Company Announcements

• Adjusted EBITDA* increased $0.7 million over fiscal 2024.
• Gross margin* of 44.7%, an increase of 8.8% over fiscal 2024.

Investor Conference Call on March 26, 2026 at 4:00 p.m. ET

TORONTO , March 25, 2026 /CNW/ - Baylin Technologies Inc. (TSX: BYL) (OTCQB: BYLTF) (the "Company" or "Baylin"), a leading diversified global wireless technology company focused on research, design, development, manufacture, and sale of passive and active radio frequency products, satellite communications products, and supporting services, today announced its financial results for the three and twelve months ended December 31, 2025. All amounts are stated in Canadian dollars unless otherwise indicated.

FISCAL YEAR SUMMARY

• Revenue of $76.3 million compared to $83.6 million in fiscal 2024, due mainly to lower demand in the Embedded Antenna and Satcom business lines in fiscal 2025, partially offset by strong sales volume increase in the Wireless Infrastructure business line compared to the prior fiscal year.
• Gross margin of 44.7% compared to 41.1% in fiscal 2024. The higher gross margin in fiscal 2025 was mainly due to improved product mix from stronger sales of multibeam, small cell and other innovative antennas of the Wireless Infrastructure business line, as well as improved gross margin from Embedded Antenna business line.
• Gross profit of $34.1 million compared to $34.4 million in fiscal 2024, primarily due to the decrease in revenue in the Embedded Antenna and Satcom business lines as discussed above, while largely offset by the increase in revenue and favourable gross margin in Wireless Infrastructure business line in fiscal 2025.
• Adjusted EBITDA of $6.1 million in fiscal 2025, an increase of $0.7 million or 12.8% compared to fiscal 2024, mainly due to higher gross profit generated by Wireless Infrastructure business line in fiscal 2025.
• Net loss of $4.7 million compared to $8.5 million in fiscal 2024, due mainly to lower operating expenses and a favourable adjustment on the fair market value of the Company's convertible debentures in fiscal 2025. On a per share basis, a net loss of $0.03 per share in fiscal 2025 compared to a net loss of $0.05 per share in fiscal 2024.
• Net debt* of $12.4 million at December 31, 2025, a reduction of $1.9 million from December 31, 2024, mainly attributable to the Company's efficient management of cash and working capital in fiscal 2025.
• Backlog* of $20.4 million at December 31, 2025 compared to $30.2 million at December 31, 2024. The change was primarily due to a slowdown in order intake in the Satcom business line during fiscal 2025. Backlog was $22.2 million at February 28, 2026.

FOURTH QUARTER SUMMARY

• Revenue of $18.2 million compared to $20.8 million in the fourth quarter of 2024. The decrease in the fourth quarter of 2025 was due to lower sales volume in the Embedded Antenna and Satcom business lines as discussed above.
• Gross margin of 46.1% compared to 37.9% in the fourth quarter of 2024. The higher gross margin in the fourth quarter of 2025 was mainly attributable to improved product mix.
• Gross profit of $8.4 million in the fourth quarter of 2025 was an increase of $0.5 million or 6.6% compared to the fourth quarter of 2024, primarily due to the Wireless Infrastructure business line which generated stronger revenue and favourable gross margin in the fourth quarter of 2025.
• Adjusted EBITDA of $1.4 million compared to $1.8 million in the fourth quarter of 2024. Adjusted EBITDA in the fourth quarter of 2024 included a reclassification of $2.0 million from cash based to non-cash based share compensation.
• Net loss of $2.5 million compared to $4.9 million in the fourth quarter of 2024. The net loss in the fourth quarter of 2024 included an impairment charge of $2.6 million for Satcom business line. On a per share basis, a net loss of $0.02 per share in the fourth quarter of 2025 compared to a net loss of $0.03 per share in the fourth quarter of 2024.

RECENT DEVELOPMENTS

Acquisition of Kaelus AB

On December 1, 2025, the Company announced that it had entered into a share purchase agreement with the shareholders of Kaelus AB ("Kaelus") to acquire 100% of the shares of Kaelus for a purchase price of approximately $42 million (subject to adjustment and net of excess cash). The purchase price will be satisfied through a combination of common shares and cash, comprising approximately 52.2 million common shares and $26 million in cash.

The cash portion of the purchase price payable at closing will be funded in part from the proceeds of an offering of 41,250,000 subscription receipts at a price of $0.25 or $10.3 million, which was completed in December 2025. The proceeds of the offering are being held in escrow pending completion of the acquisition and the satisfaction of other required conditions (the "Escrow Release Conditions"). Assuming satisfaction of the Escrow Release Conditions, one common share will automatically be issued in exchange for each subscription receipt, and the net proceeds will be released to the Company. If the Escrow Release Conditions are not satisfied, the proceeds will be returned to investors plus interest.

At the time of the announcement of the acquisition, the Company entered into a non-binding term sheet with a Canadian private lender (the "Lender") to provide a senior secured term loan (the "Loan"), which would be guaranteed by certain of the Company's subsidiaries. The Loan would be used to fund part of the cash portion of the purchase price of the acquisition, repay in full the Company's revolving credit facility with its principal lender, and for general corporate purposes. The Company and the Lender are continuing to negotiate the terms of the Loan. Subject to agreement on those terms, the Company is targeting completion of the acquisition early in the second quarter of 2026. However, there can be no assurance that the parties will be able to reach agreement on the terms of the Loan. In that case, the Company would explore alternative options for the financing required to complete the acquisition, failing which the acquisition may not be completed.

The Company has received foreign investment approval in Finland for the acquisition and conditional approval from the TSX for the issuance of common shares related to the acquisition and the subscription receipt offering, subject to receipt of shareholder approval. The Company intends to rely on section 604(d) of the TSX's Company Manual under which, in certain circumstances, the TSX may permit a listed issuer to provide the TSX with written evidence that holders of more than 50% of voting securities of the issuer, and who are familiar with the proposed transaction, are in favour of the transaction. The Company intends to seek shareholder approval in reliance on this provision.

SELECTED FINANCIAL INFORMATION

The table below discloses selected financial information for the periods indicated.

A copy of the Company's audited consolidated financial statements for the year ended December 31, 2025 and corresponding management's discussion and analysis (the "MD&A") for the three and twelve months ended December 31, 2025 are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

OUTLOOK

Corporate

The Company demonstrated strong operational resilience in 2025, successfully navigating revenue contraction through disciplined cost management and effective portfolio optimization. While the 8.7% decrease in revenue reflected a challenging market environment particularly in the Satcom business line, both the 12.8% increase in Adjusted EBITDA and the marginal 0.9% drop in gross profit reflected the effect of successful optimization of product mix, continued focus on gross margins and enhanced operational efficiency. Overall, the Company's financial results in fiscal 2025 highlighted our consistent focus on prioritizing bottom-line stability despite top-line fluctuations, with the aim of building a leaner, more efficient and more cash-generative business model better positioned for long-term value creation.

However, the macroeconomic environment remains a challenge for the Company, with continuing uncertainty over the impact of US tariffs and retaliatory tariffs from countries subject to US tariffs, changes in customer purchasing behaviour driven by uncertainty over tariffs, as well as the overall level of inflation and interest rates. In addition, tariffs could also affect foreign exchange rates and disrupt supply chains on which the Company relies in producing its products. Despite these challenges and uncertainties, we remain committed to our core principles: clear market driven strategies, containing costs, prioritizing research and development, and focusing on both revenue growth and gross margin improvement. Based on our current assessment of each business unit, we expect the Company's performance in 2026 will be mainly driven by: (i) sales volume increases from new and existing customers in the Embedded Antenna business line; (ii) continuing strength in sales and gross margin in the Wireless Infrastructure business line; and, (iii) lower sales but leaner operations and improved cost structure in the Satcom business line.

Wireless Infrastructure Business Line

In fiscal 2026, Wireless Infrastructure expects continuing strong sales of its multibeam and innovative small cell antennas as well as stadium deployments throughout the year. We are continuing to leverage the competitive advantages that our multibeam antennas provide in order to open up additional global opportunities and drive further sales with the wireless carriers and third-party operators who operate wireless mobile networks for their customers. We are continuing to expand market penetration, including the domestic market in Canada, where we believe there are significant opportunities for us to penetrate major Canadian carriers. Wireless Infrastructure is also in the process of commercializing a new derivative of its patented multibeam antenna and has several carriers asking for a trial. Based on our current assessment for 2026, we anticipate Wireless Infrastructure's performance in revenue, gross profit and Adjusted EBITDA will be comparable with 2025, which was a very strong year.

Embedded Antenna Business Line

Embedded Antenna experienced softer revenue in fiscal 2025 compared to fiscal 2024. This was due largely to unforeseen changes in customer demand as a result of market fluctuations and global economic uncertainty. In 2026, Embedded Antenna expects to see slow recovery in demand for its products, particularly as more service providers shift from Wi-Fi 6 to Wi-Fi 7. For now, we anticipate the Embedded Antenna business line will perform at reasonable levels in the first quarter of 2026, but full-year revenue of 2026 is expected to be stronger than 2025. The number of active bids for new projects remains at a solid level.

Satcom Business Line

Satcom had a challenging year in fiscal 2025, with lower revenue, gross profit and Adjusted EBITDA compared to fiscal 2024. In large part, this was due to reduced demand for its products,  particularly its specialized custom engineered products, such as high power amplifiers for use in military, government, and broadcast applications. The backlog is still low for now, although opportunities for new projects remain strong. Overall, we do not expect a recovery in 2026, with financial metrics lower than those in 2025. Management has taken significant steps to align Satcom's cost structure with its reduced production volume and order flow.

Satcom is generally not subject to US tariffs. See "Tariffs" below.

Tariffs

The Company continues to take proactive steps to monitor and mitigate the effect of US tariffs across all its business lines.

Wireless Infrastructure's products are manufactured in our facility in China or third-party facilities in Vietnam. The actual gross margin impact of tariffs on this business line has been mitigated to a level much lower than the applicable tariff due to a number of measures taken by the Company. This has allowed Wireless Infrastructure to be compliant with the current tariff regime while maintaining a strong margin position.

Embedded Antenna is currently not directly affected by US tariffs on China. Although Embedded Antenna's products are manufactured in our facility in China, they are shipped from there to the contract manufacturers elsewhere in Asia for embedding in the final products of those contract manufacturers.

In the case of Satcom, most of its products are produced in Canada, of which a significant proportion - between 40% and 50% annually - is delivered to customers in the United States. Satcom's products are compliant with Canada's free trade agreement with the United States and Mexico and, therefore, are not subject to the tariffs otherwise applicable on Canadian goods.

KAELUS - PROPOSED ACQUISITION

On December 1, 2025 the Company announced that it had entered into a definitive agreement to acquire 100% of the shares of Kaelus AB. The announcement contained forward looking financial information which has been updated as follows:

Combined actual results on a pro forma basis for 2025 exceeded the forecast results announced on December 1, 2025, with higher revenue, gross profit, improved gross margin and stronger Adjusted EBITDA primarily as a result of the financial performance of the Wireless Infrastructure business line exceeding financial expectations for the fourth quarter of 2025.

Combined revenue on a pro forma basis for 2026 is expected to show a decline, reflecting anticipated impact of weakening order backlog and intake in the Satcom business line. Gross margin is expected to improve mainly due to reclassification of amortized development costs from cost of sales to operating expenses, coupled with underlying gross margin improvements. Adjusted EBITDA is anticipated to decline to $15.1 million mainly due to the revenue decrease in the Satcom business line.

Reconciliations of the Company's non-IFRS measures to their most comparable IFRS measures:

Pro forma 2025 actual operating income was higher than forecast in the December 1, 2025 announcement for the reasons mentioned above. Depreciation and Amortization was lower than anticipated due to shorter useful life estimates initially assumed by the management. Expenses from mergers and acquisitions were higher than anticipated due to higher professional services fees incurred associated with the acquisition, which were offset in part by lower share-based compensation costs.

Pro forma 2026 forecast EBITDA is expected to exceed the forecast with further improved gross margins in the Wireless Infrastructure and Embedded Antenna business lines. Share-based compensation is expected to be lower with a certain level of incentive payments planned to be cash based in 2026.

The financial outlook is based on a number of material factors and assumptions that reflect the management's assessment as of the date hereof, including assumptions that:

• Kaelus's historical and forecast financial and operating information are accurate in all material respects;
• the Company will be able to integrate Kaelus without material disruption to the combined businesses;
• overall revenue growth is based on currently expected industry demand trends and customer order patterns within each business line;
• there will be no material change in macroeconomic, political or inflationary conditions generally, or in legal or regulatory markets in which the Company and Kaelus operate, that will materially impact the financial performance of the combined business;
• the respective businesses of the Company and Kaelus will not be affected materially by supply chain or other disruptions;
• there will be no material change in current foreign exchange rates, interest rates or accounting standards; and,
• Kaelus will be entitled under IFRS 38 to capitalize its development costs.

The financial outlook does not reflect potential operating synergies, cost savings or additional revenue from cross-selling opportunities and assumes capital expenditure levels and working capital investment consistent with management budgets for 2026.

The financial outlook is subject to significant risks and uncertainties that could cause actual results to differ materially, including the risk that our and Kaelus's businesses may not perform as expected following the acquisition, that synergies and cross-selling opportunities may not materialize, and the risks described under "Forward-Looking Information and Statements" in this press release and in the Company's continuous disclosure documents available under its profile on SEDAR+. Readers are cautioned not to place undue reliance on the financial outlook. The financial outlook speaks only as at the date of this release. Unless required by applicable law, the Company does not intend, and does not assume any obligation, to update the financial outlook.

INVESTOR CONFERENCE CALL

Baylin will hold a conference call on Thursday, March 26, 2026 at 4:00 p.m. (ET) to discuss its financial results for the three and twelve months ended December 31, 2025. The conference call will be hosted by Leighton Carroll, Chief Executive Officer, and Cliff Gary, Chief Financial Officer. All interested parties are invited to participate using the dial-in details provided below.

FORWARD-LOOKING INFORMATION AND STATEMENTS

This press release includes forward-looking information and forward-looking statements (together, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements are not statements of historical fact. Rather, forward-looking statements are disclosure regarding the conditions, developments, events or financial performance that we expect or anticipate may or will occur in the future including, among other things, information or statements concerning our objectives and strategies to achieve those objectives, statements with respect to management's beliefs, estimates, intentions and plans, and statements concerning anticipated future circumstances, events, expectations, operations, performance or results. Forward-looking statements can be identified generally by the use of forward-looking terminology, such as "anticipate", "believe", "could", "should", "would", "estimate", "expect", "forecast", "indicate", "intend", "likely", "may", "outlook", "plan", "potential", "project", "seek", "target", "trend" or "will" or the negative or other variations of these words or other comparable words or phrases and is intended to identify forward-looking statements, although not all forward-looking statements contain these words.

The forward-looking statements in this press release include statements concerning the outlook for our business generally and each of our business lines in particular, including our expectation for future financial performance, the effect of the macroeconomic environment, higher interest rates, timing of and potential impacts from US tariffs and retaliatory tariffs from countries subject to US tariffs, and other disruptions to our business and financial performance. Forward-looking statements are based on certain assumptions and estimates made by us in light of experience and perception of historical trends, current conditions, anticipated future developments, including projected growth in the sales of passive and active radio frequency and satellite communications products, and supporting services, and other factors that we believe are appropriate and reasonable in the circumstances, but there can be no assurance that such assumptions and estimates will prove to be correct.

Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including the risk factors discussed in the Company's most recent Annual Information Form, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca. All the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors in this press release. There can be no assurance that the actual results or developments will be realized or, even if substantially realized, will have the expected consequences to, or effects on, the Company. Unless required by applicable securities law, the Company does not intend and does not assume any obligation to update any forward-looking statements.

NON-IFRS MEASURES

This press release includes a number of measures that are not recognized under International Financial Reporting Standards ("IFRS"), do not have any standardized meaning under IFRS and as such may not be comparable to similar measures presented by other companies. Management believes that these measures provide useful information to analysts, investors and other interested parties regarding the Company's financial condition and results of operation as they provide additional key metrics of the Company's performance. While management believes that non-IFRS measures provide useful supplemental information, they are not intended to represent, and should not be considered as alternatives to, net income (loss), cash flows generated by operating, investing or financing activities, or other financial statement data presented in accordance with IFRS. For further information, see "Non-IFRS Measures" on page 3 of the MD&A.

ABOUT BAYLIN

Baylin is a leading diversified global wireless technology company focused on research, design, development, manufacture, and sale of passive and active radio frequency products, satellite communications products, and supporting services.

SOURCE Baylin Technologies Inc.

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