Sangoma signs sale agreement with BRC affiliate

Sangoma repaid $5.150 million in term loans during the quarter and reported compliance with all credit-agreement covenants.

Available on EDGAR 11/05/2026 - 05:01 PM EST Accepted by SEC EDGAR 11/05/2026 - 05:01 PM EST

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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.

How Sentiment works How the balance works

Form Type

6-K

Rhea-AI Filing Summary

On September 28, 2026, Sangoma Technologies Corporation’s board approved and entered into a definitive arrangement agreement for the sale of the company to BRC Group Holdings, Inc.; an affiliate of BRC is to acquire all issued and outstanding common shares. The transaction is subject to shareholder and regulatory approval and is expected to close no later than early 2027.

For the three months ended September 30, 2026, revenue was $50.062 million versus $50.332 million a year earlier. Service revenue was $45.541 million, down 2%, while product revenue rose 15% to $4.521 million, primarily reflecting higher one-time purchases of legacy hardware after its end-of-life announcement. Gross margin was 70%, versus 72%. Net loss was $2.885 million versus $2.647 million, and Adjusted EBITDA, a non-IFRS measure, was $7.309 million versus $7.987 million. Net cash from operating activities rose to $8.771 million from $4.938 million. Debt outstanding was $22.150 million as of September 30, 2026, versus $42.750 million as of September 30, 2025.

1 point · 0 major

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.

How the balance works How Sentiment works

0 major · 2 points

How the balance works

Positive

Moderate pointOperating cash flow rose 78% to $8.771 million year over year.

Negative

Moderate pointAdjusted EBITDA fell 8% to $7.309 million year over year.
Moderate pointNet loss increased 9% to $2.885 million year over year.

Filing Explained

During the three months ended September 30, 2026, Sangoma issued common shares through its employee purchase plan and PSU and RSU exercises; outstanding shares rose from 33,338,932 to 33,514,977, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.

Key Figures

Revenue: $50.062 million Product revenue: $4.521 million Gross margin: 70% +5 more

8 metrics

Revenue $50.062 million Three months ended September 30, 2026; $50.332 million in the comparable 2025 period.

Product revenue $4.521 million Three months ended September 30, 2026; up 15% from the comparable 2025 period.

Gross margin 70% Three months ended September 30, 2026; 72% in the comparable 2025 period.

Net loss $2.885 million Three months ended September 30, 2026; $2.647 million in the comparable 2025 period.

Adjusted EBITDA $7.309 million Three months ended September 30, 2026; $7.987 million in the comparable 2025 period.

Net cash provided by operating activities $8.771 million Three months ended September 30, 2026; $4.938 million in the comparable 2025 period.

Total debt outstanding $22.150 million As of September 30, 2026; $42.750 million as of September 30, 2025.

Cash and cash equivalents $11.868 million As of September 30, 2026.

Key Terms

Adjusted EBITDA, Free Cash Flow, contract liabilities, cash flow hedge, +1 more

5 terms

Adjusted EBITDA financial

"Adjusted EBITDA for the first quarter of fiscal 2027 was $7,309"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Free Cash Flow financial

"The derivation of Free Cash Flow and the reconciliation"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

contract liabilities financial

"Contract liabilities, which includes deferred revenues"

Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.

cash flow hedge financial

"designated as an effective cash flow hedge"

A cash flow hedge is an accounting label for a contract or arrangement used to offset expected future swings in a company’s cash payments or receipts — for example from variable-rate interest, foreign currency sales, or forecasted purchases. It matters to investors because it aims to smooth future cash and earnings volatility: gains or losses on the hedge are held out of current profit and reported separately until the underlying transaction affects results, much like buying insurance to steady future bills.

expected credit loss provision financial

"Expected credit loss provision, ending balance"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Is SANG being acquired, and when could the deal close?

An affiliate of BRC Group Holdings, Inc. is to acquire all of Sangoma’s issued and outstanding common shares under a definitive arrangement agreement. The transaction is subject to shareholder and regulatory approval and is expected to close no later than early 2027.

How did SANG perform in Q1 fiscal 2027?

For the three months ended September 30, 2026, revenue was $50.062 million, net loss was $2.885 million, and Adjusted EBITDA was $7.309 million. Net cash provided by operating activities was $8.771 million.

Why did SANG's product revenue increase?

SANG's product revenue increased 15% year over year to $4.521 million, primarily because of higher one-time purchases of legacy connectivity hardware after the company announced those products' end of life during the first quarter of fiscal 2027. Sangoma said it will no longer sell those products.

Was SANG in compliance with its debt covenants?

Sangoma reported that it was in compliance with all covenants related to its credit agreements as of September 30, 2026. The covenants principally concern total funded debt to EBITDA and the debt service coverage ratio.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

For the month of November 2027

Commission File Number: 001-41175

Sangoma Technologies Corporation

(Exact name of Registrant as specified in its charter)

N/A

(Translation of registrant's name into English)

Bay-Adelaide Centre,

333 Bay Street, Suite 3400,

Toronto, Ontario, Canada M5H 2S7

(905) 474-1990

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

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

DOCUMENTS INCLUDED AS PART OF THIS REPORT


Exhibit
99.1						Unaudited Condensed Consolidated Interim Financial Statements of the Registrant for the three month period ended September 30, 2026 and 2025
99.2						Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the three month period ended September 30, 2026 and 2025
99.3						Press Release dated November 5, 2026, titled “Sangoma Announces First Quarter Fiscal 2027 Results”
99.4						Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.5						Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)

SIGNATURES

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


	Sangoma Technologies Corporation
Date: November 5, 2026	By:	/s/ Samantha Reburn
		Name: Samantha Reburn
		Title: Chief Legal & Administrative Officer

SANGOMA TECHNOLOGIES CORPORATION

Condensed consolidated interim financial statements for the

three month periods ended September 30, 2026 and 2025

(Unaudited in thousands of US dollars)

Bay-Adelaide Centre,

333 Bay Street, Suite 3400,

Toronto, Ontario,

Canada M5H 2S7

Sangoma Technologies Corporation

Three month periods ended September 30, 2026 and 2025

Table of contents




Condensed consolidated interim statements of financial position			3

Condensed consolidated interim statements of loss and comprehensive loss			4

Condensed consolidated interim statements of changes in shareholders’ equity			5

Condensed consolidated interim statements of cash flows			6

Notes to the condensed consolidated interim financial statements			7-22


Sangoma Technologies Corporation
Condensed consolidated interim statements of financial position
As at September 30, 2026, and June 30, 2026
(Unaudited in thousands of US dollars, except per share data)


		September 30	June 30

	Note	2026	2026
		$	$
Assets
Current assets
Cash and cash equivalents	4	11,868	10,431
Trade and other receivables	4	12,148	11,305
Inventories	6	3,179	4,762
Sales tax receivable		586	837
Income tax receivable		1,397	1,225
Contract assets		1,021	1,046
Derivative assets	14	39	64

Other current assets		4,549	4,043
		34,787	33,713
Non-current assets
Property and equipment	7	4,287	4,797
Right-of-use assets	8	5,535	5,909
Intangible assets	9	51,038	59,012
Development costs	10	8,158	8,235
Deferred income tax assets		4,556	3,707
Goodwill	12	118,446	118,446
Contract assets		1,161	1,273


Other non-current assets		418	419
		228,386	235,511
Liabilities
Current liabilities
Accounts payable and accrued liabilities	4,	15,130	14,557
Provisions	13	234	142
Sales tax payable		1,315	1,365
Income tax payable		331	382

Operating facility and loans	14	16,225	18,412
Contract liabilities	15	6,997	6,711


Lease obligations on right-of-use assets	8	1,487	1,570
		41,719	43,139
Long term liabilities

Operating facility and loans	14	5,925	8,888
Contract liabilities	15	1,683	1,894
Non-current lease obligations on right-of-use assets	8	4,998	5,308

Other non-current liabilities		1,650	1,628
		55,975	60,857
Shareholders’ equity
Share capital		381,575	380,859

Contributed surplus		21,700	21,822
Accumulated other comprehensive income		60	12
Accumulated deficit		(230,924)	(228,039)
		172,411	174,654
		228,386	235,511




Approved by the Board
(Signed)	Al Guarino	Director
(Signed)	Allan Brett	Director

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


Sangoma Technologies Corporation
Condensed consolidated interim statements of loss and comprehensive loss
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)



		September 30		September 30

	Note	2026		2025
				(Note 2)
		$		$
Revenue	18	50,062		50,332
Cost of sales		15,089		14,013

Gross profit		34,973		36,319

Expenses
Sales and marketing		11,513		11,725
Research and development	10	10,536		11,313
General and administration		7,144		7,070
Amortization of intangible assets	9	7,974		8,172




Interest expense (net)	4, 8 ,14	392		649

Restructuring and business integration costs		978		563






Loss before income tax		(3,564)		(3,173)
Provision for income taxes
Current	11	530		528
Deferred	11	(1,209)		(1,054)
Net loss		(2,885)		(2,647)

Other comprehensive loss
Items to be reclassified to net loss
Loss in fair value of interest rate swaps, net of tax	11,14	(19)		(67)
Foreign currency translation gain		67		79


Comprehensive loss		(2,837)		(2,635)

Loss per share
Basic and diluted	16(iii)	$	(0.09)	$	(0.08)




Weighted average number of shares outstanding
Basic and diluted	16(iii)	33,401,494		33,243,223

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


Sangoma Technologies Corporation
Condensed consolidated interim statements of changes in shareholders' equity
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)


	Note	Number of common shares	Share capital	Contributed surplus	Accumulated other comprehensive earnings	Retained earnings (accumulated deficit)	Total shareholders' equity
		#	$	$	$	$	$


Balance, July 1, 2025		33,262,910	380,126	20,949	65	(146,945)	254,195

Net loss	2	—	—	—	—	(2,647)	(2,647)

Change in fair value of interest rate swaps, net of tax	11, 14	—	—	—	(67)	—	(67)
Change in cumulative impact of foreign currency		—	—	—	79	—	79



Common shares issued under employee share purchase plan	16(i)	12,033	72	—	—	—	72

Common shares issued for RSU exercised	16(i),16(ii)	129,557	757	(757)	—	—	—
Common shares purchased and cancelled, net of tax	4	(74,745)	(44)	—	—	—	(44)

Shares repurchase commitments under the automatic share purchase plan	16(i)	—	—	(988)	—	—	(988)
Share-based compensation expense	16(ii)	—	—	529	—	—	529
Balance at September 30, 2025	2	33,329,755	380,911	19,733	77	(149,592)	251,129

Balance, July 1, 2026		33,338,932	380,859	21,822	12	(228,039)	174,654

Net loss		—	—	—	—	(2,885)	(2,885)


Change in fair value of interest rate swaps, net of tax	11, 14	—	—	—	(19)	—	(19)
Change in cumulative impact of foreign currency		—	—	—	67	—	67



Common shares issued under employee share purchase plan	16(i)	19,239	111	(10)	—	—	101
Common shares issued for PSU exercised	16(i)	11,874	41	(41)	—	—	—
Common shares issued for RSU exercised	16(i),16(ii)	144,932	564	(564)	—	—	—



Share-based compensation expense	16(ii)	—	—	493	—	—	493
Balance at September 30, 2026		33,514,977	381,575	21,700	60	(230,924)	172,411

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


Sangoma Technologies Corporation
Condensed consolidated interim statements of cash flows
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)



		September 30	September 30

	Note	2026	2025
			(Note 2)
Operating activities		$	$
Net loss		(2,885)	(2,647)
Adjustments for:
Depreciation of property and equipment	7	663	887
Depreciation of right-of-use assets	8	373	360
Amortization of intangible assets	9	7,974	8,172
Amortization of development costs	10	1,615	1,535
Income tax recovery	11	(679)	(526)
Income tax paid		(273)	(773)

Share-based compensation expense	16(ii)	493	529

Unrealized foreign exchange gain (loss)		69	78




Accretion expense	8	50	51


Loss on disposal of property and equipment	7	36	113



Changes in working capital
Trade and other receivables		(843)	(2,428)
Inventories		1,583	677
Sales tax receivable		251	231

Contract assets		137	154
Other assets		(505)	(901)
Sales tax payable		(50)	(1,268)
Accounts payable and accrued liabilities		573	634
Provisions		92	(6)
Other non current liabilities		22	(16)
Contract liabilities		75	82
Net cash provided by operating activities		8,771	4,938
Investing activities
Purchase of property and equipment	7	(189)	(241)
Development costs	10	(1,652)	(1,467)
Proceeds from sale of VoIP Supply LLC		—	4,500

Net cash flows provided by (used in) investing activities		(1,841)	2,792
Financing activities

Repayments of operating facility and loan	14	(5,150)	(5,150)
Repayment of lease obligations on right-of-use assets	8	(444)	(419)


Common shares issued under employee share purchase plan	16(i)	101	72

Common shares purchased and canceled	16(i)	—	(44)

Net cash flows used in financing activities		(5,493)	(5,541)

Increase in cash and cash equivalents		1,437	2,189

Cash and cash equivalents, beginning of the period		10,431	13,494
Cash and cash equivalents, end of the period		11,868	15,683

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


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

1. General information

Founded in 1984, Sangoma Technologies Corporation (“Sangoma” or the “Company”) is publicly traded on the Toronto Stock Exchange (TSX: STC) and NASDAQ (NASDAQ: SANG). The Company was incorporated in Canada, and its legal name is Sangoma Technologies Corporation. Its primary operating subsidiaries as of September 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. 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.

As a result of the strategic review process, on September 28, 2026, the Board approved and entered into a definitive agreement for the sale of the Company (the “Transaction”), subject to certain closing conditions. The transaction is subject to shareholder and regulatory approval and is expected to close no later than early 2027.

The Company is domiciled in Ontario, Canada. The address of the Company’s registered office is Bay-Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7 and the Company operates in multiple jurisdictions.

2. Significant accounting policies

Statement of compliance and basis of presentation

These interim financial statements for the three month periods ended September 30, 2026 and 2025 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”).

These interim financial statements do not include all of the disclosures required by International Financial Reporting Standards (“IFRS Accounting Standards”) for annual consolidated financial statements and accordingly should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2026 (“annual financial statements”) prepared in accordance with IFRS Accounting Standards.

Recast of comparative financial statements

During the fourth quarter of fiscal 2026, the Company identified and corrected an immaterial error in service revenue for the three months ended September 30, 2025. The error was caused by incomplete data migration between the Company's Salesforce and NetSuite systems (the "ERP Revenue Matter") which continued to recognize revenue for cancelled contracts subsequent to the date of cancellation, as a result of the Company’s ERP implementation on July 1, 2025. The error overstated the Company’s revenue and understated deferred revenue by $486 in the three months ended September 30, 2025.

In addition, general and administration expense was adjusted by $176 for the three months ended September 30, 2025 which reflected the retrospective allocation of a reduction in the Company's accrual for performance-based compensation. The Company accrues performance-based bonus expense throughout the year based on then-current projections of annual performance against target. As the ERP Revenue Matter reduced the Company's projected annual revenue and Adjusted EBITDA, the related bonus accrual has been correspondingly reduced.


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

Management assessed the materiality of the ERP Revenue Matter and adjustment to general and administration expense on the comparative Q1/26 interim financial statements and concluded that the impact was not material to any period. The correction has been reflected in the comparative period interim financial statements.

The error had no impact on reported cash flow from operating activities in the three months ended September 30, 2025, as the change in net loss was offset by the corresponding changes in working capital.

3. Significant accounting judgements, estimates and uncertainties

These unaudited condensed consolidated interim financial statements were prepared using the same basis of presentation, accounting policies and methods of computation as those of the audited consolidated financial statements for the year ended June 30, 2026. They were prepared using the same critical estimates and judgments in applying the accounting policies as those of the audited consolidated financial statements for the year ended June 30, 2026.

The preparation of the unaudited condensed consolidated interim financial statements requires Management to make judgments, estimates and assumptions that affect the application of accounting policies and reported assets, liabilities, revenue and expenses, consistent with those described in the Company’s annual financial statements and as described in these interim financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with the corresponding effect on profit or loss, when, and if, better information is obtained.

4. Financial instruments

The fair values of the cash, trade and other receivables, other current assets, accounts payable and accrued liabilities approximate their carrying values due to the relatively short-term nature of these financial instruments. The fair values of operating facility and loans approximate their carrying values due to variable interest loans or fixed rate loan, which represent market rate.

Derivative assets and liabilities are recorded at fair value.

Cash and cash equivalents are comprised of:


	September 30	June 30

	2026	2026
	$	$
Cash at bank and on hand	11,868	10,431

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 September 30, 2026 and June 30, 2026 the Company had no demand deposits and cash equivalents.

Interest expense (net) comprises of total interest income and interest expense for financial assets or financial liabilities that are not at fair value through profit or loss, and can be summarized as follows:

The Company earns interest income from its liquidable money market deposit account to generate steady cash flows and to manage liquidity. The interest rate on the account is variable based on prevailing market rate.


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)



		September 30	September 30

	Note	2026	2025
		$	$
Interest income		(39)	(141)
Interest expense	14	381	739
Accretion expense	8	50	51
Interest expense (net)		392	649

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.


		September 30	June 30

	Note	2026	2026
		$	$
Trade receivables		12,148	11,305

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:


	September 30	June 30

	2026	2026
	$	$
Trade receivables aging:
0-30 days	10,005	9,865
31-90 days	1,290	1,462
Greater than 90 days	1,157	317
	12,452	11,644
Expected credit loss provision	(304)	(339)
Net trade receivables	12,148	11,305

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


	September 30	June 30

	2026	2026
	$	$
Expected credit loss provision:
Expected credit loss provision, beginning balance	(339)	(496)
Net change in expected credit loss provision during the period	35	157
Expected credit loss provision, ending balance	(304)	(339)

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.


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

Substantially all of the Company’s cash and cash equivalents are held with major Canadian and US financial institutions and thus the exposure to credit risk is considered insignificant. Management actively monitors the Company’s exposure to credit risk under its financial instruments, including with respect to trade receivables.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support its normal operating requirements. The Company coordinates and align this planning and budgeting process with its financing activities through its capital management process.

The Company holds sufficient cash and cash equivalents and working capital, maintained through stringent cash flow management, to ensure sufficient liquidity is maintained. The following are the undiscounted contractual maturities of significant financial liabilities of the Company as at September 30, 2026:


	within 12 months	13-24 months	25-36 months	>36 months	Total
	$	$	$	$	$
Accounts payable and accrued liabilities	15,130	—	—	—	15,130
Sales tax payable	1,315	—	—	—	1,315

Operating facility and loans	16,225	5,925	—	—	22,150
Lease obligations on right of use assets	1,695	1,270	1,150	3,120	7,235
Other non-current liabilities	—	—	—	1,650	1,650
	34,365	7,195	1,150	4,770	47,480

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 September 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 $113 (June 30, 2026 - $87) 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 September 30, 2026, a change in the interest rate of 1% per annum would have an impact of approximately $200 (September 30, 2025 - $362) 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 $39 on September 30, 2026 (June 30, 2026 - current asset of $64 ).

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


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

and loans. Working capital is optimized via stringent cash flow policies surrounding disbursement, foreign currency exchange and investment decision-making. There have been no changes in the Company’s approach to capital management during the period, and apart from the financial covenants as discussed in Note 14, the Company is not subject to any other capital requirements imposed by external parties.

6. Inventories

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


	September 30	June 30

	2026	2026
	$	$
Finished goods	2,652	3,030
Components and parts	860	2,065
	3,512	5,095
Provision for obsolescence	(333)	(333)

Net inventory carrying value	3,179	4,762


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

7. Property and equipment


		Office furniture		Stockroom
		and computer	Software	and production	Tradeshow	Leasehold
	Note	equipment		equipment	equipment	improvements	Total
Cost		$	$	$	$	$	$
Balance at July 1, 2025		6,662	418	16,637	47	510	24,274

Additions		220	—	1,261	—	303	1,784
Disposals		—	—	(764)	—	—	(764)

Balance at June 30, 2026		6,882	418	17,134	47	813	25,294

Additions		9	—	152	—	28	189
Disposals		—	—	(245)	—	—	(245)

Balance at September 30, 2026		6,891	418	17,041	47	841	25,238

Accumulated depreciation
Balance at July 1, 2025		4,826	416	12,113	47	439	17,841
Depreciation expense		1,037	2	2,150	—	61	3,250
Disposals		—	—	(594)	—	—	(594)

Balance at June 30, 2026		5,863	418	13,669	47	500	20,497
Depreciation expense		243	—	398	—	22	663
Disposals		—	—	(209)	—	—	(209)

Balance at September 30, 2026		6,106	418	13,858	47	522	20,951

Net book value as at:
Balance at June 30, 2026		1,019	—	3,465	—	313	4,797
Balance at September 30, 2026		785	—	3,183	—	319	4,287

For the three month period ended September 30, 2026, depreciation expense of $200 (September 30, 2025 - $160) was recorded in general and administration expense in the condensed consolidated interim statements of loss and comprehensive loss. Depreciation expense in the amount of $463 was included in cost of sales for the three month period ended September 30, 2026 (September 30, 2025 - $727).

For the three month period ended September 30, 2026, loss on disposal of $36 (September 30, 2025- $113) was recorded in general and administration expense in the condensed consolidated interim statements of loss and comprehensive loss.


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

8. Leases: Right-of-use assets and lease obligations

The Company’s lease obligations and right-of-use assets are presented below:


	Note	Right-of-use assets
		$
Present value of leases
Balance as at July 1, 2025		14,197
Additions		215


Effects of movements on exchange rates		(16)

Balance at June 30, 2026		14,396



Effects of movements on exchange rates		(2)

Balance at September 30, 2026		14,394

Accumulated depreciation and repayments
Balance as at July 1, 2025		6,982
Depreciation expense		1,508
Effects of movements on exchange rates		(3)

Balance at June 30, 2026		8,487
Depreciation expense		373

Effects of movements on exchange rates		(1)

Balance at September 30, 2026		8,859
Net book value as at:
June 30, 2026		5,909
September 30, 2026		5,535


	Note	Lease obligations
		$
Present value of leases
Balance as at July 1, 2025		8,208
Additions		215


Repayments		(1,755)
Accretion expense		225

Effects of movements on exchange rates		(15)

Balance at June 30, 2026		6,878



Repayments		(444)
Accretion expense		50

Effects of movements on exchange rates		1

Balance at September 30, 2026		6,485
Lease Obligations - Current		1,487
Lease Obligations - Non-current		4,998
		6,485


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

9. Intangible assets


					Other
		Purchased	Customer		purchased
	Note	technology	relationships	Brand	intangibles	Total
		$	$	$	$	$
Cost
Balance at July 1, 2025		110,123	125,296	5,737	2,748	243,904




Balance at June 30, 2026		110,123	125,296	5,737	2,748	243,904




Balance at September 30, 2026		110,123	125,296	5,737	2,748	243,904

Accumulated amortization
Balance at July 1, 2025		76,644	69,402	3,986	2,748	152,780
Amortization expense		16,807	14,793	512	—	32,112


Balance at June 30, 2026		93,451	84,195	4,498	2,748	184,892
Amortization expense		4,148	3,698	128	—	7,974


Balance at September 30, 2026		97,599	87,893	4,626	2,748	192,866
Net book value as at:
Balance at June 30, 2026		16,672	41,101	1,239	—	59,012
Balance at September 30, 2026		12,524	37,403	1,111	—	51,038

For the three month period ended September 30, 2026, amortization expense of intangible assets was $7,974 (September 30, 2025 - $8,172).


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

10. Development costs



Cost			$
Balance at July 1, 2025			23,976
Additions			6,246

Investment tax credits			(302)
Balance at June 30, 2026			29,920
Additions			1,652

Investment tax credits			(114)
Balance at September 30, 2026			31,458

Accumulated amortization
Balance at July 1, 2025			(15,538)
Amortization			(6,147)

Balance at June 30, 2026			(21,685)
Amortization			(1,615)

Balance at September 30, 2026			(23,300)


	September 30	June 30

	2026	2026
	$	$
Net capitalized development costs	8,158	8,235

Amortization expense is included in research and development expense in the condensed consolidated interim statements of loss and comprehensive loss. For the three month period ended September 30, 2026, amortization was $1,615 (September 30, 2025 - $1,535 ). In addition to the above amortization, the Company has recognized $8,921 of engineering expenditures as expenses during the three month period ended September 30, 2026 (September 30, 2025 - $9,778).


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

11. Income tax

The Company income tax expense/(recovery) is determined as follows:


	Three month periods ended
	September 30
	2026	2025
		(Note 2)
Statutory income tax rate	25.66%	25.81%
	$	$
Loss before income tax	(3,564)	(3,173)

Expected income tax recovery	(915)	(819)
Difference in foreign tax rates	24	15

Share based compensation	127	137
Other non deductible expenses	(6)	(9)
Changes in estimates	(2)	8
Scientific Research and Experimental Development (SR&ED)	29	16







Changes in tax benefits not recognized	64	126
Income tax recovery	(679)	(526)

The Company’s income tax expense is allocated as follows:	$	$
Current tax expense	530	528
Deferred income tax recovery	(1,209)	(1,054)
Income tax recovery	(679)	(526)

12. Goodwill

The carrying amount and movements of goodwill was as follows:



	Note	$
Balance at July 1, 2025		186,840

Goodwill Impairment		(68,394)

Balance at June 30, 2026		118,446



Balance at September 30, 2026		118,446

There is no addition to goodwill for the three month period ended September 30, 2026. The Company has evaluated for triggers of impairment at September 30, 2026 and has not identified any indicators of impairment.

13. Provisions





												$

Balance at July 1, 2025												172
Provision reversed during the period												(30)
Balance at June 30, 2026												142
Provision reversed during the period												92
Balance at September 30, 2026												234


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

The provisions represent the Company’s best estimate of the value of the products sold in the current financial period that may be returned in a future period.

14. Operating facility and loan and derivative assets and liabilities

(a) Operating facility and loan

(i)On 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 September 30, 2026 is $4,375 (June 30, 2026 - $6,563) is classified as current in the condensed consolidated interim statements of financial position.

(ii) 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 September 30, 2026 is $17,775 (June 30, 2026 - $20,737). As at September 30, 2026, $11,850 (June 30, 2026 - $11,850) is classified as current and $5,925 (June 30, 2026 - $8,887) is classified as long-term in the condensed consolidated interim statements of financial position. On June 4, 2024, the Company entered into the third amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments.

(iii)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 September 30, 2026, there is no outstanding balance on the revolving credit facility (June 30, 2026 - $nil).

For the three month period ended September 30, 2026, the Company incurred interest costs to service its borrowing facilities, comprising of the loans and operating facilities, in the amount of $381 (September 30, 2025 - $739). During the three month period ended September 30, 2026, the Company borrowed $nil (September 30, 2025 - $nil) in term loans and repaid $5,150 (September 30, 2025 - $5,150) in term loans. The Company repaid $nil (September 30, 2025 - $nil) in revolving credit facility.

Under its credit agreements with its lenders, the Company must satisfy certain financial covenants, principally in respect of total funded debt to earnings before interest, taxes and amortization (“EBITDA”), and debt service coverage ratio. As at September 30, 2026, and June 30, 2026 the Company was in compliance with all covenants related to its credit agreements.

(b) Derivative assets and liabilities

The Company uses derivative financial instruments to hedge its exposure to interest rate risks. All derivative financial instruments are recognized as either assets or liabilities at fair value on the condensed consolidated interim statements of financial position. Upon entering into a hedging arrangement with an intent to apply hedge accounting, the Company formally documents the hedge relationship and designates the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge. When the Company determines that a derivative financial instrument qualifies as a cash flow hedge and is effective, the changes in fair value of the instrument are recorded in accumulated other comprehensive loss, net of tax in the condensed consolidated interim statements of financial position and will be reclassified to earnings when the hedged item affects earnings.


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

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 September 30, 2026, the notional amount of the interest rate swap was $4,375 (June 30, 2026 – $6,563). The interest rate swap has a weighted average fixed rate of 1.80% (June 30, 2026 – 1.80%) and have been designated as an effective cash flow hedge and therefore qualifies for hedge accounting.

As at September 30, 2026, the fair value of the interest rate swap assets were valued at current of $39 (June 30, 2026 - $64), and were recorded in the condensed consolidated interim statements of financial position.

For the three month period ended September 30, 2026, the change in fair value of the interest rate swaps, net of tax, was a loss of $19 (September 30, 2025 – a loss of $67) recorded in other comprehensive loss in the condensed consolidated interim statements of loss and comprehensive loss. The fair value of interest rate swap is determined based on the market conditions and the terms of the interest rate swap agreement using the discounted cash flow methodology. Any differences between the hedged SOFR rate and the fixed rate are recorded as interest expense on the same period that the related interest is recorded for the loan facility based on the SOFR rate.

15. Contract liabilities

Contract liabilities, which includes deferred revenues, represent the future performance obligations to customers in respect of services or customer activation fees for which consideration has been received upfront and is recognized over the expected term of the customer relationship.

Contract liabilities as at September 30, 2026, and June 30, 2026 are below:


						$
Opening balance, July 1, 2025						9,732
Revenue deferred during the period						113,524
Deferred revenue recognized as revenue during the period						(114,651)

Ending balance, June 30, 2026						8,605
Revenue deferred during the period						38,054
Deferred revenue recognized as revenue during the period						(37,979)

Ending balance, September 30, 2026						8,680

Contract liabilities - Current						6,997
Contract liabilities - Non-current						1,683
						8,680

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 September 30, 2026 and 2025, the Company’s issued and outstanding common shares consist of the following:


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)


		Three month periods ended

		September 30
	Note	2026	2025
		#	#
Shares issued and outstanding:
Outstanding, beginning of the period		33,338,932	33,262,910

Shares issued under employee share purchase plan		19,239	12,033
Shares purchased and cancelled		—	(74,745)

Shares issued upon exercise of PSUs		11,874	—
Shares issued upon exercise of RSUs		144,932	129,557
Outstanding, end of the period		33,514,977	33,329,755

During the three month period ended September 30, 2026, a total of 144,932 (September 30, 2025 – 129,557) shares were issued upon the exercise of Restricted Share Units, and the Company recorded a charge of $564 (September 30, 2025 – $757) from contributed surplus to share capital.

During the three month period ended September 30, 2026, a total of 11,874 (September 30, 2025 – nil) shares were issued upon the exercise of Performance Share Units, and the Company recorded a charge of $41 (September 30, 2025 – $nil) 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.

During the three month period ended September 30, 2026, a total of 19,239 (September 30, 2025 – 12,033) shares were issued upon the exercise of ESPP, and the Company recorded a total of $111 (September 30, 2025 –$72) to share capital and the company recorded a charge of $10 (September 30, 2025 - $nil) from contributed surplus to share capital.

(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.


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

RSUs vest over a three-year period after the date of grant. The expense is measured based on the fair value of the awards at the grant date.

PSUs vest in full at the end of a three-year period. the final amount is based 100% on market-based performance targets. The expense related to the PSUs is measured based on the fair value of the awards at the grant date using the Monte Carlo simulation.

For the three month period ended September 30, 2026, the Company recognized share-based compensation expense in the amount of $493 (September 30, 2025 - $529).

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 three month period ended September 30, 2026 and September 30, 2025, the Company did not grant any options.

The following table shows the movement in the stock option plan:


	Number	Weighted
	of options	average price
	#	$
Balance, July 1, 2025	381,686	15.62


Expired	(17,869)	17.27
Forfeited	(746)	7.93


Balance, September 30, 2025	363,071	15.55

Balance, July 1, 2026	98,227	17.38


Expired	(4,227)	7.80



Balance, September 30, 2026	94,000	17.81

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



	September 30			September 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


$7.01 - $9.00	67,000	67,000	0.75	78,254	64,157	1.75
$9.01 - $12.00	—	—	—	62,023	62,023	0.67
$12.01 - $15.00	27,000	27,000	0.5	42,000	36,770	1.50
$15.01 - $18.00	—	—	—	99,378	99,378	0.75
$18.01 - $20.00	—	—	—	22,856	22,856	0.75
$20.01 - $27.00	—	—	—	58,560	58,560	0.36
	94,000	94,000	0.68	363,071	343,744	0.98


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited 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 three month period ended September 30, 2026.



	DSU	PSU	RSU	Total
Awards outstanding July 1, 2025	236,442	688,300	465,042	1,389,784

Awards exercised during the period	—	—	(129,557)	(129,557)
Awards forfeited during the period	—	(75,000)	—	(75,000)
Awards outstanding September 30, 2025	236,442	613,300	335,485	1,185,227

Awards outstanding July 1, 2026	314,442	841,175	384,851	1,540,468

Awards exercised during the period	—	(11,874)	(144,932)	(156,806)
Awards forfeited during the period	—	(448,301)	(22,657)	(470,958)
Awards outstanding September 30, 2026	314,442	381,000	217,262	912,704

During the three month period ended September 30, 2026, a total of 144,932 RSUs were exercised and settled through the issuance of common shares (September 30, 2025 – 129,557).

(iii)Loss per share

Both the basic and diluted loss per share have been calculated using the net loss attributable to the shareholders of the Company as the numerator.


	Three month periods ended

	September 30
	2026		2025
			(Note 2)
Number of shares:
Weighted average number of shares outstanding	33,401,494		33,243,223

Weighted average number of shares used in basic and diluted earnings per share	33,401,494		33,243,223






Net loss	$	(2,885)	$	(2,647)


Loss per share
Basic and diluted	$	(0.09)	$	(0.08)

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.



	September 30	September 30

	2026	2025
DSU	314,442	236,442
PSU	381,000	613,300
RSU	217,262	335,485
Stock options	94,000	363,071
	1,006,704	1,548,298


Sangoma Technologies Corporation
Notes to the condensed consolidated interim financial statements
For the three month periods ended September 30, 2026 and 2025
(Unaudited in thousands of US dollars, except per share data)

17. Related parties

The Company’s related parties include key management personnel and directors. Unless otherwise stated, none of the transactions incorporated special terms and conditions and no guarantees were given or received. Outstanding balances payable are usually settled in cash and relate to director fees.

The Company had incurred no related party transactions and had no outstanding balance with related parties as of and for the three month periods ended September 30, 2026 and 2025.

18. Segment disclosures

The Company operates as one operating segment in the development, manufacturing, distribution and support of voice and data connectivity components for software-based communication applications. The Company’s assets are primarily located in the United States of America (“USA”). The Company sells into two major geographic centers: USA and Others. The Company has determined that it has a single reportable segment as the Company’s decision makers review information on a consolidated basis.

Revenues for group of similar products and services can be summarized for the three month periods ended September 30, 2026 and 2025 as follows:



	September 30	September 30

	2026	2025

		(Note 2)
	$	$
Products	4,521	3,940
Services	45,541	46,392
Total revenues	50,062	50,332

The sales in each of these geographic locations for the three month periods ended September 30, 2026 and 2025 as follows:



	September 30	September 30

	2026	2025

		(Note 2)
	$	$
USA	46,849	47,852

Others	3,213	2,480
Total revenues	50,062	50,332

The non-current assets, in US dollars, in each of the geographic locations as at September 30, 2026, and June 30, 2026 are below:


	September 30	June 30

	2026	2026
	$	$
USA	188,934	196,712
Others	4,665	5,086
Total non-current assets	193,599	201,798

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

19. Authorization of the consolidated financial statements

The condensed consolidated interim financial statements were authorized for issuance by the Board of Directors on November 5, 2026.

Management discussion and analysis of financial

condition and results of operations for the

three month period ended September 30, 2026

TABLE OF CONTENTS


INTRODUCTION			3
OVERVIEW			5
OVERALL PERFORMANCE			8
RESULTS OF OPERATIONS			10
QUARTERLY RESULTS OF OPERATIONS			16
LIQUIDITY AND CAPITAL RESOURCES			16
CONTRACTUAL OBLIGATIONS			18

OFF-BALANCE SHEET ARRANGEMENTS			19
RELATED PARTY TRANSACTIONS			19
CRITICAL ACCOUNTING POLICIES AND ESTIMATES			19
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS			19

OUTSTANDING SHARE INFORMATION			20

CONTROLS AND PROCEDURES			20
GLOSSARY OF TERMS			21

INTRODUCTION

As used in this Management Discussion and Analysis (“MD&A”), unless the context indicates or requires otherwise, all references to the “Company”, “Sangoma”, “we”, “us”, or “our” refer to Sangoma Technologies Corporation, together with our subsidiaries, on a consolidated basis as constituted on September 30, 2026. The MD&A is for the three month period ended September 30, 2026 as compared to the same period in the previous year. This MD&A should be read in conjunction with Sangoma’s audited annual consolidated financial statements and related notes as at and for the year ended June 30, 2026 (“Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”), and the interim financial statements for the three month period ended September 30, 2026, prepared in accordance with IAS 34. All amounts are in thousands of United States dollars except where otherwise indicated.

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

This MD&A is dated as of November 5, 2026.

NON-IFRS MEASURES

This MD&A contains references to certain non-IFRS financial measures such as Adjusted EBITDA and Free Cash Flow. These measures are used by management to evaluate the performance of the Company and do not have any meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other reporting issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. These non-IFRS measures are used to provide investors with alternative measures of our operating performance and liquidity and thus highlight trends in our business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures to compare issuers. Management also uses non-IFRS measures to facilitate operating performance comparisons from period to period, the preparation of annual operating budgets and forecasts and to determine components of executive compensation. “Adjusted EBITDA” means earnings before income taxes, interest expense (net), share-based compensation, depreciation (including for right-of-use assets), amortization, restructuring and business integration costs, goodwill impairment, change in fair value of consideration payable and loss on sale divestiture of subsidiary. “Free Cash Flow” means cash flows from operating activities less cash used for purchases of property and equipment and capitalized development costs. The reconciliation of the closest IFRS measure to the non-IFRS measure is set out on pages 15 and 17 herein.

FORWARD-LOOKING STATEMENTS

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

the future, and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include, but are not limited to, statements relating to management’s guidance on revenue and Adjusted EBITDA, expectations regarding demand for the Company’s Products and Services, supply chain dynamics, foreign exchange impacts, cash flows, and other statements that are not historical facts. Words such as “believe”, “could”, “plan”, “estimate”, “expect”, “will”, “intend”, “may”, “potential”, “should”, and similar expressions are intended to identify forward-looking statements.

Although Sangoma believes that the expectations reflected in these forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: changes in exchange rate between the Canadian dollar and other currencies (in particular the United States (“U.S.”) dollar), changes in technology, including with respect to artificial intelligence and machine learning, changes in the business climate, changes to macroeconomic conditions, including (i) inflationary pressures and potential recessionary conditions, as well as actions taken by central banks and regulators across the world in an attempt to reduce, curtail and address such pressures and conditions, and (ii) recent events in the world economy and global financial and credit markets as a consequence of global conflicts, uncertain economic conditions, macroeconomic changes and trade wars (such as the trade war between the U.S., on the one hand, and China, Mexico and Canada, on the other), including the potential use and effects of tariffs to address the U.S. presidential administration’s policy goals, the effects of adverse developments at financial institutions, including bank failures, that impact general sentiment regarding the stability and liquidity of banks (including the U.S. government’s debt ceiling policies and contemplated or actual budget and tax cuts), and the resulting impact on the stability of the global financial markets at large, our ability to identify and remediate material weaknesses and significant deficiencies in our internal controls, changes in the regulatory environment, the imposition of tariffs, impact of our disposition of VoIP Supply, LLC and internal reorganizations, the decline in the importance of the PSTN (as defined herein), impairment of goodwill and new competitive pressures, and acts of terrorism and war, hostilities and conflicts, including, but not limited to, Russia’s invasion of Ukraine in February 2022, the Israel-Hamas conflict, the U.S.-Iran conflict (and related broader geographic instability, including threats to the Strait of Hormuz and elevated energy prices), and associated changes in global trade policies and economic sanctions); the sale of the Company to BRC Group Holdings, Inc. which is subjected to certain closing conditions and the risks and uncertainties described in the Company’s most recently filed Annual Information Form for the fiscal year ended June 30, 2026.

Forward-looking statements are based on the opinions, estimates, and assumptions of management as of the date of this press release and are inherently subject to significant business, economic, and competitive uncertainties and contingencies. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions, or expectations upon which they are based will occur. Except as required by applicable securities laws, Sangoma undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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

OVERVIEW

Sangoma is a leading business communications platform provider with solutions that include its award-winning UCaaS, CCaaS, CPaaS, and Trunking technologies. The enterprise-grade communications suite is developed in-house; available for cloud, hybrid, or on-premises deployments. Additionally, Sangoma’s integrated approach provides managed services for connectivity, network, and security. A trusted communications partner with over 40 years on the market, Sangoma has over 2.7 million UC seats across a diversified base of over 100,000 customers. Sangoma has been recognized for 11 years in the Gartner UCaaS Magic Quadrant. As the primary developer and sponsor of the open source Asterisk and FreePBX projects, Sangoma is determined to continuously drive innovation in communication technology.

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

Unified Communications

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

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

Cloud-Based Business Phone Solution (UCaaS)

Sangoma UC Cloud

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

Sangoma UC Hybrid

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

On-Premises Business Phone Solution

Sangoma UC Prem

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

IP DeskPhone, headsets, UC Clients and Softphones

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

Additional Communications Products

Contact Center as a Service (CCaaS)

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

Communications Platform as a Service (CPaaS)

Sangoma CPaaS allows developers to create applications with real-time communication features like voice, video, chat, and SMS via the cloud. Sangoma provides a platform for developers and customers to

build communication services using voice, APIs, WebRTC, and SMS. To ensure optimal performance, Sangoma offers its own SIP trunking service and sells communication apps based on their CPaaS product.

Video, meetings, and collaboration

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

Trunking as a Service (Taas)

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

MSP Portfolio

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

Hardware

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

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

Open-Source Software Products

Sangoma is the main developer and sponsor of the Asterisk project, the most widely used open-source communications software, and the FreePBX project, the most popular open-source PBX software. Sangoma also provides revenue-generating products and services beyond these open-source projects.

These include software add-ons, IP phones, SIP trunking, cloud-based fax, training, technical support, maintenance, PSTN cards, VoIP gateways, session border controllers, and commercial versions of the PBX/UC software.

OVERALL PERFORMANCE

Operational

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

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

Revenue

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

Innovation

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

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

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

Sales and marketing

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

Avant, App Direct, Intelisys, Jenne, and ScanSource to grow our business nationwide through the channel.

Sales

Sangoma utilizes a 100% channel-driven 'go to market' strategy, collaborating with diverse partners and market influencers. Our network includes individual agents, large technology service distributors (TSDs), and both national and regional distributors. Our customers span from mid-market enterprises needing distributed solutions to smaller SMBs that rely on our partners for digital infrastructure strategies.

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

Marketing

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

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

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

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

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

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

Sangoma to be Acquired by BRC Group Holdings, Inc.

On September 28, 2026, Board approved and entered into a definitive arrangement agreement (the “Arrangement Agreement”) for the sale of the Company to BRC Group Holdings, Inc. (NASDAQ: RILY) (“BRC”), pursuant to which an affiliate of BRC will acquire all of the issued and outstanding common shares (the “Common Shares”) of the Company (the “Transaction”). The transaction is subject to shareholder and regulatory approval and is expected to close no later than early 2027.

RESULTS OF OPERATIONS

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

ITEMS AFFECTING COMPARABILITY OF RESULTS

Recast of comparative financial statements

SUMMARY

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


	Three month period ended September 30
	2026		2025		Change		Change
	$		$		$		%

Revenue	50,062		50,332		(270)		(1)%
Cost of sales	15,089		14,013		1,076		8%

Gross profit	34,973		36,319		(1,346)		(4)%

Expenses
Sales and marketing	11,513		11,725		(212)		(2)%
Research and development	10,536		11,313		(777)		(7)%
General and administration	7,144		7,070		74		1%
Amortization of intangible assets	7,974		8,172		(198)		(2)%




Interest expense (net)	392		649		(257)		(40)%

Restructuring and business integration costs	978		563		415		74%






Loss before income tax	(3,564)		(3,173)		(391)		12%
Provision for income taxes
Current	530		528		2		—%
Deferred	(1,209)		(1,054)		(155)		15%
Net income (loss)	(2,885)		(2,647)		(238)		9%

Other comprehensive income (loss)
Items to be reclassified to net income (loss)
Loss in fair value of interest rate swaps, net of tax	(19)		(67)		48		(72)%
Foreign currency translation gain	67		79		(12)		(15)%
Comprehensive Income (loss)	(2,837)		(2,635)		(202)		8%
Loss per share
Basic and diluted	$	(0.09)	$	(0.08)	$	(0.01)	8%

Weighted average shares outstanding (thousands)
Basic and diluted	33,401		33,243		158		—

REVIEW OF OPERATIONS

Revenue Product vs Service



	Three month period ended September 30							Three month period ended June 30,
	2026		2025		Change		Change	2026	Change	Change
	$		$		$		%	$	$	%
Service revenue	$	45,541	46,392		(851)		(2)%	45,727	(186)	—%
% of total revenue	91%		92%				(1)%	92%		(1)%
Product revenue	$	4,521	$	3,940	$	581	15%	4,089	432	11%
% of total revenue	9%		8%				1%	8%		1%
Total revenue	$	50,062	$	50,332	$	(270)	(1)%	49,816	246	—%

Quarterly Comparison

Service revenue for the first quarter of fiscal 2027 was $45,541 at 91% of total revenue, lower compared to $46,392 at 92% of total revenue in the equivalent quarter of the prior year. On a quarter-over-quarter basis, Service revenue was flat as compared to the fourth quarter of fiscal 2026. The decrease year over year was primarily the result of cloud services revenue.

Product revenue for the first quarter of fiscal 2027 was $4,521 compared to $3,940 in the equivalent quarter of the prior year. On a quarter-over-quarter basis, Product revenue was 11% up compared to $4,089 in the fourth quarter of fiscal 2026. The increase was primarily attributable to higher one-time purchases of the Company’s legacy connectivity hardware products following the end-of-life (“EOL”) announcement made during in the first quarter of fiscal 2027, under which the Company will no longer sell these products.

Total revenue for the first quarter of fiscal 2027 was $50,062, slightly lower as compared to $50,332 of total revenue in the equivalent quarter of the prior year. On a quarter-over-quarter basis, total revenue was higher compared to $49,816 in the fourth quarter of fiscal 2026. Revenue mix for the quarter was in line with the Company’s expectations.

Cost of sales and gross profit



	Three month period ended September 30				Three month period ended June 30,
	2026	2025	Change	Change	2026	Change	Change
	$	$	$	%	$	$	%
Cost of sales	15,089	14,013	1,076	8%	14,551	538	4%
Inventory write-down	—	—	—	—%	3,000	(3,000)	(100)%
Gross profit	34,973	36,319	(1,346)	(4)%	32,265	2,708	8%
Gross margin	70%	72%		(2)%	65%		5%
Gross profit without Inventory write-down	34,973	36,319	(1,346)	(4)%	35,265	(292)	(1)%
Gross margin without Inventory write-down	70%	72%		(2)%	71%		(1)%

Quarterly Comparison

Cost of sales for the first quarter of fiscal 2027 was $15,089 compared to $14,013 in the equivalent quarter of the prior year. On a quarter-over-quarter basis, cost of sales was higher compared to $14,551 in the fourth quarter of fiscal 2026 due to the increase in product revenue.

Gross profit and margin for the first quarter of fiscal 2027, were $34,973 and 70% respectively, lower than $36,319 and 72% in the equivalent quarter of the prior year and lower than $35,265 and 71% in the fourth quarter of fiscal 2026, without the inventory write-down.

Expenses

Costs are allocated to four main categories as follow:


	Three month periods ended September 30				Three month periods ended June 30,
	2026	2025	Change	Change	2026	Change	Change
	$	$	$	%	$	$	%
Sales and marketing	11,513	11,725	(212)	(2)%	11,923	(410)	(3)%
Research and development	10,536	11,313	(777)	(7)%	10,408	128	1%
General and administration	7,144	7,070	74	1%	8,191	(1,047)	(13)%
Amortization of intangible assets	7,974	8,172	(198)	(2)%	7,974	—	—%

Sales and marketing

Quarterly Comparison

Sales and marketing expense was $11,513 for the first quarter of fiscal 2027, decreased by 2% from the $11,725 incurred in the equivalent quarter of the prior year, at 23% of revenue compared to 23% the same quarter a year ago. The decrease was mainly attributed to continuing efforts to align our expenses with our project revenue. On a quarter-over-quarter basis, sales and marketing decreased by 3% compared to $11,923 in the fourth quarter of fiscal 2026 in line with the Company’s Go-To-Market efforts, and marketing resources focused on lead generation.

Research and development

A portion of the Company’s R&D costs are capitalized each period and amortized on a straight-line basis over three years (see the audited consolidated financial statements and related notes for the fiscal year ended June 30, 2026, available at www.sedarplus.ca and www.sec.gov).

Quarterly Comparison

The research and development costs incurred and amortized during the first quarter of fiscal 2027 were $10,536 down (7)% from the $11,313 incurred in the equivalent quarter of the prior year, at approximately 21% of revenue compared to 22% a year ago. On a quarter-over-quarter basis, research and development was up 1% compared to $10,408 in the fourth quarter of fiscal 2026, at approximately 21% of revenue.

For the quarter ended September 30, 2026, the Company did not have any significant projects that have not yet generated revenue, nor did it have any products or services that are not fully developed, and which are material to the Company, therefore no impairment was assessed on any projects.

General and administration

Quarterly Comparison

During the first quarter of fiscal 2027, general and administration expenses were $7,144 at approximately 14% of revenue, which increased by 1% from the $7,070 at approximately 14% of revenue in the equivalent quarter of the prior year. On a quarter-over-quarter basis, general and administration decreased by 13% compared to $8,191 in the fourth quarter of fiscal 2026 due the Company's ongoing cost management initiatives and as a result of specific restructuring efforts the Company undertook in the fourth quarter of 2026.

Amortization of intangible assets

Quarterly Comparison

Amortization of intangible assets was $7,974 for the first quarter of fiscal 2027, decreased by 2% compared to the $8,172 incurred in the equivalent quarter of the prior year, at approximately 16% of revenue compared to 16%, respectively. On a quarter-over-quarter basis, Amortization of intangible assets was unchanged compared to $7,974 in the fourth quarter of fiscal 2026.

Other expenses are allocated as follow:


	Three month periods ended September 30				Three month periods ended June 30,
	2026	2025	Change	Change	2026	Change	Change
	$	$	$	%	$	$	%




Interest expense (net)	392	649	(257)	(40)%	449	(57)	(13)%

Restructuring and business integration costs	978	563	415	74%	1,449	(471)	(33)%

Interest expense (net)

Quarterly Comparison

Net interest expense was $392 for the first quarter of fiscal 2027, a savings of $257 from the $649 incurred in the equivalent quarter of the prior year. The reduction of 40% on the interest expense was primarily driven by the lower loan balance and interest rate, and interest income from its liquidable money market deposit account. On a quarter-over-quarter basis, net interest expense decreased slightly compared to $449 in the fourth quarter of fiscal 2026.

Restructuring and business integration costs

Quarterly Comparison

The restructuring cost was $978 for the first quarter of fiscal 2027 compared to $563 incurred in the equivalent quarter of the prior year, and $1,449 in the fourth quarter of fiscal 2026. The year over year increase reflects the final write-down of the remaining legacy connectivity hardware inventory as well as a reduction in headcount, primarily within the Company's sales and marketing and customer onboarding and support functions, undertaken to align the Company's cost structure with its current scale and forecasted growth trajectory.

Net loss

Quarterly Comparison

Net loss for the first quarter of fiscal 2027 was $2,885 ($0.09 loss per share fully diluted), compared to a net loss of $2,647 ($0.08 loss per share fully diluted) incurred in the equivalent quarter of the prior year.

Adjusted EBITDA

The derivation of Adjusted EBITDA and the reconciliation of net (loss) income to Adjusted EBITDA for the comparable periods are shown in the table below.


	Three month periods ended September 30				Three month periods ended June 30,
	2026	2025	Change	Change	2026	Change	Change
	$	$	$	%	$	$	%
Net loss	(2,885)	(2,647)	(238)	9%	(72,516)	69,631	(96)%
Tax recovery	(679)	(526)	(153)	29%	(4,007)	3,328	(83)%
Interest expense (net)	392	649	(257)	(40)%	449	(57)	(13)%
Share-based compensation	493	529	(36)	(7)%	696	(203)	(29)%
Depreciation of property and equipment	663	887	(224)	(25)%	721	(58)	(8)%
Depreciation of right-of-use assets	373	360	13	4%	374	(1)	—%
Amortization of intangibles	7,974	8,172	(198)	(2)%	7,974	—	—%

Restructuring and business integration costs	978	563	415	74%	1,449	(471)	(33)%
Inventory write-down	—	—	—	—%	3,000	(3,000)	(100)%


Goodwill Impairment	—	—	—	—%	68,394	(68,394)	(100)%

Adjusted EBITDA	7,309	7,987	(678)	(8)%	6,534	775	12%
AEBITDA as a % of revenue	15%	16%		(1)%	13%		2%

Quarterly Comparison

Adjusted EBITDA for the first quarter of fiscal 2027 was $7,309, lower than the $7,987 in the equivalent quarter of the prior year, at 15% and 16% of revenue in each period respectively. The decrease was primarily due to lower revenue and gross margin.

QUARTERLY RESULTS OF OPERATIONS

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


	Second	Third	Fourth	First	Second	Third	Fourth	First
	quarter	quarter	quarter	quarter	quarter	quarter	quarter	quarter
	2025	2025	2025	2026	2026	2026	2026	2027
Product Revenue	$10,306	$9,524	$11,305	$3,940	$3,871	$4,220	$4,089	$4,521
Product Revenue % Total Revenue	17%	16%	19%	8%	8%	8%	8%	9%
Service Revenue	$48,807	$48,543	$48,057	$46,392	$46,333	$45,493	$45,727	$45,541
Service Revenue % Total Revenue	83%	84%	81%	92%	92%	92%	92%	91%
Total Revenue	$59,113	$58,067	$59,362	$50,332	$50,204	$49,713	$49,816	$50,062
Gross Profit	$40,488	$40,039	$40,041	$36,319	$37,000	$35,079	$32,265	$34,973
Operating Expenses1	$41,296	$40,605	$39,063	$38,280	$39,507	$38,005	$38,496	$37,167

Net (loss) income	$(1,881)	$(1,428)	$209	$(2,647)	$(2,786)	$(3,145)	$(72,516)	$(2,885)

Earnings (loss) per share - basic and diluted	$(0.06)	$(0.04)	$0.01	$(0.08)	$(0.08)	$(0.09)	$(2.19)	$(0.09)

Cash from Operating Activities	$11,913	$10,620	$7,126	$4,628	$9,341	$5,165	$4,568	$8,771
Free Cash Flow	$9,786	$8,355	$4,794	$2,920	$7,248	$2,767	$2,737	$6,930

Free Cash Flow per share - basic and diluted	$0.29	$0.25	$0.14	$0.09	$0.22	$0.08	$0.08	$0.21


Adjusted EBITDA	$10,088	$9,772	$11,361	$7,987	$7,545	$6,665	$6,534	$7,309
AEBITDA as a % Revenue	17%	17%	19%	16%	15%	13%	13%	15%
AEBITDA as a % Revenue quarterly change		—%	2%	(3)%	(1)%	(2)%	—%	2%

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

Sales and Net Loss by Quarter

As discussed in the Company's fiscal 2025 MD&A, the Company completed a transformation of its go-to-market approach during fiscal 2025, which contributed to extended sales cycles, particularly for larger enterprise accounts and expected quarterly revenue to resume in fiscal 2026. Due to continued sales cycle elongation and the macro-economic factors, growth was delayed and the factors continued to impact the first quarter of fiscal 2027. Service revenue continues to account for the majority of total revenue at 91% this quarter.

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2026, the Company had current assets of $34,787 and current liabilities of $41,719, compared with $33,713 and $43,139 at June 30, 2026, respectively. The increase in current assets is mainly due to cash, and trade and other receivables, while the decrease in current liabilities is primarily due to the operating facility and loans.

Cash of $11,868 on September 30, 2026 was 14% higher than the $10,431 on June 30, 2026. The Company used a portion of its cash to continue servicing the debts. During the first quarter of fiscal 2027, the Company repaid $5,150 in term loan payments, unchanged from the same quarter a year ago. As at September 30, 2026, the total outstanding debt was reduced to $22,150 from $42,750 as at September 30, 2025.

Trade receivables of $12,148 on September 30, 2026, were higher than the $11,305 on June 30, 2026 mainly due to the end of life sale of the legacy connectivity hardware products.

Inventories of $3,179 on September 30, 2026, were $1,583 lower than the $4,762 on June 30, 2026. The decrease is associated with the exit of legacy connectivity products, specifically IP telephony cards and session border controllers.

The Company’s net cash flows from operating activities in the first quarter of fiscal 2027 was $8,771, up from the $4,938 incurred in the equivalent quarter of the prior year primarily driven by lower inventory and trade and other receivables. Net cash provided by operating activities as a percentage of Adjusted EBITDA for the first quarter of fiscal 2027 was 120%, compared to 62% from the prior year period.

Free Cash Flow

The derivation of Free Cash Flow and the reconciliation of net cash from operating activities to Free Cash Flow for the comparable periods are shown in the table below.


	Three month periods ended September 30
	2026		2025		Change		Change
	$		$		$		%
Net cash provided by operating activities	8,771		4,938		3,833		78%
Purchase of property and equipment	(189)		(241)		52		(22)%
Development costs	(1,652)		(1,467)		(185)		13%
Free Cash Flow	6,930		3,230		3,700		115%

Free Cash Flow per share - basic & diluted	$	0.21	$	0.10	$	0.11	114	%


Weighted average shares outstanding - basic & diluted	33,401		33,243		158		—%

Free Cash Flow for the first quarter of fiscal 2027 was $6,930 ($0.21 per share fully diluted), an increase from the $3,230 ($0.10 per share fully diluted) incurred in the equivalent quarter of the prior year.

Credit Facility

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

On March 28, 2022, the Company entered into the Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”) which amended and restated the Amended and

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

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

On April 6, 2023 the Company entered into a second amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments and to amend the amount of the revolving credit facility from $6,000 to $20,000 and the amount of the swingline credit facility from $1,500 to $5,000. Both the first term loan and the the revolving credit facility were fully repaid in fiscal 2025.

On June 4, 2024, the Company entered into the third amendment to the Second Amended and Restated Credit Agreement to reflect certain administrative amendments. As at September 30, 2026, the total debt outstanding is $22,150 compared to $42,750 as at September 30, 2025.

Under its Second Amended and Restated Credit Agreement with its lenders, the Company must satisfy certain financial covenants, principally in respect of total funded debt to earnings before interest, taxes and amortization, and debt service coverage ratio. As at September 30, 2026, the Company was in compliance with all covenants related to its Credit Agreement.

CONTRACTUAL OBLIGATIONS

The following table shows the movement in contractual liabilities from July 1, 2026 to September 30, 2026:


			$
Opening balance, July 1, 2025			9,732
Revenue deferred during the period			113,524
Deferred revenue recognized as revenue during the period			(114,651)

Ending balance, June 30, 2026			8,605
Revenue deferred during the period			38,054
Deferred revenue recognized as revenue during the period			(37,979)

Ending balance, September 30, 2026			8,680

Contract liabilities - Current			6,997
Contract liabilities - Non-current			1,683
			8,680

Commitments

The table below outlines our contractual commitments as of September 30, 2026:


	within 12 months	13-24 months	25-36 months	>36 months	Total
	$	$	$	$	$
Accounts payable and accrued liabilities	15,130	—	—	—	15,130
Sales tax payable	1,315	—	—	—	1,315

Operating facility and loans	16,225	5,925	—	—	22,150
Lease obligations on right of use assets	1,695	1,270	1,150	3,120	7,235
Other non-current liabilities	—	—	—	1,650	1,650
	34,365	7,195	1,150	4,770	47,480

OFF-BALANCE SHEET ARRANGEMENTS

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

RELATED PARTY TRANSACTIONS

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We review these estimates on an ongoing basis based on management’s best knowledge of current events and actions that we may undertake in the future. Actual results could differ from these estimates. All significant estimates and critical judgments, estimates, and assumptions are described in Note 3 of the Company’s Financial Statements.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The fair values of the cash and cash equivalents, trade and other receivables, contract assets, other current assets, accounts payable and accrued liabilities, approximate their carrying values due to the relatively short-term nature of these financial instruments or as these financial instruments are fair valued at each

reporting period. The fair values of operating facility and loans approximate their carrying values due to variable interest loans or fixed rate loan, which represent market rate. Derivative assets and liabilities and consideration payable are recorded at fair value. Further details relating to our financial instruments, the risks associated with the financial instruments and how we manage those risks, are described in Note 4 of the Company’s Financial Statements.

OUTSTANDING SHARE INFORMATION

We are currently authorized to issue an unlimited number of common shares. As of the date hereof, 33,514,977 common shares, 94,000 stock options and 912,704 share units are issued and outstanding.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Management of the Company, under the supervision of the Chief Executive Officer and interim Chief Financial Officer, is responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting (“ICFR”) (as defined under applicable Canadian securities laws and by the United States Securities and Exchange Commission (“SEC”) in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) for the Company to ensure that (i) material information relating to the Company is made known to management by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual and interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time period specified in securities legislation. Our certifying officers concluded that, as a result of the material weakness in internal control over financial reporting as described in the Company’s Fiscal 2026 management disclosure & analysis dated September 28, 2026 (the “Fiscal 2026 M&A”), our disclosure controls and procedures were not effective as of September 30, 2026.

Management’s Report on Internal Control over Financial Reporting

Internal control over financial reporting (“ICFR”), as defined under the rules of the Canadian Securities Administrators and under Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. ICFR includes those policies and procedures that establish the following:

a.maintenance of records in reasonable detail, that accurately and fairly reflect the transactions and dispositions of assets;

b.reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable IFRS;

c.receipts and expenditures are only being made in accordance with authorizations of management or the Board of Directors; and

d.reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, ICFR may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in ICFR, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management, under the supervision and with the participation of our Chief Executive Officer and interim Chief Financial Officer and oversight of the Board of Directors, evaluated the effectiveness of our ICFR as of September 30, 2026 against the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon the evaluation, our Chief Executive Officer and interim Chief Financial Officer have concluded that, because of the material weakness described in the Fiscal 2026 MD&A, the Company’s ICFR was not effective as at September 30, 2026.

Remediation of Material Weakness in ICFR

Management is committed to the planning and implementation of remediation efforts to address the material weakness, as well as to foster improvement in the Company’s internal controls. As disclosed in the Fiscal 2026 MD&A, these remediation efforts are underway and are intended to address the identified material weakness and enhance the overall financial control environment.

While we believe that the efforts taken to date and those planned for remediation will improve the effectiveness of our internal control over financial reporting, these remediation efforts will require a sufficient period of time to operate for management to be able to conclude that the design is effective to address the risks of material misstatement and that such controls are operating effectively through testing of such controls.

Changes in Internal Control over Financial Reporting

Aside from the remediation activities related to the material weakness disclosed in our Fiscal 2026 MD&A, no changes in our internal control over financial reporting occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

GLOSSARY OF TERMS

Analog

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

API

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

Codec

In the telephony context a codec is a mechanism of digitally encoding voice. On the PSTN a voice channel takes up 64kbps in a codec standard called G.711. Cell phones use a codec called GSM that compresses the voice further so that a GSM call consumes

about 24kbps. Other compressed codecs are used in VoIP to conserve bandwidth. These include standards such as G.729, G.723. Most audio codecs are lossy, in that some of the voice quality is degraded by the compression. On the other hand, as bandwidth becomes cheaper, VoIP allows one to use other codecs that in fact use more bandwidth than the PSTN, the so-called broadband codecs that have DVD-like voice quality.

Digital telephony

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

DID

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

Gateway

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

ISDN

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

IoT

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

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

ISP

Internet Service Provider

ITSP

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

IVR

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

Open Source

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

NetBorder

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

PBX

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

PSTN

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

SBC

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

SD-WAN

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

Signaling

Call setup and tear down is remarkably complicated, involving such things as responding to the different tones as well as generating them, caller identification, and handling the different features like hook-flash and voicemail properly. There are different signaling mechanisms for different types of circuits. Analog circuits use tones such as out-of-order, busy, ringing as well as the dialing tones. T1 lines often use a data protocol called ISDN PRI, where packets of control data are exchanged on a separate data channel. ISDN PRI is a simplification of the general signaling protocol used internally by the telecommunications networks known as SS7. In all cases, signaling must be exactly compatible with what the Telco expects, so interoperability and standards are important.

SIP

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

T1, E1

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

TDM

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

TSD

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

Unified Communications

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

VoIP

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

NEWS RELEASE

SANGOMA ANNOUNCES FIRST QUARTER FISCAL 2027 RESULTS

TORONTO, ONTARIO, November 5, 2026 – Sangoma Technologies Corporation (TSX: STC; Nasdaq: SANG) (“Sangoma” or the “Company”), a trusted industry leader uniquely offering businesses a choice of on-premises, cloud-based, or hybrid Communications as a Service solutions, today announced its first quarter financial results and unaudited condensed consolidated interim financial statements for the three month period ended September 30, 2026. All amounts are expressed in US dollars unless otherwise stated.

"We are pleased to report solid first quarter results that reflect the stabilization in our recurring revenue, underscored by strong operating and free cash flow generation," said Charles Salameh, Chief Executive Officer. "I want to thank the entire Sangoma team for their continued focus and execution through this period. These results are a direct reflection of that work. As we work toward completing our pending transaction with BRC Group Holdings, we remain focused on serving our customers and partners, and we look forward to joining BRC to expand our platform’s reach and accelerate our next phase of growth."

First Quarter of Fiscal 2027 Highlights:

•Revenue at $50.1 million was 0.49% higher compared to last quarter, revenue mix is in line with the Company's expectations.

•Gross profit of $35.0 million representing 70% of total revenue, compared to $32.3 million representing 65% of total revenue last quarter. Excluding the $3.0 million inventory write-down, gross profit in the prior quarter was $35.3 million or 71% of total revenue, consistent with the current quarter.

•Operating expenses1 were $37.2 million, a decrease of $1.3 million or 3% over the previous quarter, reflecting continuous and focused cost initiatives to align the Company's cost structure with its current scale and forecasted growth trajectory.

•Net loss of $2.9 million ($0.09 loss per share fully diluted) compared to a net loss of $2.6 million ($0.08 loss per share fully diluted) over the same quarter in the prior year.

•Adjusted EBITDA2 of $7.3 million representing 15% of total revenue.

•Quarterly churn remained low at 1.22%

•Net cash provided by operating activities of $8.8 million in the first quarter or 120% as a percentage of Adjusted EBITDA2.

•Free Cash Flow2 in the first quarter of $6.9 million ($0.21 per share fully diluted).

Sangoma to be Acquired by BRC Group Holdings, Inc.

On September 28, 2026, Sangoma announced that it had entered into a definitive arrangement agreement (the “Arrangement Agreement”) with BRC Group Holdings, Inc. (NASDAQ: RILY) (“BRC”), pursuant to which an affiliate of BRC will acquire all of the issued and outstanding common shares (the “Common Shares”) of the Company (the “Transaction”). At the time of the announcement, the Transaction valued Sangoma at an enterprise value of approximately US$204 million (C$289 million).

Under the terms of the Arrangement Agreement, shareholders will receive, for each Common Share held, US$4.925 in cash and 0.04767 of a share of common stock of BRC. Based on the 20-day volume weighted average price of BRC’s common stock on the NASDAQ as of September 28, 2026, the consideration implied a value of US$5.225 (C$7.40) per Common Share, representing premiums of approximately 47% and 51% to the closing price and 10-day volume weighted average price, respectively, of the Common Shares on the TSX as of September 28, 2026. Upon completion of the Transaction, Sangoma shareholders will collectively hold approximately 4% of the issued and outstanding pro forma BRC common stock. Upon closing of the Transaction, the Company intends to apply to delist the Common Shares from the TSX and NASDAQ and to cease to be a reporting issuer under applicable Canadian securities laws.

The Transaction is to be considered by shareholders at a special meeting of shareholders to be held in December 2026. A management information circular with respect to the matters to be considered at that meeting will be mailed to shareholders in November 2026, and filed by Sangoma on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The Transaction is subject to shareholder, court and regulatory approvals and other customary closing conditions, and is expected to close in January 2027.

As a result of the proposed Transaction, the Company will not be holding an earnings conference call and is suspending its practice of providing financial guidance for fiscal 2027.

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

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

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

About Sangoma Technologies Corporation

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

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking information and forward-looking statements (collectively, “forward-looking statements”), including statements regarding the Company’s acquisition by BRC Group Holdings, Inc., future financial and operating performance, business strategy, growth opportunities, market outlook, strategic review process and management’s expectations for fiscal 2027 and beyond.

Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future, and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include, but are not limited to, statements relating to management’s guidance on revenue and Adjusted EBITDA, expectations regarding demand for the Company’s Products and Services, supply chain dynamics, foreign exchange impacts, cash flows, and other statements that are not historical facts. Words such as “believe”, “could”, “plan”, “estimate”, “expect”, “will”, “intend”, “may”, “potential”, “should”, and similar expressions are intended to identify forward-looking statements.

fluctuations, cybersecurity risks, evolving regulatory and compliance requirements, and data sovereignty changes, the Company’s ability to attract and retain key employees, changes in technology, including the impacts of artificial intelligence, automation, or other innovations that could alter competitive dynamics; and the risks and uncertainties described in the Company’s most recently filed Annual Information Form for the fiscal year ended June 30, 2026.

Non-IFRS Measures and Reconciliation of Non-IFRS Measures

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

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

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

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


in US $000	Three month periods ended September 30
	2026	2025	Change	Change
	$	$	$	%
Net loss	(2,885)	(2,647)	(238)	9%
Tax recovery	(679)	(526)	(153)	29%
Interest expense (net)	392	649	(257)	(40)%
Share-based compensation	493	529	(36)	(7)%
Depreciation of property and equipment	663	887	(224)	(25)%
Depreciation of right-of-use assets	373	360	13	4%
Amortization of intangibles	7,974	8,172	(198)	(2)%

Restructuring and business integration costs	978	563	415	74%





Adjusted EBITDA	7,309	7,987	(678)	(8)%
AEBITDA as a % of revenue	15%	16%		(1)%

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

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

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


in US $000	Three month periods ended September 30
	2026	2025	Change	Change
	$	$	$	%
Net cash provided by operating activities	8,771	4,938	3,833	78%
Purchase of property and equipment	(189)	(241)	52	(22)%
Development costs	(1,652)	(1,467)	(185)	13%
Free Cash Flow	6,930	3,230	3,700	115%

Sangoma Technologies Corporation

Adrian Back

Interim Chief Financial Officer

investorrelations@sangoma.com

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Sangoma Technologies Corporation (the “issuer”) for the interim period ended September 30, 2026.

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

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

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

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

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

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

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

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

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

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the interim period:

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 5, 2026

/s/ Charles Salameh

Chief Executive Officer

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Adrian Back, Interim Chief Financial Officer of Sangoma Technologies Corporation, certify the following:

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

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

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

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the interim period:

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

5.3 N/A

Date: November 5, 2026


/s/ Adrian Back
Interim Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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