Sangoma's annual loss widens to $81.1M in FY2026
Sangoma recorded a $68.394 million goodwill impairment and identified a material weakness in financial reporting controls.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
40-F
Rhea-AI Filing Summary
Sangoma Technologies Corp. reported revenue of $200.065 million for the year ended June 30, 2026, compared with $236.692 million a year earlier. Gross profit was $140.663 million versus $161.749 million. The company recorded a net loss of $81.094 million, compared with $5.010 million, including a $68.394 million goodwill impairment and a non-cash $3.000 million inventory write-down after exiting legacy connectivity products, including IP telephony cards and session board controllers. Cash provided by operating activities was $23.702 million, versus $41.786 million.
Management identified a material weakness in internal control over financial reporting relating to revenue recognition and deferred revenue reconciliation. It said the risk assessment did not identify, at a sufficient level of precision, incremental controls needed during the staged ERP rollout, and management implemented remediation measures during the year. At June 30, 2026, cash and cash equivalents were $10.431 million; undiscounted contractual maturities of operating facility and loans totaled $27.300 million.
0 points · 0 major2 major · 4 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointNet loss was $81.094 million, compared with $5.010 million in fiscal 2025.
- Major pointFiscal 2026 material weakness involved revenue recognition and deferred revenue reconciliation controls.
- Moderate pointRevenue was $200.065 million, versus $236.692 million in fiscal 2025.
- Moderate pointOperating cash flow was $23.702 million, versus $41.786 million in fiscal 2025.
Filing Explained
In this Form 40-F, KPMG says the fiscal 2026 financial statements present fairly under IFRS, but says it was not engaged to audit internal-control effectiveness; its opinion therefore does not say whether those controls were effective.
Key Figures
Revenue: $200.065 million
Gross profit: $140.663 million
Net loss: $81.094 million loss
+5 more
8 metrics
Revenue
$200.065 million
Year ended June 30, 2026; $236.692 million in 2025
Gross profit
$140.663 million
Year ended June 30, 2026; $161.749 million in 2025
Net loss
$81.094 million loss
Year ended June 30, 2026; $5.010 million loss in 2025
Goodwill impairment
$68.394 million
Year ended June 30, 2026
Inventory write-down
$3.000 million, non-cash
Year ended June 30, 2026; associated with exiting legacy connectivity products
Cash provided by operating activities
$23.702 million
Year ended June 30, 2026; $41.786 million in 2025
Cash and cash equivalents
$10.431 million
As of June 30, 2026
Undiscounted contractual maturities of operating facility and loans
$27.300 million
As of June 30, 2026
Key Terms
material weakness, goodwill impairment, cash generating unit, performance obligations, +1 more
5 terms
material weakness financial
"a material weakness in internal control over financial reporting"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
goodwill impairment financial
"Goodwill impairment | 12 | 68,394"
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
cash generating unit financial
"The Company has one cash generating unit"
A cash generating unit is the smallest group of assets within a business that produces cash inflows independently, like a single store, product line, or factory. Investors care because companies test these units for impairment — if expected future cash falls short, the company may write down the unit’s value, which reduces reported profits and asset values and signals weaker future earnings or cash flow.
performance obligations financial
"Identification of the performance obligations in the contract"
Performance obligations are the specific promises a company makes to deliver goods or services to a customer under a contract, treated as separate deliverables when a customer can benefit from them on their own. Investors care because these promises determine when and how much revenue a company records — like breaking a bundled purchase into separate billable parts — which affects reported earnings, growth trends and the clarity of future cash flows.
expected credit losses financial
"loss allowance for the expected credit losses"
Expected credit losses are an accounting estimate of how much a lender or company expects to lose when borrowers or customers don’t fully pay what they owe, combining how likely nonpayment is with how big the loss would be. Investors care because these estimates determine how much a firm must set aside from earnings as a reserve, directly affecting reported profits, balance-sheet strength and perceptions of credit risk—like setting aside a rainy-day fund for unpaid bills.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did SANG report for fiscal 2026?
Sangoma reported revenue of $200.065 million for the year ended June 30, 2026, compared with $236.692 million for the year ended June 30, 2025. The financial statements present amounts in U.S. dollars.
Why did SANG report a fiscal 2026 net loss?
Sangoma reported a net loss of $81.094 million for fiscal 2026. The statements include a $68.394 million goodwill impairment and a non-cash $3.000 million inventory write-down attributed to exiting legacy connectivity products, including IP telephony cards and session board controllers.
What internal-control weakness did SANG disclose?
Management identified a material weakness in internal control over financial reporting relating to revenue recognition and deferred revenue reconciliation. It attributed the issue to the risk assessment process not identifying incremental controls needed during the ERP rollout at a sufficient level of precision, and said it implemented remediation measures during the year.
When does SANG plan to adopt IFRS 18?
Sangoma intends to adopt IFRS 18 for its annual period beginning July 1, 2027, applied retrospectively, and does not intend to early adopt. The company said it is assessing the impact and that the full impact has not yet been quantified.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
| REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended June 30 , 2026001-41175
(Exact name of registrant as specified in its charter)
| (Province or other jurisdiction of incorporation or organization) | (Primary standard industrial classification code number, if applicable) | (I.R.S. Employer Identification No., if applicable) | ||||||||||||||||||
(905 ) 474-1990
(Address and telephone number of registrant’s principal executive offices)
(212 ) 894-8940
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Trading Symbol(s): Name of each exchange on which register Common Shares, no par value SANG Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None For annual reports, indicate by check mark the information filed with this form:
Annual Information Form | Audited Annual Financial Statements | |||||||||||||
Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 33,338,932 Common Shares (as at June 30, 2026).
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (s.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company
Yes ☒ No ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
Yes ☐ No ☒
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☐ No ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
PRINCIPAL DOCUMENTS
The following documents are filed as part of, and incorporated by reference in, this Annual Report on Form 40-F: (this “Annual Report”)
A.Annual Information Form
For the Registrant’s Annual Information Form for the year ended June 30, 2026 see Exhibit 99.1 of this Annual Report (the "Annual Information Form").
B. Audited Annual Financial Statements
For the Registrant’s Audited Consolidated Financial Statements for the year ended June 30, 2026, including the independent auditor’s report with respect thereto, see Exhibit 99.2 of this Annual Report.
C. Management’s Discussion and Analysis
For the Registrant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended June 30, 2026 (“MD&A”), see Exhibit 99.3 of this Annual Report.
CONTROLS AND PROCEDURES
A.Certifications
The required disclosure is included in Exhibits 99.6 and 99.7 of this Annual Report.
B. Disclosure Controls and Procedures
The information provided under the heading “Controls and Procedures” contained in the MD&A, filed as Exhibit 99.3 to this Annual Report, is incorporated by reference herein.
C. Management’s Annual Report on Internal Control over Financial Reporting
The information provided under the heading “Controls and Procedures” contained in the MD&A, filed as Exhibit 99.3 to this Annual Report, is incorporated by reference herein.
D. Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include an attestation report of the Registrant’s independent registered public accounting firm due to a transition periods established by rules of the United States Securities and Exchange Commission (the “Commission”). In particular, in accordance with the Jumpstart Our Business Startups Acts, “emerging growth companies” are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2022, as amended, which generally requires that a public company’s registered public accounting firm provide an attestation report relating to management’s assessment of internal control over financial reporting.
E. Changes in Internal Control over Financial Reporting
During the year ended June 30, 2026, the Registrant continued to implement its new ERP system in stages in order to enhance the efficiency and consistency of its financial processes (the "ERP Rollout"). As described under the heading "Controls and Procedures" in the MD&A, filed as Exhibit 99.3 to this Annual Report, which is incorporated in its entirety by reference herein, management identified a material weakness in internal control over financial reporting relating to the Registrant's revenue recognition and deferred revenue reconciliation processes, which resulted from the Registrant's risk assessment process not identifying, at a sufficient level of precision, the incremental controls needed as the Registrant transitioned to the ERP Rollout. Management has implemented certain remediation measures in response, which resulted in changes to the Registrant's internal control over financial reporting during the year ended June 30, 2026. Except as otherwise described herein with respect to this material weakness, there were no other changes in the Registrant's internal control over financial reporting during the year ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
NOTICES PURSUANT TO REGULATION BTR
The Registrant was not required by Rule 104 of Regulation BTR to send any notices to any of its directors or executive officers during the year ended June 30, 2026.
1
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant’s Board of Directors has determined that Mr. Al Guarino, Mr. Allan Brett and Mr. Marc Lederman are “audit committee financial experts” (as that term is defined in paragraph 8(b) of General Instruction B to Form 40-F) serving on its audit committee and are “independent” (as defined by Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 5605(a)(2) of the Nasdaq Marketplace Rules). For a description of Mr. Al Guarino’s, Mr. Allan Brett’s and Mr. Marc Lederman’s relevant experience in financial matters, see each of their biographical descriptions under “Directors and Executive Officers” in the Annual Information Form, which is filed as Exhibit 99.1 to this Annual Report.
The Commission has indicated that the designation of each of Mr. Al Guarino, Mr. Allan Brett and Mr. Marc Lederman as audit committee financial experts does not make them an “expert” for any purpose, impose any duties, obligations or liability on them that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee.
CODE OF ETHICS
The Registrant has adopted a “code of ethics” (as that term is defined in paragraph 9(b) of General Instruction B to Form 40-F) (“Code of Ethics”), which is applicable to all of its directors, managers, officers and employees (including its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions). The Code of Ethics entitled “Code of Business Conduct and Ethics” is available on the Registrant’s website at www.sangoma.com.
In the past fiscal year, the Registrant has not granted any waiver, including an implicit waiver, from any provision of its Code of Ethics.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Registrant’ auditor for the fiscal year ended June 30, 2026 was KPMG LLP (Vaughan, Canada , PCAOB ID No.: 85 ).
The required disclosure is included under the heading “External Auditor Service Fees” in the Annual Information Form, which is filed as Exhibit 99.1 to this Annual Report, and incorporated by reference herein.
OFF-BALANCE SHEET ARRANGEMENTS
The disclosure provided under the heading “Off-Balance Sheet Arrangements” on page 21 of the MD&A, which is filed as Exhibit 99.3 to this Annual Report, is incorporated by reference herein.
CONTRACTUAL AND OTHER OBLIGATIONS
The disclosure provide under the heading “Contractual Obligations” on page 20 of the MD&A, which is filed as Exhibit 99.3 to this Annual Report, is incorporated by reference herein.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Registrant’s Audit Committee members consist of that Mr. Al Guarino, Mr. Allan Brett and Mr. Marc Lederman. See “Directors and Executive Officers” and “Audit Committee Information” in the Annual Information Form, which is filed as Exhibit 99.1 to this Annual Report.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
See the section entitled “Audit Committee Information - Pre-Approval Policies and Procedures” in the Registrant’s Annual Information Form, which is filed as Exhibit 99.1 to this Annual Report and incorporated by reference herein. No audit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
BOARD DIVERSITY MATRIX
The table below reports self-identified diversity statistics for the Board of Directors of the Registrant as required by Nasdaq Rule 5606:
| Board Diversity Matrix for Sangoma Technologies Corporation | ||||||||||||||
As of September 28, 2026 | ||||||||||||||
| To be completed by Foreign Issuers (with principal executive offices outside of the U.S.) and Foreign Private Issuers | ||||||||||||||
| Country of Principal Executive Offices | Canada | |||||||||||||
| Foreign Private Issuer | Yes | |||||||||||||
| Disclosure Prohibited Under Home Country Law | No | |||||||||||||
| Total Number of Directors | 7 | |||||||||||||
| Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||
| Part I: Gender Identity | ||||||||||||||
| Directors | 2 | 5 | ||||||||||||
| Part II: Demographic Background | ||||||||||||||
| Underrepresented Individual in Home Country Jurisdiction | 1 | |||||||||||||
| LGBTQ+ | — | |||||||||||||
| Did Not Disclose Demographic Background | — | |||||||||||||
MINE SAFETY DISCLOSURE
Not applicable.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
The Registrant has adopted a compensation recovery policy (the "Compensation Clawback Policy") as required by the Nasdaq listing standards and pursuant to Rule 10D-1 of the Exchange Act. A copy of the Compensation Clawback Policy is attached hereto as Exhibit 97.1, which is incorporated by reference herein.
At no time during or after the fiscal year ended June 30, 2026, was the Registrant required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Compensation Clawback Policy. As of June 30, 2026, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Compensation Clawback Policy to a prior restatement.
2
DIFFERENCES IN NASDAQ AND CANADIAN CORPORATE GOVERNANCE REQUIREMENTS
The Registrant is a foreign private issuer and its common shares are listed on the Nasdaq Global Select Market (“Nasdaq”).
Nasdaq Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of the requirements of the Nasdaq Rule 5600 Series, the requirement to distribute annual and interim reports set forth in Nasdaq Rule 5250(d), and the Direct Registration Program requirement set forth in Nasdaq Rules 5210(c) and 5255; provided, however, that such issuer shall still comply with the Notification of Material Noncompliance requirement (Nasdaq Rule 5625), the Voting Rights requirement (Nasdaq Rule 5640), have an audit committee that satisfies Nasdaq Rule 5605(c)(3), and ensure that such audit committee’s members meet the independence requirement in Nasdaq Rule 5605(c)(2)(A)(ii).
The Registrant does not follow Nasdaq Rule 5620(c), which requires a minimum quorum of 33-1/3% of the outstanding shares of common stock for a shareholder meeting, but instead follows its home country practice, pursuant to which, a quorum for a meeting of shareholders of the Registrant consists of (x) all of the shareholders or (y) two shareholders, whichever is less.
CURRENCY
Unless otherwise indicated, all dollar amounts in this Annual Report, including the exhibits attached hereto, are in United States dollars. The exchange rate of United States dollars into Canadian dollars, on June 30, 2026, based upon the average daily exchange rate as quoted by the Bank of Canada, was U.S.$1.00 = Cdn$ 1.421. Bank of Canada exchange rates are nominal quotations and are not buying or selling rates. These rates are intended for statistical or analytical purposes. Rates available from financial institutions will differ.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Annual Report, including the attachments hereto, constitute forward-looking statements within the meaning of Canadian securities legislation, Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended. Please see “Forward Looking Information” in the Annual Information Form filed as Exhibit 99.1 to this Annual Report (and incorporated by reference herein) for a discussion of the risks, uncertainties, assumptions and other factors that could cause the actual results and performance of the Registrant to vary and deviate from those forward-looking statements. Readers are cautioned that such risks, uncertainties and assumptions are not exhaustive, and the Registrant does not undertake any obligation to update, modify or revise any forward-looking statements, whether as a result of future events, newly obtained information or otherwise, except as may be required by applicable laws. Moreover, given that forward-looking statements involve significant and inherent risks, uncertainties and assumptions, readers of this Annual Report are strongly advised not to place any undue reliance on any such information.
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this Annual Report arises.
Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.
3
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40- F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: September 28, 2026 Sangoma Technologies Corporation
| By: /s/ Charles Salameh | ||
| Name: Charles Salameh | ||
| Title: Chief Executive Officer | ||
4
| Exhibit Index | ||||||||
| Exhibit No. | Description | |||||||
| 97.1 | Compensation Clawback Policy | |||||||
| 99.1 | Annual Information Form of the Registrant for the fiscal year ended June 30, 2026 | |||||||
| 99.2 | Audited Consolidated Financial Statements of the Registrant for the year ended June 30, 2026 together with the independent auditor’s report thereon. | |||||||
| 99.3 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the year ended June 30, 2026 | |||||||
| 99.4 | Consent of KPMG LLP | |||||||
| 99.5 | Certifications of Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 99.6 | Certifications of Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) under Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| (101.INS) | Inline XBRL Instance Document (the instance documents does not appear in the Interactive Data File because its XBRL | |||||||
| tags are embedded within the Inline XBRL document) | ||||||||
| (101.SCH) | Inline XBRL Taxonomy Extension Schema Document | |||||||
| (101.CAL) | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| (101.DEF) | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| (101.LAB) | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| (101.PRE) | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| (104) | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
5
SANGOMA TECHNOLOGIES CORPORATION
Consolidated financial statements for the
years ended June 30, 2026 and 2025
(in thousands of US dollars)
Bay-Adelaide Centre,
333 Bay Street, Suite 3400,
Toronto, Ontario,
Canada M5H 2S7
Sangoma Technologies Corporation
Fiscal year ended June 30, 2026 and 2025
Table of contents
| Independent auditor’s report | 3 | ||||
Consolidated statements of financial position | 5 | ||||
Consolidated statements of loss and comprehensive loss | 6 | ||||
Consolidated statements of changes in shareholders’ equity | 7 | ||||
Consolidated statements of cash flows | 8 | ||||
Notes to the consolidated financial statements | 9-42 | ||||
KPMG LLP
100 New Park Place, Suite 1400
Vaughan, ON L4K 0J3
Canada
Tel (905) 265-5900
Fax (905) 265-6390
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Sangoma Technologies Corporation
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Sangoma Technologies Corporation (and subsidiaries) (the Company) as of June 30, 2026 and 2025, the related consolidated statements of loss and comprehensive loss, changes in shareholders' equity, and cash flows for each of the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and its financial performance and its cash flows for each of the years then ended, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.
Chartered Professional Accountants, Licensed Public Accountants
We have served as the Company's auditor since 2022.
Vaughan, Canada
September 28, 2026
KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.
| Sangoma Technologies Corporation | ||
Consolidated statements of financial position | ||
As at June 30, 2026, and June 30, 2025 | ||
(in thousands of US dollars, except per share data) | ||
| June 30 | June 30 | ||||||||||
| Note | 2026 | 2025 | |||||||||
| $ | $ | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | 4 | ||||||||||
| Trade and other receivables | 4 | ||||||||||
| Inventories | 6 | ||||||||||
| Sales tax receivable | |||||||||||
| Income tax receivable | |||||||||||
| Contract assets | |||||||||||
| Derivative assets | 14 | ||||||||||
| Other current assets | |||||||||||
| Non-current assets | |||||||||||
| Property and equipment | 7 | ||||||||||
| Right-of-use assets | 8 | ||||||||||
| Intangible assets | 9 | ||||||||||
| Development costs | 10 | ||||||||||
| Deferred income tax assets | 11 | ||||||||||
| Goodwill | 12 | ||||||||||
| Contract assets | |||||||||||
| Derivative assets | 14 | ||||||||||
| Other non-current assets | |||||||||||
| Liabilities | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and accrued liabilities | 4, | ||||||||||
| Provisions | 13 | ||||||||||
| Sales tax payable | |||||||||||
| Income tax payable | |||||||||||
| Operating facility and loans | 14 | ||||||||||
| Contract liabilities | 15 | ||||||||||
| Lease obligations on right-of-use assets | 8 | ||||||||||
| Long term liabilities | |||||||||||
| Operating facility and loans | 14 | ||||||||||
| Contract liabilities | 15 | ||||||||||
| Non-current lease obligations on right-of-use assets | 8 | ||||||||||
| Deferred income tax liabilities | 11 | ||||||||||
| Other non-current liabilities | |||||||||||
| Shareholders’ equity | |||||||||||
| Share capital | |||||||||||
| Contributed surplus | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Subsequent events (Note 20) | ||||||||
| Approved by the Board | ||||||||
| (Signed) | Al Guarino | Director | ||||||
| (Signed) | Allan Brett | Director | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
| Sangoma Technologies Corporation | ||
Consolidated statements of loss and comprehensive loss | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
| June 30 | June 30 | ||||||||||
| Note | 2026 | 2025 | |||||||||
| $ | $ | ||||||||||
| Revenue | 18 | ||||||||||
| Cost of sales | |||||||||||
| Inventory write-down | 6 | ||||||||||
| Gross profit | |||||||||||
| Expenses | |||||||||||
| Sales and marketing | |||||||||||
| Research and development | 10 | ||||||||||
| General and administration | |||||||||||
| Amortization of intangible assets | 9 | ||||||||||
| Interest expense (net) | 4, 8 ,14 | ||||||||||
| Restructuring and business integration costs | |||||||||||
| Goodwill impairment | 12 | ||||||||||
| Loss on sale, divestiture of subsidiary | 19 | ||||||||||
| Loss before income tax | ( | ( | |||||||||
| Provision for income taxes | |||||||||||
| Current | 11 | ||||||||||
| Deferred | 11 | ( | ( | ||||||||
| Net loss | ( | ( | |||||||||
Other comprehensive loss | |||||||||||
Items to be reclassified to net loss | |||||||||||
| Loss in fair value of interest rate swaps, net of tax | 11,14 | ( | ( | ||||||||
| Foreign currency translation gain | |||||||||||
| Comprehensive loss | ( | ( | |||||||||
| Loss per share | |||||||||||
| Basic and diluted | 16(iii) | $( | $( | ||||||||
| Weighted average number of shares outstanding | |||||||||||
| Basic and diluted | 16(iii) | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
| Sangoma Technologies Corporation | ||
Consolidated statements of changes in shareholders' equity | ||
For the years ended June 30, 2026 and 2025 | ||
(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, 2024 | ( | ||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||
| Change in fair value of interest rate swaps, net of tax | 11, 14 | — | — | — | ( | — | ( | ||||||||||||||||
| Common shares issued for RSU exercised | 16(i),16(ii) | ( | — | — | |||||||||||||||||||
| Common shares purchased and cancelled, net of tax | 4 | ( | ( | — | — | — | ( | ||||||||||||||||
| Share-based compensation expense | 16(ii) | — | — | — | — | ||||||||||||||||||
Balance at June 30, 2025 | ( | ||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||
| Change in fair value of interest rate swaps, net of tax | 11, 14 | — | — | — | ( | — | ( | ||||||||||||||||
| Change in cumulative impact of foreign currency | — | — | — | — | |||||||||||||||||||
| Common shares issued under employee share purchase plan | 16(i) | ( | — | — | |||||||||||||||||||
| Common shares issued for RSU exercised | 16(i),16(ii) | ( | — | — | |||||||||||||||||||
| Common shares purchased and cancelled, net of tax | 16(i) | ( | ( | — | — | — | ( | ||||||||||||||||
| Share-based compensation expense | 16(ii) | — | — | — | — | ||||||||||||||||||
Balance at June 30, 2026 | ( | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
| Sangoma Technologies Corporation | ||
Consolidated statements of cash flows | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
| June 30 | June 30 | ||||||||||
| Note | 2026 | 2025 | |||||||||
| Operating activities | $ | $ | |||||||||
| Net loss | ( | ( | |||||||||
| Adjustments for: | |||||||||||
| Depreciation of property and equipment | 7 | ||||||||||
| Depreciation of right-of-use assets | 8 | ||||||||||
| Amortization of intangible assets | 9 | ||||||||||
| Amortization of development costs | 10 | ||||||||||
| Income tax recovery | 11 | ( | ( | ||||||||
| Income tax paid | ( | ( | |||||||||
| Share-based compensation expense | 16(ii) | ||||||||||
| Unrealized foreign exchange gain (loss) | ( | ||||||||||
| Goodwill impairment | 12,19 | ||||||||||
| Accretion expense | 8 | ||||||||||
| Loss on disposal of property and equipment | 7 | ||||||||||
| Loss on sale, divestiture of subsidiary | 20 | ||||||||||
| Changes in working capital | |||||||||||
| Trade and other receivables | ( | ||||||||||
| Inventories | |||||||||||
| Sales tax receivable | ( | ||||||||||
| Contract assets | |||||||||||
| Other assets | ( | ||||||||||
| Sales tax payable | ( | ( | |||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Provisions | ( | ( | |||||||||
| Other non current liabilities | ( | ||||||||||
| Contract liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities | |||||||||||
| Purchase of property and equipment | 7 | ( | ( | ||||||||
| Development costs | 10 | ( | ( | ||||||||
| Proceeds from sale of VoIP Supply LLC | 19 | ||||||||||
| Net cash flows used in investing activities | ( | ( | |||||||||
| Financing activities | |||||||||||
| Repayments of operating facility and loan | 14 | ( | ( | ||||||||
| Repayment of lease obligations on right-of-use assets | 8 | ( | ( | ||||||||
| Common shares issued under employee share purchase plan | 16(i) | ||||||||||
| Common shares purchased and canceled | 16(i) | ( | ( | ||||||||
| Net cash flows used in financing activities | ( | ( | |||||||||
| Decrease in cash and cash equivalents | ( | ( | |||||||||
Cash and cash equivalents, beginning of the year | |||||||||||
Cash and cash equivalents, end of the year | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(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, and its legal name is Sangoma Technologies Corporation. Its primary operating subsidiaries as of June 30, 2026 are Sangoma Technologies Inc., and Sangoma US Inc.. As a result of the reorganization activities completed during fiscal 2025, Sangoma US Inc. is now the single operating subsidiary in the United States of America responsible for all businesses in the United States. On June 30, 2025, Sangoma US Inc. also completed the sale of its wholly-owned subsidiary, VoIP Supply LLC (note 19), to PVG Technology Holdings, LLC. As a result of these transactions, Sangoma US Inc. now directly holds all remaining active U.S. operations.
Sangoma is a leading provider of hardware and software components that enable or enhance Internet Protocol Communications Systems for both telecom and datacom applications. Enterprises, small to medium sized businesses (“SMBs”) and telecom operators globally rely on Sangoma’s technology as part of their mission critical infrastructures. The product line includes data and telecom boards for media and signal processing, as well as gateway appliances and software.
The Company is domiciled in Ontario, Canada. The address of the Company’s registered office is Bay-Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7 and the Company operates in multiple jurisdictions.
2. Significant accounting policies
(i) Statement of compliance and basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
(ii) Basis of consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Sangoma Technologies Inc. (Canada), Sangoma Technologies Ltd. (Ireland), Sangoma Technologies Private Ltd. (India), Sangoma US Inc. (United States), NetFortris Operating Co. Inc. (United States), Fonality Pty Ltd. (Australia), NetFortris (Philippines) Inc. (Philippines), and Sangoma Columbia S.A.S. (Columbia).
Subsidiaries are entities controlled by the Company where control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial statements from the date control is obtained until the date control ceases. All intercompany balances, transactions, income and expenses have been eliminated on consolidation.
(iii) Financial instruments
Non-Derivative Financial Assets
Recognition and initial measurement
The Company recognizes financial assets when it becomes party to the contractual provisions of the instrument. Financial assets are measured initially at their fair value plus, in the case of financial assets not subsequently measured at fair value through profit or loss, transaction costs that are directly attributable to their acquisition. Transaction costs attributable to the acquisition of financial assets subsequently measured at fair value through profit or loss are expensed in profit or loss when incurred.
9
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
Classification and subsequent measurement
On initial recognition, financial assets are classified as subsequently measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”). The Company determines the classification of its financial assets, together with any embedded derivatives, based on the business model for managing the financial assets and their contractual cash flow characteristics.
Financial assets are classified as follows:
•Amortized cost - Assets that are held for collection of contractual cash flows where those cash flows are solely payments of principal and interest are measured at amortized cost. Interest revenue is calculated using the effective interest method and gains or losses arising from impairment, foreign exchange and derecognition are recognized in profit or loss. Financial assets measured at amortized cost are comprised of cash and cash equivalents, trade receivables, contract assets and other current assets.
•Fair value through other comprehensive income - Assets that are held for collection of contractual cash flows and for selling the financial assets, and for which the contractual cash flows are related to payments of principal and interest, are measured at fair value through other comprehensive income. Interest income calculated using the effective interest method and gains or losses arising from impairment and foreign exchange are recognized in profit or loss.
All other changes in the carrying amount of the financial assets are recognized in other comprehensive income. Upon derecognition, the cumulative gain or loss previously recognized in other comprehensive income is reclassified to profit or loss. The Company does not hold any financial assets measured at fair value through other comprehensive income.
•Mandatorily at fair value through profit or loss - Assets that do not meet the criteria to be measured at amortized cost, or fair value through other comprehensive income, are measured at fair value through profit or loss. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. The Company does not hold any financial assets mandatorily measured at fair value through profit or loss.
•Designated at fair value through profit or loss – On initial recognition, the Company may irrevocably designate a financial asset to be measured at fair value through profit or loss in order to eliminate or significantly reduce an accounting mismatch that would otherwise arise from measuring assets or liabilities, or recognizing the gains and losses on them, on different bases. All interest income and changes in the financial assets’ carrying amount are recognized in profit or loss. The Company does not hold any financial assets designated to be measured at fair value through profit or loss.
Classification and subsequent measurement
Business model assessment
The Company assesses the objective of its business model for holding a financial asset at a level of aggregation which best reflects the way the business is managed, and information is provided to management. Information considered in this assessment includes stated policies and objectives.
Contractual cash flow assessment
The cash flows of financial assets are assessed as to whether they are solely payments of principal and interest on the basis of their contractual terms. For this purpose, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money, the credit risk associated with the principal amount outstanding, and other basic lending risks and costs. In performing this assessment, the
10
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
Company considers factors that would alter the timing and amount of cash flows such as prepayment and extension features, terms that might limit the Company’s claim to cash flows, and any features that modify consideration for the time value of money.
Impairment of Financial Assets
The Company recognizes a loss allowance for the expected credit losses associated with its financial assets, other than financial assets measured at fair value through profit or loss. Expected credit losses are measured to reflect a probability-weighted amount, the time value of money, and reasonable and supportable information regarding past events, current conditions and forecasts of future economic conditions. The Company applies the simplified approach for trade receivables. Using the simplified approach, the Company records a loss allowance equal to the expected credit losses resulting from all possible default events over the assets’ contractual lifetime.
The Company assesses whether a financial asset is credit-impaired at the reporting date. Regular indicators that a financial instrument is credit-impaired include significant financial difficulties as evidenced through borrowing patterns or observed balances in other accounts and breaches of borrowing contracts such as default events or breaches of borrowing covenants.
For financial assets assessed as credit-impaired at the reporting date, the Company continues to recognize a loss allowance equal to lifetime expected credit losses.
For financial assets measured at amortized cost, loss allowances for expected credit losses are presented in the consolidated statements of financial position as a deduction from the gross carrying amount of the financial asset. Financial assets are written off when the Company has no reasonable expectations of recovering all or any portion thereof.
Derecognition of financial assets
The Company derecognizes a financial asset when its contractual rights to the cash flows from the financial asset expire.
Non-Derivative Financial Liabilities
Recognition and initial measurement
The Company recognizes a financial liability when it becomes party to the contractual provisions of the instrument. At initial recognition, the Company measures financial liabilities at their fair value plus transaction costs that are directly attributable to their issuance, with the exception of financial liabilities subsequently measured at fair value through profit or loss for which transaction costs are immediately recorded in profit or loss.
Where an instrument contains both a liability and equity component, these components are recognized separately based on the substance of the instrument, with the liability component measured initially at fair value and the equity component assigned the residual amount.
Classification and subsequent measurement
Subsequent to initial recognition, all financial liabilities are measured at amortized cost using the effective interest rate method. Interest, gains and losses relating to a financial liability are recognized in profit or loss.
11
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
Derecognition of financial liabilities
The Company derecognizes a financial liability only when its contractual obligations are discharged, cancelled or expire.
Derivative Financial Liabilities
The Company holds interest rate swaps to hedge its interest rate risk exposures on the variable-interest credit arrangement. At the inception of the hedging relationship, there is formal designation and documentation prepared by the Company of the hedging relationship between the hedging instruments and hedged items and the risk management objective and strategy for undertaking the hedge including how the Company will assess whether the hedging relationship meets the hedge effectiveness requirements. The Company assesses at the inception of the hedging relationship, and on ongoing basis, whether the hedging relationship meets the hedge effectiveness requirements.
Recognition and initial measurement
The Company recognizes interest rate swaps at fair value initially; attributable transaction costs are recognized in comprehensive loss as incurred.
Classification and subsequent measurement
(iv) Inventories
Parts and finished goods are stated at the lower of cost and net realizable value. Inventory cost includes all expenses directly attributable to the manufacturing process, which include the cost of materials. Costs of ordinary interchangeable items are assigned using weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.
(v) Property and equipment
Property and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the consolidated statements of loss and comprehensive loss during the period in which they are incurred.
Depreciation is calculated on a straight-line basis for all classes of property and equipment over their useful life as outlined below:
| Leasehold improvements, tradeshow equipment, and software | |||||
| Office furniture and computer equipment | |||||
| Stockroom and production equipment | |||||
12
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
Residual values, method of depreciation and useful lives of the assets are reviewed annually and adjusted, if required.
(vi) Leases
At commencement of the contract, the Company evaluates if the contract is a lease based on whether the contract conveys the right to control the use of a specific asset for a period of time in exchange for a consideration. To determine whether the contract results in right of control, the Company assesses whether it has both the right to direct the identified asset’s use and to obtain substantially all the economic benefits from that use.
Once the Company has determined that the contract conveys the right to control the use of the asset, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date.
The asset is initially measured at cost which comprises of the lease liability, lease payments made at or before the commencement date less any lease incentives. Subsequently the asset is measured at net carrying value, which is cost less accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease liability. The assets are depreciated to the earlier of the end of the useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option.
The lease liability is initially measured at the present value of the future lease payments discounted using the Company’s incremental borrowing rate as the discount rate. Subsequently, the lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.
The Company applies recognition exemptions for short-term leases (leases with term less than 12 months) and low-dollar value leases.
(vii) Intangible assets
Intangible assets with finite lives that are acquired separately are measured on initial recognition at cost, which comprises its purchase price plus any directly attributable costs of preparing the asset for its intended use. Following initial recognition, such intangible assets are carried at cost less any accumulated amortization on a straight-line basis over the following periods:
| Purchased technology | |||||
| Customer relationships | |||||
| Brand | |||||
| Other purchased intangibles | |||||
Amortization expense is shown as a separate line item on the consolidated statements of loss and comprehensive loss.
13
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
The estimated useful life and amortization method are reviewed annually, with the effect of any change in estimate being accounted for on a prospective basis. These assets are subject to impairment testing as described below in Note 2(xviii).
(viii) Revenue recognision
The Company derives its revenues primarily from services and subscriptions, sale of products, and professional services. Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for products and services.
The Company determines revenue recognition through the following steps:
•Identification of the contract, or contracts, with a customer;
•Identification of the performance obligations in the contract;
•Determination of the transaction price;
•Allocation of the transaction price to the performance obligations in the contract
•Recognition of revenue when, or as, the Company satisfies a performance obligation.
The Company recognizes revenues as follows:
Product revenue
Product revenue primarily includes revenue generated from sale of pre-configured phones, connectivity hardware and professional implementation services. Revenue is recognized upon transfer of control to the customer which is generally upon shipment from the Company’s warehouse.
Services revenue
Services revenue is generated from fees that provide customers access to one or more of the Company’s software applications and related services and the rental for the hardware required to deliver these services. These arrangements have contractual terms typically ranging from one month to seven years and include recurring fixed fee subscription fees, variable usage-based fees for usage in excess of plan limits, one-time fees, recurring license and other fees, derived from sales through our direct and indirect sales channels, including resellers and distributors.
Arrangements with customers do not provide the customer with the right to take possession of the Company’s software at any time. Instead, customers are granted continuous access to the services over the contractual period. The Company transfers control evenly over the contractual period by providing stand-ready service. Accordingly, the fixed consideration related to subscription is recognized over time on a straight-line basis over the contract term beginning on the date the Company’s service is made available to the customer. The Company may offer from time to time its customers, services for no consideration during the initial months. Such discounts are recognized ratably over the term of the contract.
Fees for additional minutes of usage in excess of plan limits are deemed to be variable consideration that meet the allocation exception for variable consideration as they are specific to the month that the usage occurs.
The Company’s subscription contracts typically allow the customers to terminate their services within the first 30 days and receive a refund for any amounts paid for the remaining contract period. After the end of the termination period, the contract is non-cancellable and the customer is obligated to pay for the remaining term of the contract. Accordingly, the Company considers the non-cancellable term of the contract to begin after the expiration of the 30 day termination period.
The Company records reductions to revenue for estimated sales returns and customer credits at the time the related revenue is recognized. Sales returns and customer credits are estimated based on the Company’s historical experience, current trends and the Company’s expectations regarding future experience. The Company monitors the accuracy of its sales reserve estimates by reviewing actual returns and credits and adjusts them for its future expectations to determine the adequacy of its current and future reserve needs. If actual future returns and credits differ from past experience, additional reserves may be required.
14
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
Principal vs. Agent
A portion of the Company’s revenues are generated through sales by resellers who offer add-ons which may not be controlled by the Company prior to transfer to the customer. The Company does not recognize any revenue for these add-ons.
However, when the Company controls the performance of these contractual obligations prior to the delivery to the customer, it records these revenues at the gross amount paid by the customer with amounts retained by the resellers recognized as sales and marketing expenses. The Company assesses control of goods or services when it is primarily responsible for fulfilling the promise to provide the good or service, has inventory risk and has discretion in establishing the price.
(ix) Cost of sales
Cost of product sales includes the cost of finished goods inventory and costs related to shipping and handling. Cost of service sales include cost of delivery of service, third party carrier charges, data center and software licenses.
(x) Foreign currency
(xi) Interest income
Interest income from financial assets is recognized when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on the basis of time that has passed, by reference to the principal outstanding and at the effective interest rate applicable.
(xii) Share-based payments
The Company has multiple components of its equity incentive plan including stock options, Deferred Share Units ("DSUs"), Performance Share Units (PSUs), and Restricted Share Units ("RSUs"). The Company uses the fair value based methods to measure share-based compensation for all share-based awards made to employees and directors. The grant date fair value of equity-settled share-based payments awards granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards.
Under the Legacy Plan (as defined in note 16(ii)), the Company grants stock options to its employees. Stock options vest over and expire after various periods of time. The general vesting policy is 25 % of the options vest on the first anniversary of the grant and the remainder vest in equal amounts every 3 months thereafter until the fourth anniversary of the commencement date. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Share-based compensation expense is recognized over the tranche’s vesting period based on the number of awards expected to vest. The number of awards expected to vest is reviewed at least annually, with any impact being recognized immediately.
On December 13, 2022, the Company adopted the Omnibus Equity Incentive Plan (the “Plan”), which replaces the Legacy Plan. No further grants will be made under the Legacy Plan.
Under the Omnibus Plan, the Company may grant participants Options, Deferred Share Units (DSUs), Performance Share Units (PSUs), and Restricted Share Units (RSUs). The DSUs, PSUs, and RSUs are redeemable either for one common share or for an amount in cash equal to the fair market value of one common share (at the option of the
15
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
Company and as set out in the participant’s equity award agreement). All DSUs, PSUs, and RSUs 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.
PSUs vest in full at the end of a three-year period. For PSUs granted prior to fiscal 2024, the final amount's 50 % is based 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 based on the fair value of the awards at the grant date using the Monte Carlo simulation for the market-based performance targets, and 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 from fiscal 2024, the final amount is based 100 % on market-based performance targets.
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.
(xiii) Income taxes and deferred taxes
The income tax provision comprises current and deferred tax. Income tax is recognized in the consolidated statements of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted, or substantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the asset is realized or liability is settled. Deferred tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have taxable loss against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized.
The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized is reassessed at the end of each reporting period.
In a business combination, temporary differences arise as a result of differences in the fair values of identifiable assets and liabilities acquired and their respective tax bases. Deferred tax assets and liabilities are recognized for the tax effects of these differences. Deferred tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination which do not affect either accounting or taxable income or loss.
(xiv) Research and development expenditures
The Company qualifies for certain investment tax credits related to its research and development activities in Canada. Research costs are expensed as incurred and are reduced by related investment tax credits, which are recognized when it is probable that they will be realized.
Costs that are directly attributable to the development phase of identified new products are recognized as intangible assets and amortized over a useful life of three years provided they meet the following recognition requirements:
•Completion of the intangible asset is technically feasible so that it will be available for use or sale.
16
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
•The Company intends to complete the intangible asset and use or sell it and also has the ability to use or sell it.
•The intangible asset will generate probable future economic benefits. Among other things, this requires that there is a market for the output from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset will be used in generating such benefits.
•There are adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.
•The expenditure attributable to the intangible asset during its development can be measured reliably.
Development costs not meeting these criteria for capitalization are expensed as incurred.
Directly attributable costs include employee costs incurred on software development along with an appropriate portion of relevant overheads and borrowing costs (if any). Internally generated software development costs recognized as intangible assets are subject to the same subsequent measurement method as externally acquired software licenses. These assets are subject to impairment testing as described below in Note 2(xviii).
Any gain or loss arising on the disposal of an intangible asset is determined as the difference between the proceeds and the carrying amount of the asset and is recognized in profit or loss within “other income” or “other expenses”.
(xv) Foreign currency hedging
(xvi) Investment tax credits
Investment tax credits (“ITCs”) are recognized where there is reasonable assurance that the ITCs will be received, and all attached conditions will be complied with. When the ITCs relates to an expense item, it is netted against the related expense. Where the ITCs relates to an asset, it reduces the carrying amount of the asset. The ITCs are then recognized as income over the useful life of a depreciable asset by way of a reduced depreciation charge. The Company is actively engaged in scientific research and development (“R&D”) and, accordingly, has previously filed for ITC refunds under both the Canadian federal and Ontario provincial Scientific Research and Experimental Development (“SR&ED”) tax incentive programs. The ITCs recorded in the accounts are based on management’s interpretation of the Income Tax Act of Canada, provisions which govern the eligibility of R&D costs. The claims are subject to review by the Canada Revenue Agency and the Minister of Revenue for Ontario before the refunds can be released.
(xvii) Goodwill
(xviii) Impairment testing of goodwill and long-lived assets
For purposes of assessing impairment under IFRS, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating unit). The Company has one cash generating unit and intangible assets not yet available for use are tested for impairment at least annually. All other long-lived assets and finite life
17
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell or value-in-use. To determine the value-in-use, management estimates expected future cash flows from the cash-generating unit and determines a suitable pre-tax discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Company’s latest approved budget, adjusted as necessary to exclude the effects of future reorganizations and asset enhancements. Discount factors have been determined for the cash-generating unit and reflect its risk profile as assessed by management.
(xix) Provisions
Provisions represent liabilities of the Company for which the amount or timing is uncertain. Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognized for future operating losses. Where material, provisions are measured at the present value of the expected expenditures to settle the obligation using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.
(xx) Earnings per Share
Basic earnings per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted earnings per share is computed similarly to basic earnings per share except that the weighted average number of shares outstanding is increased to include additional shares for the assumed exercise of stock options and warrants. The average number of shares is calculated by assuming that outstanding conversions were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting period.
(xxi) Business combinations
On the acquisition of a business, the acquisition method of accounting is used, whereby the purchase consideration is allocated to the identifiable assets and liabilities on the basis of fair value as of the date of acquisition. Provisional fair values allocated at a reporting date are finalized as soon as the relevant information is available, within a period not to exceed twelve months from the acquisition date with retroactive restatement of the impact of adjustment to those provisional fair values effective as at the acquisition date. Incremental costs related to acquisitions are expensed as incurred. When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not
18
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
(xxii) Upcoming accounting pronoucement - IFRS 18
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, which replaces IAS 1, Presentation of Financial Statements, and is effective for annual periods beginning on or after January 1, 2027. The Company intends to adopt IFRS 18 for its annual period beginning July 1, 2027, applied retrospectively, and does not intend to early adopt.
IFRS 18 requires all income and expenses in the statement of profit or loss to be classified into five defined categories: operating, investing, financing, income taxes, and discontinued operations. It also introduces disclosure requirements for management-defined performance measures ("MPMs"), being non-IFRS subtotals used in public communications outside the financial statements.
The Company is currently assessing the impact on its consolidated financial statements. Based on its preliminary review, certain line items — including interest expense (net), foreign currency exchange loss, loss on change in fair value of consideration payable, and loss on sale or divestiture of subsidiary — will require reclassification within the statement of loss. The full impact of adoption has not yet been quantified.
3. Significant accounting judgements, estimates and uncertainties
The preparation of consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes to the consolidated financial statements. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting estimates are recognized in the period in which the estimates are revised.
Significant areas requiring the Company to make estimates include goodwill impairment testing and recoverability of long-lived assets, business combinations, income taxes, estimated useful life of long-lived assets, internally generated development costs, the fair value of share-based payments, provision for expected credit losses, inventory obsolescence, investment tax credits receivable, fair value of interest rate swaps, contract costs, and assets held for sale. These estimates and judgments are further discussed below:
(i)Goodwill impairment testing and recoverability of long-lived assets
Goodwill and long-lived assets are reviewed annually for impairment, or more frequently when there are indicators that impairment may have occurred, by comparing the carrying value to its recoverable amount. The determination of the recoverable amount is subject to significant estimates related to the cash flows used in the model. The recoverable amounts of the cash-generating unit was estimated based on an assessment of fair value less cost of disposal (FVLCD) using a discounted cash flow approach. The approach uses cash flow projections based upon a financial forecast approved by management, covering a five-year period. Cash flows for the terminal period for fair value less costs to sell is determined using an exit multiple. The risk premiums expected by market participants related to uncertainties about the industry and assumptions relating to future cash flows may differ or change quickly, depending on economic conditions and other events.
(ii)Business combinations
19
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
In a business combination, all identifiable assets, liabilities and contingent liabilities acquired are recorded at their fair values. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. For any intangible asset identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent valuation expert or management may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. The evaluations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied. All acquisitions have been accounted for using the acquisition method.
Certain fair values may be estimated at the acquisition date pending confirmation or completion of the valuation process. Where provisional values are used in accounting for a business combination, they may be adjusted retrospectively in subsequent periods. The measurement period ends as soon as the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable. However, the measurement period shall not exceed one year from the acquisition date.
(iii)Income taxes
At the end of each reporting period, the Company assesses whether the realization of deferred tax benefits is sufficiently probable to recognize deferred tax assets. This assessment requires the exercise of judgment on the part of management with respect to, among other things, benefits that could be realized from available income tax strategies and future taxable income, as well as other positive and negative factors. The recorded amount of total deferred tax assets could be reduced if estimates of projected future taxable income and benefits from available income tax strategies are lowered, or if changes in current income tax regulations are enacted that impose restrictions on the timing or extent of the Company’s ability to utilize deferred tax benefits.
The Company’s effective income tax rate can vary significantly period-to-period for various reasons, including the mix and volume of business in lower income tax jurisdictions and in jurisdictions for which no deferred income tax assets have been recognized because management believed it was not probable that future taxable profit would be available against which income tax losses and deductible temporary differences could be utilized.
(iv) Estimated useful lives of long-lived assets
Management reviews useful lives of depreciable assets at each reporting date. Management assessed that the useful lives represent the expected utilization in terms of duration of the assets to the Company. Actual utilization, however, may vary due to technical obsolescence, particularly relating to software and information technology equipment.
(v)Internally generated development costs
Management monitors the progress of internal research and development projects and uses judgment to distinguish research from the development phase. Expenditures during the research phase are expensed as incurred. Development costs are recognized as an intangible asset when the Company can demonstrate certain criteria listed in Note 2(xiv). Otherwise, research and development costs are expensed as incurred.
(vi)Fair value of share-based payments
The fair value of all share-based payments granted are determined using the Black-Scholes option pricing model and Monte Carlo simulation which incorporates assumptions regarding risk-free interest rates, dividend yield, expected volatility, estimated forfeitures, and the expected life of the options. The Company has a significant number of share-based awards outstanding and expects to continue to make grants.
(vii)Provision for expected credit losses (“ECLs”)
20
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
The Company is exposed to credit risk associated with its trade receivables. This risk is reduced by having customers’ trade receivables insured by Export Development Canada (“EDC”) wherever possible. Management reviews the trade receivables at each reporting date in accordance with IFRS 9. The ECL model requires considerable judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability-weighted basis. IFRS 9 outlines a three-stage approach to recognizing ECLs which is intended to reflect the increase in credit risks of a financial instrument based on 1) 12-month expected credit losses or 2) lifetime expected credit losses. The Company measures provision for ECLs at an amount equal to lifetime ECLs.
(viii)Inventory obsolescence
Inventory consists of parts and finished goods recorded at the lower of cost and net realizable value. Its value is reviewed at each reporting period. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage or slow movement. Actual net realizable value can vary from the estimated provision.
(ix)Investment tax credits receivable
Investment tax credits are recorded based on management’s estimate that all conditions attached to its receipt have been met. The Company has significant investment tax credits receivable and expects to continue to apply for future tax credits as their research and development activities remain applicable.
(x)Fair value of interest rate swaps
The estimated fair values of derivative instruments resulting in financial assets and liabilities, by their very nature, are subject to measurement uncertainty. The Company determines the fair value of interest rate swaps based on the present value of projected future cash flows using the implied zero-coupon forward swap yield curve. The change in the difference between the discounted cash flow streams for the hedged item and the hedging item is deemed to be hedge ineffectiveness and is recorded in the consolidated statements of loss and comprehensive loss. The fair value of the interest rate swap is based on forward yield curves, which are observable inputs provided by banks and available in other public data sources and are classified within Level 2.
(xi)Contract costs
Contract costs include customer acquisition costs, which consist primarily of sales commissions paid to sales personnel. These costs are deferred as a contract cost asset as they are considered to be incremental costs incurred to obtain a customer contract and amortized on a straight-line basis over a period consistent with the pattern of transfer of the products and services to which the asset relate, including specifically identifiable expected renewals. The Company has determined this to be an average of 4.2 years. The Company uses judgment to determine the period of benefit by taking into consideration its customer contracts and customer life, life of its revenue generating platform technology and other factors.
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.
21
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
Cash and cash equivalents are comprised of:
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Cash at bank and on hand | ||||||||
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 June 30, 2026 and June 30, 2025 the Company had no
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.
| June 30 | June 30 | ||||||||||
| Note | 2026 | 2025 | |||||||||
| $ | $ | ||||||||||
| Interest income | ( | ( | |||||||||
| Interest expense | 14 | ||||||||||
| Accretion expense | 8 | ||||||||||
| Interest expense (net) | |||||||||||
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.
| June 30 | June 30 | ||||||||||
| Note | 2026 | 2025 | |||||||||
| $ | $ | ||||||||||
| Trade receivables | |||||||||||
| Proceeds due on sale of VoIP Supply LLC | 19 | ||||||||||
| Trade and other receivables | |||||||||||
As at June 30, 2025, the Company recorded $4,500 in respect of proceeds due on the the sale of VoIP Supply LLC. (note 19 ), all of which was received during the year ended June 30, 2026.
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:
22
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Trade receivables aging: | ||||||||
| 0-30 days | ||||||||
| 31-90 days | ||||||||
| Greater than 90 days | ||||||||
| Expected credit loss provision | ( | ( | ||||||
| Net trade receivables | ||||||||
The movement in the provision for expected credit losses can be reconciled as follows:
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Expected credit loss provision: | ||||||||
| Expected credit loss provision, beginning balance | ( | ( | ||||||
Net change in expected credit loss provision during the year | ||||||||
| Expected credit loss provision, ending balance | ( | ( | ||||||
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.
The provision matrix below shows the expected credit loss rate for each aging category of trade receivables.
| June 30, 2026 | ||||||||||||||
| Over 30 | ||||||||||||||
| Up to 30 days | days past | Over 90 days | ||||||||||||
| Total | past due | due | past due | |||||||||||
| Default rates | % | % | % | |||||||||||
| Trade receivables | $ | $ | $ | $ | ||||||||||
| Expected credit loss provision | $ | $ | $ | $ | ||||||||||
| June 30, 2025 | ||||||||||||||
| Over 30 | ||||||||||||||
| Up to 30 days | days past | Over 90 days | ||||||||||||
| Total | past due | due | past due | |||||||||||
| Default rates | % | % | % | |||||||||||
| Trade receivables | $ | $ | $ | $ | ||||||||||
| Expected credit loss provision | $ | $ | $ | $ | ||||||||||
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.
23
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
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 June 30, 2026:
| within 12 months | 13-24 months | 25-36 months | >36 months | Total | |||||||||||||
| $ | $ | $ | $ | $ | |||||||||||||
| Accounts payable and accrued liabilities | |||||||||||||||||
| Sales tax payable | |||||||||||||||||
| Operating facility and loans | |||||||||||||||||
| Lease obligations on right of use assets | |||||||||||||||||
| Other non-current liabilities | |||||||||||||||||
Foreign currency risk
A portion of the Company’s transactions occur in a foreign currency (Australian Dollar (AUD), Canadian Dollars (CAD), Columbia Peso (COP), Euros (EUR), Great British Pounds (GBP), Indian Rupees (INR), and Philippine Peso (PHP), therefore, the Company is exposed to foreign currency risk at the end of the reporting period through its foreign denominated cash, trade receivables, contract assets, accounts payable and accrued liabilities. As at June 30, 2026, a 10 % depreciation or appreciation of the AUD, CAD, COP, EUR, GBP, INR, and PHP currencies against the U.S. dollar would have resulted in an approximate $87 (June 30, 2025 - $58 ) increase or decrease, respectively, in total comprehensive loss.
Interest rate risk
The Company’s exposure to interest rate fluctuations is with its credit facility (Note 14) which bears interest at a floating rate. As at June 30, 2026, a change in the interest rate of 1 % per annum would have an impact of approximately $240 (June 30, 2025 - $402 ) per annum in finance costs. The Company also entered an interest rate swap arrangement for its loan facility (Note 14) to manage the exposure to changes in SOFR-rate based interest rate. As described in detail in Note 14, the fair value of the interest rate swaps are a current asset of $64 and non-current asset of $nil on June 30, 2026 (June 30, 2025 - current asset of $254 and non-current asset of $41 ).
5. Capital management
The Company’s objectives in managing capital is to safeguard the Company’s assets, to ensure sufficient liquidity to sustain the viability of the future development of the business via advancement of its significant research and development efforts, to conservatively manage financial risk and to maximize investor, creditor, and market confidence. The Company considers its capital structure to include its shareholders’ equity and operating facilities and loans. Working capital is optimized via stringent cash flow policies surrounding disbursement, foreign currency exchange and investment decision-making. There have been no changes in the Company’s approach to capital management during the year, and apart from the financial covenants as discussed in Note 14, the Company is not subject to any other capital requirements imposed by external parties.
24
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
6. Inventories
Inventories recognized in the consolidated statements of financial position are comprised of:
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Finished goods | ||||||||
| Components and parts | ||||||||
| Provision for obsolescence | ( | ( | ||||||
| Net inventory carrying value | ||||||||
During the the year ended June 30, 2026, the Company recorded a non-cash inventory write-down of $3,000 due to the Company exiting the legacy connectivity products including the IP telephony cards and session board controllers. The charge was recorded in Inventory write-down in the consolidated statements of loss and comprehensive loss
Excluding the impact of the Inventory write-down, during the year ended June 30, 2026, inventories in the amount of $9,117 (June 30, 2025 - $31,113 ) were included in cost of sales.
25
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(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, 2024 | |||||||||||||||||||||||
| Additions | |||||||||||||||||||||||
| Disposals | ( | ( | ( | ||||||||||||||||||||
| Disposal of VoIP Supply LLC | 19 | ( | ( | ( | |||||||||||||||||||
Balance at June 30, 2025 | |||||||||||||||||||||||
| Additions | |||||||||||||||||||||||
| Disposals | ( | ( | |||||||||||||||||||||
Balance at June 30, 2026 | |||||||||||||||||||||||
| Accumulated depreciation | |||||||||||||||||||||||
Balance at July 1, 2024 | |||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Disposals | ( | ( | |||||||||||||||||||||
| Disposal of VoIP Supply LLC | 19 | ( | ( | ( | |||||||||||||||||||
Balance at June 30, 2025 | |||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Disposals | ( | ( | |||||||||||||||||||||
Balance at June 30, 2026 | |||||||||||||||||||||||
| Net book value as at: | |||||||||||||||||||||||
Balance at June 30, 2025 | |||||||||||||||||||||||
Balance at June 30, 2026 | |||||||||||||||||||||||
For the year ended June 30, 2026, depreciation expense of $781 (June 30, 2025 - $812 ) was recorded in general and administration expense in the consolidated statements of loss and comprehensive loss. Depreciation expense in the amount of $2,469 was included in cost of sales for the year ended June 30, 2026 (June 30, 2025 - $3,254 ).
26
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(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, 2024 | ||||||||
| Additions | ||||||||
| Terminations | ( | |||||||
| Disposal of VoIP Supply LLC | 19 | ( | ||||||
Balance at June 30, 2025 | ||||||||
| Additions | ||||||||
| Effects of movements on exchange rates | ( | |||||||
Balance at June 30, 2026 | ||||||||
| Accumulated depreciation and repayments | ||||||||
Balance as at July 1, 2024 | ||||||||
| Depreciation expense | ||||||||
| Terminations | ( | |||||||
| Disposal of VoIP Supply LLC | 19 | ( | ||||||
Balance at June 30, 2025 | ||||||||
| Depreciation expense | ||||||||
| Effects of movements on exchange rates | ( | |||||||
Balance at June 30, 2026 | ||||||||
| Net book value as at: | ||||||||
| June 30, 2025 | ||||||||
| June 30, 2026 | ||||||||
| Note | Lease obligations | |||||||
| $ | ||||||||
| Present value of leases | ||||||||
Balance as at July 1, 2024 | ||||||||
| Additions | ||||||||
| Repayments | ( | |||||||
| Accretion expense | ||||||||
| Terminations | ( | |||||||
| Effects of movements on exchange rates | ||||||||
| Disposal of VoIP Supply LLC | 19 | ( | ||||||
Balance at June 30, 2025 | ||||||||
| Additions | ||||||||
| Repayments | ( | |||||||
| Accretion expense | ||||||||
| Effects of movements on exchange rates | ( | |||||||
Balance at June 30, 2026 | ||||||||
| Lease Obligations - Current | ||||||||
| Lease Obligations - Non-current | ||||||||
27
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
Amounts recognized in consolidated statements of loss and comprehensive loss | June 30 | June 30 | ||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Depreciation charge on right-of-use assets | ||||||||
| Interest expense on lease obligations | ||||||||
| Income from sub-leasing right-of-use assets | ( | ( | ||||||
| Expenses relating to leases of low-value assets | ||||||||
28
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(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, 2024 | ||||||||||||||||||||
| Disposal of VoIP Supply LLC | 19 | ( | ( | ( | ||||||||||||||||
Balance at June 30, 2025 | ||||||||||||||||||||
Balance at June 30, 2026 | ||||||||||||||||||||
| Accumulated amortization | ||||||||||||||||||||
Balance at July 1, 2024 | ||||||||||||||||||||
| Amortization expense | ||||||||||||||||||||
| Disposal of VoIP Supply LLC | 19 | ( | ( | ( | ||||||||||||||||
Balance at June 30, 2025 | ||||||||||||||||||||
| Amortization expense | ||||||||||||||||||||
Balance at June 30, 2026 | ||||||||||||||||||||
| Net book value as at: | ||||||||||||||||||||
Balance at June 30, 2025 | ||||||||||||||||||||
Balance at June 30, 2026 | ||||||||||||||||||||
For the year ended June 30, 2026, amortization expense of intangible assets was $32,112 (June 30, 2025 - $32,768 ).
29
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
10. Development costs
| Cost | $ | ||||
Balance at July 1, 2024 | |||||
| Additions | |||||
| Investment tax credits | ( | ||||
Balance at June 30, 2025 | |||||
| Additions | |||||
| Investment tax credits | ( | ||||
Balance at June 30, 2026 | |||||
| Accumulated amortization | |||||
Balance at July 1, 2024 | ( | ||||
| Amortization | ( | ||||
Balance at June 30, 2025 | ( | ||||
| Amortization | ( | ||||
Balance at June 30, 2026 | ( | ||||
| June 30 | June 30 | |||||||
| June 30 | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Net capitalized development costs | ||||||||
Amortization expense is included in research and development expense in the consolidated statements of loss and comprehensive loss. For the year ended June 30, 2026, amortization was $6,147 (June 30, 2025 - $5,646 ). In addition to the above amortization, the Company has recognized $36,757 of engineering expenditures as expenses during the year ended June 30, 2026 (June 30, 2025 - $36,503 ).
30
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
11. Income tax
(a.) Amounts recognized in profit or loss:
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Current tax expense | ||||||||
| Current year | ||||||||
| Changes in prior years position | ( | |||||||
| Deferred tax recovery | ||||||||
| Origination and reversal of temporary differences | ( | ( | ||||||
| Changes in tax rate & deferred tax asset not recognized | ||||||||
| Changes in prior years position | ( | ( | ||||||
| ( | ( | |||||||
(b.) Amounts recognized in OCI:
| June 30 | June 30 | |||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Before tax | Tax benefit | Net of tax | Before tax | Tax benefit | Net of tax | |||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||
| Change in fair value of interest rate swaps, net of tax | ( | ( | ( | ( | ||||||||||||||||
(c.) Reconciliation of effective tax rate:
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Loss before tax from continuing operations | ( | ( | ||||||
| Tax using the Company's domestic tax rate | ( | ( | ||||||
| Effect of tax rates in foreign jurisdictions | ||||||||
| Changes in tax rate & deferred tax asset not recognized | ||||||||
| Tax effect of: | ||||||||
| Share based compensation | ||||||||
| Other non-deductible expenses | ( | ( | ||||||
| Scientific Research and Experimental Development | ( | |||||||
| Impact of Section 382 limitation | ||||||||
| Sale of VoIP Supply LLC | ||||||||
| Goodwill impairment | ||||||||
| Change in prior years position | ( | |||||||
| ( | ( | |||||||
31
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
(d.) Movements in deferred tax balances:
| Balance at July 1, 2025 | Balance at June 30, 2026 | ||||||||||||||||||||||
| DTA/(DTL) | Recognized in profit or loss | Recognized in OCI | Other | Net | DTA | DTL | |||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Non-deductible reserves | ( | ||||||||||||||||||||||
| SR&ED investment tax credits, net of 12(1)(x) | ( | ||||||||||||||||||||||
| Property, plant and equipment | ( | ( | ( | ||||||||||||||||||||
| Intangible assets including goodwill | ( | ( | ( | ||||||||||||||||||||
| Deferred development costs | ( | ( | ( | ||||||||||||||||||||
| Non-capital/Net operating losses carried forward | |||||||||||||||||||||||
| Right of use liabilities | ( | ||||||||||||||||||||||
| Right of use assets & other | ( | ( | ( | ||||||||||||||||||||
| US R&D Investment Tax Credits | |||||||||||||||||||||||
| 163J interest | ( | ||||||||||||||||||||||
| Interest Swap | ( | ( | ( | ||||||||||||||||||||
| Tax assets (liabilities) before set-off | ( | ( | |||||||||||||||||||||
| Set-off of tax | ( | ||||||||||||||||||||||
| Net tax assets (liabilities) | |||||||||||||||||||||||
| Balance at July 1, 2024 | Balance at June 30, 2025 | ||||||||||||||||||||||
| DTA/(DTL) | Recognized in profit or loss | Recognized in OCI | Other | Net | DTA | DTL | |||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Non-deductible reserves | ( | ||||||||||||||||||||||
| SR&ED investment tax credits, net of 12(1)(x) | ( | ||||||||||||||||||||||
| Property, plant and equipment | ( | ( | ( | ||||||||||||||||||||
| Intangible assets including goodwill | ( | ( | ( | ||||||||||||||||||||
| Deferred development costs | ( | ||||||||||||||||||||||
| Non-capital/Net operating losses carried forward | ( | ||||||||||||||||||||||
| Right of use liabilities | ( | ||||||||||||||||||||||
| Right of use assets & other | ( | ( | ( | ||||||||||||||||||||
| Share issuance cost | ( | ||||||||||||||||||||||
| 163J interest | ( | ||||||||||||||||||||||
| Interest Swap | ( | ( | ( | ||||||||||||||||||||
| Tax assets (liabilities) before set-off | ( | ( | ( | ( | |||||||||||||||||||
| Set-off of tax | ( | ||||||||||||||||||||||
| Net tax assets (liabilities) | ( | ||||||||||||||||||||||
32
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
(e.) Unrecognized deferred tax asset:
| June 30 | June 30 | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Gross amount | Tax effect | Gross amount | Tax effect | |||||||||||
| $ | $ | $ | $ | |||||||||||
| Capital losses carried forward Canada | ||||||||||||||
| Capital losses carried forward USA | ||||||||||||||
| Non-capital losses - STC Canada | ||||||||||||||
| Net operating loss - Australia | ||||||||||||||
Capital losses carried forward do not expire while the non-capital loss will expire in 2042.
12. Goodwill
The carrying amount and movements of goodwill was as follows:
| Note | $ | |||||||
Balance at July 1, 2024 | ||||||||
| Disposal of VoIP Supply LLC | 19 | ( | ||||||
Balance at June 30, 2025 | ||||||||
| Goodwill Impairment | ( | |||||||
Balance at June 30, 2026 | ||||||||
There is no
The Company performed an annual impairment test for its single CGU as at June 30, 2026. The recoverable amount of the Company’s only CGU (“Sangoma”) was determined based on a fair value less costs to sell valuation model which used cash flow projections based on financial forecasts from management covering a five-year period and an after-tax discount rate of 14.5 % to 16.3 % (pre-tax – 17.6 % to 19.8 % ) per annum. The terminal value beyond the five-year period was determined using an enterprise value to earnings before interest, taxes, depreciation, amortization, and EV/EBITDA exit multiple based on peer group valuations. The cash flow projections used in estimating the recoverable amount were generally consistent with results achieved historically adjusted for anticipated growth. The Company concluded that the carrying value of its CGU was higher than the recoverable amount, therefore, a $68,394 non-cash goodwill impairment charge was recognized in the year ended June 30, 2026 (year ended June 30, 2025 - $nil ). As of June 30, 2026, the carrying value of the Sangoma CGU was $241,322 and the recoverable amount was $172,928 giving rise to a deficiency of $68,394 .
The Company performed sensitivities of key assumptions used in the impairment test at June 30, 2026 and determined that if all other assumptions were held constant:
•A 0.5% increase or decrease in the after-tax discount rate would change the estimated fair value by $3,400 .
•A 0.25 times increase or decrease in the EV/EBITDA exit multiple used in determining the terminal value would change the estimated fair value by $6,500 .
33
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
13. Provisions
| $ | |||||
Balance at July 1, 2024 | |||||
Provision reversed during the year | ( | ||||
Balance at June 30, 2025 | |||||
Provision reversed during the year | ( | ||||
Balance at June 30, 2026 | |||||
14. Operating facility and loan and derivative assets and liabilities
(a) Operating facility and loan
(i)On October 18, 2019, the Company entered into a loan facility with two banks and drew down $34,800 . This loan is repayable on a straight-line basis through quarterly installment of $1,450 , and was scheduled to be fully repaid on September 30, 2025. On March 24, 2025, the Company issued the repayment notice for the prepayment of the remaining balance of $2,900 . On March 31, 2025, the remaining balance of $2,900 was paid in full. The balance outstanding against this term loan facility as of June 30, 2026 is $nil (June 30, 2025 - $nil ).
(ii)On March 31, 2021, the Company amended its term loan facility with its lenders and drew down a second loan of $52,500 to fund part of the acquisition of StarBlue Inc. The second loan is repayable, on a straight-line basis, through quarterly payments of $2,188 and matures on February 28, 2027. The balance outstanding against this term loan facility as of June 30, 2026 is $6,563 (June 30, 2025 - $15,313 ). As at June 30, 2026, $6,563 (June 30, 2025 - $8,750 ) is classified as current and $nil (June 30, 2025 - $6,563 ) is classified as long-term in the consolidated statements of financial position.
(iii) On March 28, 2022, the Company amended its term loan facility with its lenders and drew down a third loan of $45,000 to fund part of the acquisition of NetFortris Corporation. The loan is repayable, on a straight-line basis, through quarterly payments of $1,875 and is due to mature on March 31, 2028. On June 28, 2022, the Company amended its term loan facility with its lenders, the amended repayment for the first twelve quarterly payments of $788 and $2,963 thereafter. The first quarterly repayment of $2,963 was made on June 30, 2025. The balance outstanding against this term loan facility as of June 30, 2026 is $20,737 (June 30, 2025 - $32,587 ). As at June 30, 2026, $11,850 (June 30, 2025 - $11,850 ) is classified as current and $8,887 (June 30, 2025 - $20,737 ) is classified as long-term in the consolidated 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 June 30, 2026, there is no outstanding balance on the revolving credit facility (June 30, 2025 - $nil ).
For the year ended June 30, 2026, the Company incurred interest costs to service its borrowing facilities, comprising of the loans and operating facilities, in the amount of $2,164 (June 30, 2025 - $3,953 ). During the year ended June 30, 2026, the Company borrowed $nil (June 30, 2025 - $nil ) in term loans and repaid $20,600 (June 30, 2025 - $21,325 ) in term loans. The Company repaid $nil (June 30, 2025 - $8,600 ) in revolving credit facility.
34
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
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 June 30, 2026, and June 30, 2025 the Company was in compliance with all covenants related to its credit agreements.
(b) Derivative assets and liabilities
The Company uses derivative financial instruments to hedge its exposure to interest rate risks. All derivative financial instruments are recognized as either assets or liabilities at fair value on the consolidated 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 consolidated 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 June 30, 2026, the notional amount of the interest rate swap was $6,563 (June 30, 2025 – $15,313 ). The interest rate swap has a weighted average fixed rate of 1.80 % (June 30, 2025 – 1.80 %) and have been designated as an effective cash flow hedge and therefore qualifies for hedge accounting.
As at June 30, 2026, the fair value of the interest rate swap assets were valued at current of $64 (June 30, 2025 - $254 ) and non-current $nil (June 30, 2025 – $41 ). The current and non-current derivative assets were recorded in the consolidated statements of financial position.
For the year ended June 30, 2026, the change in fair value of the interest rate swaps, net of tax, was a loss of $173 (June 30, 2025 – a loss of $561 ) recorded in other comprehensive loss in the consolidated 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.
35
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
15. Contract liabilities
Contract liabilities, which includes deferred revenues, represent the future performance obligations to customers in respect of services or customer activation fees for which consideration has been received upfront and is recognized over the expected term of the customer relationship.
Contract liabilities as at June 30, 2026, and June 30, 2025 are below:
| $ | |||||
Opening balance, July 1, 2024 | |||||
Revenue deferred during the year | |||||
Deferred revenue recognized as revenue during the year | ( | ||||
Ending balance, June 30, 2025 | |||||
Revenue deferred during the year | |||||
Deferred revenue recognized as revenue during the year | ( | ||||
Ending balance, June 30, 2026 | |||||
| Contract liabilities - Current | |||||
| Contract liabilities - Non-current | |||||
16. Shareholders' equity
(i)Share capital
The Company’s authorized share capital consists of an unlimited number of common shares without par value. As at June 30, 2026 and 2025, the Company’s issued and outstanding common shares consist of the following:
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| # | # | |||||||
| Shares issued and outstanding: | ||||||||
Outstanding, beginning of the year | ||||||||
| Shares issued under employee share purchase plan | ||||||||
| Shares purchased and cancelled | ( | ( | ||||||
| Shares issued upon exercise of RSUs | ||||||||
Outstanding, end of the year | ||||||||
During the year ended June 30, 2026, a total of 317,066 (June 30, 2025 – 362,492 ) shares were issued upon the exercise of Restricted Share Units, and the Company recorded a charge of $1,604 (June 30, 2025 – $2,012 ) from contributed surplus to share capital.
In September 2024 the Company adopted the Employee Stock Purchase Plan ("ESPP"). The first offering period began on January 15, 2025, with the first purchase under the plan occurring on July 15, 2025. Under the Plan, the Share-based compensation expense related to the ESPP is measured based on the grant date at fair value of the expected discount to be provided to the employees who are registered in the plan. The Company recognizes share based compensation expense related to shares issued pursuant to the ESPP on a straight-line basis over the offering period, which is 6 months. The ESPP allows employees to purchase shares of the Company's common stock at a 10 percent discount from the Company’s stock price on the last day of the offering period. Under the plan, employees may withdraw from the plan at any time during the offering period. Other changes to the percentage contributions can be made at any time during the offering period but will only take effect the next offering period. The ESPP does not include any buy-back provisions or price protection against reductions in share price.
36
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
During the year ended June 30, 2026, a total of 29,650 (June 30, 2025 – nil ) shares were issued upon the exercise of ESPP, and the Company recorded a total of $157 (June 30, 2025 –$nil ) 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.
On April 1, 2026, the Company announced the renewal of the Normal Course Issuer Bid (“NCIB”) with respect to its Shares. Pursuant to the NCIB, the Company may, during the 12-month period commencing April 6, 2026 and ending no later than April 5, 2027, purchase up to 1,663,939 shares, representing 5 % of the total number of 33,278,790 shares outstanding as of March 24, 2026, through the facilities of the TSX, the Nasdaq Global Select Market or alternative Canadian trading systems.
Under the term of the NCIB, during the year ended June 30, 2026, the Company purchased a total of 195,949 common shares (June 30, 2025 – 514,486 ) at an average price of $5.02 per share (June 30, 2025 - $5.56 ), for total consideration of $985 (June 30, 2025 - $2,859 ). During the year ended June 30, 2026, the Company cancelled a total of 270,694 (June 30, 2025 – 507,357 ) common shares including 195,949 purchased in fiscal 2026 and 74,745 purchased at the end of fiscal 2025. the Company recorded a total reduction of $1,028 (June 30, 2025 - $2,872 ) in share capital for the value of the common shares settled and cancelled in the periods.
In connection with the NCIB, the Company entered into an automatic share purchase plan ("ASPP") with a designated broker for the purpose of allowing the Company to purchase its common shares under the NCIB during self-imposed trading blackout periods. Under the ASPP, the broker is authorized to repurchase common shares during blackout periods, without consultation with the Company, on predefined terms, including share price, time period and subject to other limitations imposed by the Company and subject to rules and policies of the TSX and applicable securities laws, such as a daily purchase restriction.
The Company did not provide its Broker with instructions to purchasing under its NCIB during the blackout period following the end of the year ended June 30, 2026. As at June 30, 2026, the Company had no liability and was not required to pay the designated broker under the ASPP.
(ii) Share based payments
On December 13, 2022, the Company’s shareholders approved the Omnibus Equity Incentive Plan (the “Plan”), which replaces the previous share option plan (the “Legacy Plan”). No further grants will be made under the Legacy Plan.
Under the Plan, the Company may grant participants Options, Deferred Share Units (DSUs), Performance Share Units (PSUs), Restricted Share Units (RSUs), and Employee Share Purchase Plan (ESPP).
The DSUs, PSUs, RSUs are redeemable either for one common share or for an amount in cash equal to the fair market value of one common share (at the option of the Company and as set out in the participant’s equity award agreement). All DSUs, PSUs and RSUs and are accounted for as equity-settled awards.
DSUs generally vest immediately and become redeemable once a director no longer serves on the board of the Company.
RSUs vest over a three-year period after the date of grant. The expense is measured based on the fair value of the awards at the grant date.
37
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
PSUs vest in full at the end of a three-year period. the final amount is based 100 % on market-based performance targets. The expense related to the PSUs is measured based on the fair value of the awards at the grant date using the Monte Carlo simulation.
For the year ended June 30, 2026, the Company recognized share-based compensation expense in the amount of $2,486 (June 30, 2025 - $2,908 ).
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 year ended June 30, 2026 and June 30, 2025, the Company did not
The following table shows the movement in the stock option plan:
| Number | Weighted | |||||||
| of options | average price | |||||||
| # | $ | |||||||
Balance, July 1, 2024 | ||||||||
| Expired | ( | |||||||
| Forfeited | ( | |||||||
Balance, June 30, 2025 | ||||||||
| Expired | ( | |||||||
| Forfeited | ( | |||||||
Balance, June 30, 2026 | ||||||||
The following table summarizes information about the stock options outstanding and exercisable at the end of each year:
| June 30 | June 30 | |||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| 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 | ||||||||||||||
$ | ||||||||||||||||||||
$ | — | |||||||||||||||||||
$ | ||||||||||||||||||||
$ | — | |||||||||||||||||||
$ | — | |||||||||||||||||||
$ | — | |||||||||||||||||||
38
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
Share Units
The following table summarizes information about the DSUs, PSUs and RSUs granted, exercised and forfeited during the year ended June 30, 2026.
| DSU | PSU | RSU | Total | |||||||||||
Awards outstanding July 1, 2024 | ||||||||||||||
Awards granted during the year | ||||||||||||||
Awards exercised during the year | ( | ( | ||||||||||||
Awards forfeited during the year | ( | ( | ( | |||||||||||
Awards outstanding June 30, 2025 | ||||||||||||||
Awards granted during the year | ||||||||||||||
Awards exercised during the year | ( | ( | ||||||||||||
Awards forfeited during the year | ( | ( | ( | |||||||||||
Awards outstanding June 30, 2026 | ||||||||||||||
During the year ended June 30, 2026, a total of 78,000 DSUs were granted (June 30, 2025 – 64,356 ). The fair value of each DSU issued during the year ended June 30, 2026 is $5.00 per share (June 30, 2025 – $6.06 ).
During the year ended June 30, 2026, a total of 254,375 PSUs were granted (June 30, 2025 – 271,000 ). The average fair value tied to market-based performance targets for each PSU issued during the year ended June 30, 2026 is $2.64 per share (June 30, 2025 – $6.68 ) using the Monte Carlo simulation.
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| Fair value per share | $ | $ | ||||||
| Expected volatility | ||||||||
| Time to expiry | ||||||||
| Risk-free interest rate | ||||||||
During the year ended June 30, 2026, a total of 254,375 RSUs were granted (June 30, 2025 – 271,000 ). The average fair value of each RSU issued during the year ended June 30, 2026 is $4.41 per share (June 30, 2025 –$5.65 ).
During the year ended June 30, 2026, a total of 317,066 RSUs were exercised and settled through the issuance of common shares (June 30, 2025 – 362,492 ).
(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.
39
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| Number of shares: | ||||||||
| Weighted average number of shares outstanding | ||||||||
| Weighted average number of shares used in basic and diluted earnings per share | ||||||||
| Net loss | $ | ( | $ | ( | ||||
| Loss per share | ||||||||
| Basic and diluted | $ | ( | $ | ( | ||||
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.
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| DSU | ||||||||
| PSU | ||||||||
| RSU | ||||||||
| Stock options | ||||||||
17. Related parties
The Company’s related parties include key management personnel and directors. Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances payable are usually settled in cash and relate to director fees.
The Company's related party transactions consist solely of compensation paid to key management personnel and directors as disclosed below. There were no
Compensation of key management personnel
Key management personnel are those individuals having authority and responsibility for planning, directing and controlling the activities of the Company, including members of the Company's Board of Directors. The Company considers key management to be the members of the Board of Directors and five officers.
The remuneration of directors and other members of key management personnel during the fiscal years ended June 30, 2026 and 2025 were as follows:
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Short-term benefits | ||||||||
| Long-term benefits | ||||||||
| Share-based payment transactions | ||||||||
| Total compensation | ||||||||
40
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
18. Segment disclosures
The Company operates as one 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 years ended June 30, 2026 and 2025 as follows:
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Products | ||||||||
| Services | ||||||||
| Total revenues | ||||||||
The sales in each of these geographic locations for the years ended June 30, 2026 and 2025 as follows:
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| USA | ||||||||
| Others | ||||||||
| Total revenues | ||||||||
The non-current assets, in US dollars, in each of the geographic locations as at June 30, 2026, and June 30, 2025 are below:
| June 30 | June 30 | |||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| USA | ||||||||
| Others | ||||||||
| Total non-current assets | ||||||||
41
| Sangoma Technologies Corporation | ||
Notes to the consolidated financial statements | ||
For the years ended June 30, 2026 and 2025 | ||
(in thousands of US dollars, except per share data) | ||
During fiscal 2025, the Company initiated plans for the disposal of substantially all of the assets and liabilities from VoIP Supply LLC, as part of its strategic realignment. In accordance with the criteria set out in IFRS 5, the Company determined that the assets and liabilities at VoIP Supply LLC met the criteria of a disposal group.
The associated assets and liabilities within the disposal group were measured at the lower of their carrying amounts and fair value less costs to sell. VoIP Supply LLC did not represent a separate operating segment under IFRS 8, as the Company considers the entire business of the Company from a single operating segment perspective and assesses the performance of the segment based on measures of profit and loss as well as assets and liabilities. As a result, the operating results of VoIP Supply LLC were not determined to meet the criteria of a discontinued operation under IFRS 5.
20. Subsequent events
As a result of the strategic review process, on September 28, 2026, the Board has approved the sale of the Company, subject to certain closing conditions.
21. Authorization of the consolidated financial statements
The consolidated financial statements were authorized for issuance by the Board of Directors on September 28, 2026.
42