Novra Technologies : MD&A - Year 2023

MANAGEMENT'S DISCUSSION & ANALYSIS

Periods ended December 31, 2023 and 2022

(Expressed in Canadian dollars)

Novra Technologies Inc.

Management's Discussion &Analysis

Twelve Months Ended December 31, 2023

The following Management's Discussion and Analysis ("MD&A") of Novra Technologies Inc.("Novra") should be read in conjunction with the Consolidated Financial Statements for the periods ended December 31, 2023 and 2022, and related notes included therein (the "Consolidated Financial Statements"). These Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). All information in this MD&A is presented in Canadian dollars, unless otherwise indicated. Tabular dollars are in thousands, except per share amounts. Amounts in tables may not reconcile due to rounding differences.

Throughout this MD&A, "we", "us", "our", "Novra", and "Company" refer to Novra Technologies Inc. and its subsidiaries.

This MD&A is dated as of April 27, 2024 and is current to this date. The MD&A and the Consolidated Financial Statements were approved and authorized for issuance by the Board of Directorson April 27, 2024.

Financial statements, MD&A and other information relating to Novra are available on SEDAR+ at www.sedarplus.ca.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains "forward-looking statements" within the meaning of applicable Canadian securities laws, concerning but not limited to: our outlook, the expected cost savings from integrating Wegener operations with the Novra Group, proposed acquisition of remaining 48.4% of Wegener, anticipated developments in our operations in future periods, the adequacy of Novra's financial resources and other events and conditions that may occur in the future. Forward-looking statements are generally identifiable by words such as "expect", "anticipates", "believes", "intends", "estimates", "predicts", "potential", "promising", "targeted", "plans" "possible", "position for", "prepare for" and similar expressions, or statements that events, conditions or results "will", "may", "could" or "should" occur or be achieved. As such, forward-looking statements are not historical facts but reflect our current assumptions and expectations regarding future events. These are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations and assumptions. Some of these risks and uncertainties are described herein under the "Risks and Uncertainties" section of this MD&A.

For the above reasons, readers are cautioned not to place undue reliance on forward-looking statements.

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Novra Technologies Inc.

Management's Discussion &Analysis

Twelve Months Ended December 31, 2023

Table of Contents
BUSINESS OVERVIEW	3
OVERALL PERFORMANCE	6
Results and Outlook	7
Highlights of 2023 and early 2024	8
DISCUSSION OF OPERATIONS	10
Revenue and Gross Margin	10
Operating Expenses	11
Foreign Exchange Gain (Loss)	12
Depreciation and Amortization	12
Tax Expense	12
EBITDA and Adjusted EBITDA	13
SELECTED QUARTERLY FINANCIAL INFORMATION	13
LIQUIDITY	14
CAPITAL RESOURCES	16
OFF BALANCE SHEET ARRANGEMENTS	16
TRANSACTIONS WITH RELATED PARTIES	16
ACCOUNTING MATTERS	16
Critical Accounting Estimates	16
FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS	17
RISKS AND UNCERTAINTIES	17

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Novra Technologies Inc.

Management's Discussion &Analysis

Twelve Months Ended December 31, 2023

BUSINESS OVERVIEW

Novra Technologies Inc. (headquartered in Winnipeg, Canada) is a public company on the TSX Venture Exchange ("TSX-V"), which trades under the stock symbol NVI. Novra is also listed in the United States on the OTCQB Venture Exchange, under the symbol NVRVF. Novra owns International Datacasting Corporation ("IDC") based in Ottawa, Canada, as well as controlling interest in Wegener Corporation ("Wegener"), based in Atlanta GA. Both are long-time leaders in multimedia broadband distribution infrastructure. Together they make up the Novra group of companies ("Novra Group"). For more background see the website at www.novragroup.com.

Novra is a global business with customers on every continent. We provide technology for distribution of broadband data via satellite and IP networks with a specialization in broadcast media. The Novra Group companies offer a comprehensive portfolio of products, systems, and services. Products include hardware and software tailored for advanced applications in key vertical markets: video, radio, and data distribution, digital cinema and digital signage. Areas of expertise and added value include: encryption, next-generation hybrid networks (satellite/terrestrial/cloud), and efficient bandwidth utilization.

About our business

The media distribution landscape is going through major upheaval driven by a combination of market and technology factors. Important changes include:

• Content is changing. With the explosion of streaming media-video and audio-long form content, limited series, live vs on-demand, the demand for media is growing and evolving.
• Revenue models are changing. Advertising can be much more precisely targeted. New subscription models are emerging. Licensing and underwriting practices are changing. Content is being accessed in more granular models (e.g., through specific apps vs bouquets of live channels).
• Expense model preferences are changing. Businesses are embracing the trend away from one-time infrastructure CAPEX and toward OPEX, paying over time for products and services as they use them. They are often looking to minimize the up-front expense of large infrastructure investments and instead move toward pay-as-you-go operating expenses.
• Distribution platforms and architectures are changing. The legacy model of distribution of channel-basedmedia as a broadcast via satellite - "point to multipoint"- is evolving into a bandwidth intensive hybrid satellite/internet model.

These changes are happening fast and networks are looking for infrastructure that can support these changes - solutions that are adaptable and upgradeable and that can be provided as products and/or services. In many cases this means a move away from purpose-built hardware to software- and service- centric solutions that are scalable, flexible, and cost-effective. We are focused on providing the technology and expertise to advance this paradigm shift.

Embracing and enabling change: designing for today and tomorrow

While addressing the current needs of our customers and key markets, our business strategy is always driving to meet emerging needs through innovation. We're:

• Targeting the applications and geographical markets where satellite technology still thrives including government applications (communications, weather, defense) in North America and around the world, international markets where geographical population distribution is wide

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Management's Discussion &Analysis

Twelve Months Ended December 31, 2023

and availability of terrestrial broadband is low (such as Latin America and Australia), as well as longtime customers with legacy networks that continue to evolve and grow.

• Diversifying into hybrid and IP distribution where we have competitive advantages and see opportunity. Our products support both satellite and IP distribution and are designed for maximum interoperability.
• Broadening the available solution architectures. Our software-basedproducts are available on purpose-builtappliances, can be run on off-the-shelfhardware or can be provided as cloud- based services. This provides our clients with the option to use the combination of architectures that best meets their needs.
• Addressing our customers' need for migration strategies-Wehave the expertise and solutions to be a valuable partner to networks as they plan their approach to evolving business needs, new technologies and changing market conditions. We partner with our customers to help them decide whether, when, and how to migrate their systems.

Smart products:

We are taking innovative initiatives to improve functionality, reduce costs, and open new markets for our products:

• We have been pioneers in cloud delivery for broadcasters. Our MISTiQ managed cloud solution for broadcasters is now in its third generation. It's a mature, proven platform that allows broadcasters (radio and/or video) to use the internet for backup/redundancy, to expand their reach beyond the satellite footprint, even to migrate completely to internet delivery.
  The internet is an inhospitable environment for broadcasting which requires low-latency and reliable timing. MISTiQ uses aggressive strategies for mitigating the challenges of this environment and provides extremely low-latency and high availability. MISTiQ 3 has been upgraded to a containerized microservices architecture for increased scalability and features with expanded monitoring tools-to give customers more visibility and control over their data.
  We also are integrating and consolidating various product lines and models into our MAP series. MAP stands for Modular Architecture Platform-the design philosophy is to make a resilient, reliable hardware platform and customize/adapt it to particular vertical markets. For example, MAP Pro Audio has professional balance audio outputs, MAP Pro Cinema has expanded on- board storage for very large files, and MAP Pro Video has specialized video outputs. By using common elements, we reduce both the time to market and inventory requirements.
• We are expanding the list of our products that can be virtualized, offered as software on off-the- shelf servers or in the cloud. This offers our customer new flexibility and versatility to simplify their network design and potentially reduce costs. Virtualization is becoming more common in headends, now we are beginning to expand the practice to our receiver offerings.
• We continue to lead the market in IP Encapsulation and encryption solutions, as well as lifecycle support for mission-critical networks.

Our business focus:

We are leaders in an important market niche-mission-critical professional networks that require rapid, ultra-reliable content delivery, whether for a live on-airbroadcast, urgent secure defence data, the latest Hollywood blockbuster, or encrypted block chain data. Our core product lines are applicable

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Management's Discussion &Analysis

Twelve Months Ended December 31, 2023

across a range of vertical markets. This provides a diversified business base. Our target vertical markets are:

• Video distribution: products and systems for providing end-to-end solutions for traditional and non-traditional video networks. This is a key focus area for our innovation activities, including ongoing projects in augmented reality, remote collaboration, and emerging technologies. Our video products target the following key market niches:
• • Broadcast video networks of all sizes
  • Digital program insertion (for targeted advertising, regionalization, and blackout management)
  • Delivery of live and file-based video content distribution
  • Digital signage
  • IPTV
  • Professional-qualitystreaming video
• Broadcast Radio: We are a leading global provider of turnkey infrastructure solutions for broadcast radio networks small, medium, and large. We have a reputation for reliable, cost- effective delivery of high-quality audio via satellite, terrestrial, or hybrid networks. The radio product line includes uplink and receive-site equipment as well as network management, encryption, and targeted regionalization/ad insertion options. We have long-established and respected product lines as well as innovative new products recently released for this market and disruptive leading-edge new products in development.
• Data distribution: Our broadband multimedia distribution technology is ideally suited for fast, ultra-reliable, secure delivery of data via satellite or private IP network. In addition to providing hardware infrastructure (transmit and receive), we offer an advanced content distribution network (CDN) software solution, Datacast XD, with sophisticated file broadcasting capabilities.
• Digital Cinema: We provide leading digital cinema networks with their core distribution infrastructure (uplink equipment, content management, and network management) and high- end appliances for cinemas as well as decoders for live events and alternative content (entertainment and sports) in 2D and 3D. Additionally, we offer a digital cinema distribution software solution for integration onto commercially available servers and third-party equipment. This product line enables our solutions to provide secure file delivery speeds that are unparalleled in the market.
• Satellite and terrestrial broadband receivers: We offer a line of cost-effective, reliable DVB and ATSC compliant receivers for the expanding broadband communications network market. These receivers provide standalone communication gateways to local networks or have been integrated into a wide range of purpose-built appliances.

In addition to addressing these broad market requirements, we are focused on being valued partners to our customers, addressing their particular challenges and opportunities. We are continuing to invest in understanding our customers' businesses and providing the products, services and expertise to support their success. At the same time, we are drawing on the specific domain knowledge and operational expertise of selected customer-partners in driving the direction of our future offerings, including virtualized products and SAAS services.

Our competitive advantage is our people and their 30 years of knowledge and experience in developing innovative products along with the deep relationships that we have established with our international network of reseller partners and, of course, our clients. These close customer relationships give us

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Management's Discussion &Analysis

Twelve Months Ended December 31, 2023

important market insights that, combined with our extensive engineering experience, form the foundation for our continuing development of advanced products and flexible solutions.

OVERALL PERFORMANCE

Novra's financial performance improved significantly after a slow start to the yearand returned to net income profitability for the full year. Although our annual revenue was down by $157 thousand, ournet income was $136 thousand, a $610 thousand improvement over the $474 thousand loss in 2022. This improvement is largely a result ofstrategically reducing operating expenses compared to last year, while maintaining the ability to deliver leading products and outstanding service.

Many of the transportation and component lead-time challenges of the previous few years, resulting from global geo-political and public health situations, eased somewhat in 2023. Our targeted steps to mitigate these challengeshave led to our current healthy product inventory levels, which are allowing us to ship many of our new orders from stock and allowed us to deliver onthe significant order backlog we brought into 2023.

We continue to see pent up demand in our markets. Infrastructure replacements will be necessarydue to technology obsolescence, aging equipment, and new business requirements. However, this is countered by the economic uncertainty, higher interest rates and contracting availability of capital that are leading businesses to delay investments in their infrastructures. While we are confident that opportunities exist and we are taking the right steps to be ready when customers decide to buy, we cannot know when the pent-up demand will turn into orders. We are therefore continuing to aggressively manage expenses and will continue to take any necessary steps to adjust expenditures to address this uncertainty.

In adapting to these evolving market dynamics, management has, and will continue to, take targeted actions - both in the form of strategic investments and in cost controls. The changes we are seeing are bringing both opportunities and challenges. We continue to invest in innovation initiatives to help our customers succeed in their changing markets, and in building customer relationships to understand and address current customer needs and position Novra for future growth.

Novra's cash position at the end of the period was strong, with bank depositsof over $2.4millionand a bank credit facility of $1.2millionproviding a large pool of liquid funds.

Thefinancial highlights for Q4and the twelve-month period shown below are derived from our Consolidated Financial Statements and include consolidation of Novra's subsidiaries; International Datacasting Corporation and Wegener Corporation (51.6% controlling interest).

Q4 2023 vs. Q4 2022:

• Revenue was $2.9 million in Q4 2023, compared to $2.2 million in Q4 2022, an increase of $732 thousand. The increase is primarily the result of completing shipments against a significant backlogged order that was brought into 2023.
• In Q4 2023, gross profit was $1.6million, representing 54.2% of total revenue, compared to $1.6 million, which was 73.7%. The unusually high gross profit percentage in Q4 2022 was due to the specific product service mix and timing of certain expenses.
• Operating expenses were $891 thousand in Q4 2023, compared to $1.2 million in Q4 2022, a decrease of 28% despite significant inflationary pressures.
• Net Income was $509 thousand, compared to $363 thousand in Q4 2022. This higher net income was driven by lower operating expenses.
• Adjusted EBITDA* was $832 thousand, compared to Adjusted EBITDA* of $653 thousand in Q4 2022.

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Management's Discussion &Analysis

Twelve Months Ended December 31, 2023

2023 vs.2022:

• Revenue was $7.4 million in 2023, compared to $7.6 million in 2022, a decrease of $157 thousand. Service revenue increased to $3.2 million, compared to $1.8 million in 2022.
• Gross profit remained stable year over year. In 2023, gross profit was $4.1 million, representing 54.8% of total revenue, compared to $4.1 million in 2022, which was 54.4%.
• Operating expenses were $3.7 million in 2023, compared to $4.6 million in 2022, a decrease of $805 thousand. This was significantly influenced by reductions in facility occupancy costs and certain compensation costs and the completion of amortization expenses for acquisition-related intangible assets in 2022.
• Net Income was $136 thousand, compared to loss of $474 thousand in 2022. This improvement was driven primarily by reductions in operating expenses.
• Adjusted EBITDA* was $845 thousand in 2023, compared to Adjusted EBITDA*of $884thousand in 2022. In 2023 Adjusted EBITDA was less effected by amortization, because as of December 31, 2022 acquisition-related intangible assets were fully amortized.

*Adjusted EBITDA is a non-IFRS financial measure. Adjusted EBITDA provides an important financial measure of Novra's operating performance, allowing comparison of core operating results from period to period. Refer to the "EBITDA and Adjusted EBITDA" section and the table under the "DISCUSSION OF OPERATIONS" section for details regarding calculation of this non-IFRS measure.

Our ongoing drive to realize synergies and efficiencies across the group continued to result in reductions in on-going consolidated operating expenses which will impact 2024 and beyond. We will continue to actively control and adjust operating expenses in response to company performance and current volatile market conditions.

Results and Outlook

The effects of economic uncertainty and armed conflicts continue to generate global geopolitical turmoil. While the negative effect on supply chains has abated in recent quarters, price increases are continuing and global transit delays are impacting lead-times for certain components. In addition, higher interest rates and the threat of a potential recession are causing companies to delay large purchase commitments. All of these continue to put downward pressure on revenue and gross profit. Novra's adaptive strategy to deal with supply-side challenges focuses on strategic inventory purchases, including advance purchasing of certain key components, and nurturing additional procurement channels, to ensure we are positioned well to respond to customer needs when they make the decision to purchase. Our inventories and builds in progress remain at healthy levels.

Our clients continue to navigate and adapt through these challenging circumstances to ensure operational reliability of their networks. We play a major part in helping them to achieve their goals by providing expert support services and powerful new products, which enhance their networks and enable more reliable service to their customers. Their continued confidence in choosing our products and services is reflected in our positive results in 2023. These demonstrate the importance our customers, even in times of global uncertainty, place on investment in the critical infrastructure products and services that Novra provides. We continue to pride ourselves on being a partner to our customers, there to support through all business cycles.

Our targeted sales efforts and our client-centric R&D activities have resulted in releases of new products which have been very well received and are generating orders from new and continuing customers. In addition, we are investing in development of new technologies for use in future products, as demonstrated by our recently-granted US patent related to image processing for remote collaboration.

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Management's Discussion &Analysis

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We continue to be flexible in our product development, with an eye on technological trends and new communications standards, to ensure our products remain relevant throughout their life cycle and provide a valued investment to our clients.

An important component of our R&D strategy is increased emphasis on software and services. One example has been the on-going development and enhancement of the MISTiQ platform for cloud-based distribution of content. We are also virtualizing certain products - breaking their dependence on specific hardware, so they are available as software run on purpose-built appliances, on off-the-shelf hardware, or provided as cloud-based services. This approach is increasingly popular with customers who want the option to source their own hardware or move to a service-based solution. Transitioning to more recurring revenue from software licenses and services also supports our strategic goal to generate a more consistent and predictable revenue base. In a project-based business like Novra's this offers the advantage of smoothing out inconsistent revenues. The work we've done and our substantial R&D investment over the past several years is paying off as we book more and more service business, including the recent selection by two major Canadian broadcasters of MISTiQ for their cloud-based content distribution, and these service contracts continue to renew.

Highlights of 2023 and early 2024

In the last year we've seen many ongoing customers taking small steps to refresh and/or expand their networks, although at a cautious pace influenced by their challenging market conditions. Many are looking for new features in our products, which informs our technology enhancements going forward. This includes shifting to IP and hybrid satellite networks.

• In general, we are seeing our markets continuing to recoverbut at a much slower rate than anticipated. We are expanding marketing and sales activities to close pending opportunities and generate new ones.
• We have received multiple orders related to our support for US government projects. The strong interest in this area continues and we are stepping up work on a new generation of satellite receivers with advanced encryption integrated.
• Our weather data distribution business continues to be quite active, as government-operated weather data programs launch next-generation satellites with new requirements. Our specialization in this application puts us in an advantageous position.
• We continue to receive orders for lifecycle support-customer care program renewals as well as products-to support long-time radio broadcast customers around the world.
• We have expanded the active number of demos of our MISTiQ cloud distribution platform for broadcasters.
• Our customer support contract renewals continue to be strong as networks maintain existing infrastructure longer.
• We have seen a number of new interesting project opportunities and are partnering with service providers in some cases to chase these.
• As part of theuptick in our government business, we are expanding the number of partners we work with to support various government and defence-related initiatives.

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• We've had brisk repeat orders from existing government and commercial customers, including religious broadcasters - a robust and growing market segment.
• New patent: we were awarded a US patent for new technology that harnesses our experience in image processing to tackle the challenge of remote collaboration. We are in the process of refining the design for manufacture and exploring applications for this new technology.
• We upgraded the existing network of an international religious network based in Europe and Latin America. We were also pleased that our customer Am-BOS, the US-based distribution platform for
  Christian radio, successfully passed testing of next generation receivers based on IDC's MAP hardware platform. The Am-BOS team developed their own customized software for this innovative, customer-specific solution.
• We received a sizeable order to upgrade encryption technology for major US government broadcast service. We are the ongoing provider for this long-term program supplying decryption integrated into our satellite receivers as well as desktop client licenses. We are in the process of releasing a next-generation satellite receiver for this program in order to support ongoing lifecycle refresh requirements. This program also drives multiple business opportunities for software, receiver hardware appliances, IP Encapsulators, and ongoing support.
• We received a substantial order for S300 satellite receivers customized for US government applications from a long-time contractor customer.
• We received an order from an Eastern European national radio broadcast network for an additional uplink to mitigate risk to their redundant uplinks caused by the current war in Ukraine.
• We received a follow-on order from a major television network in Mexico, to expand its encryption infrastructure to support broadcast of Major League Baseball.
• We received a follow-on order from a digital signage/enterprise video network in the health care sector that is adding new channels based on our next-generation Signcaster Pro.
• Orders for support contract renewals and equipment to maintain and grow existing networks- across all vertical markets and sectors including government and commercial clients-are strong as we support our customers in maintaining long-term sustainable networks.

We continue to invest in our product and service offerings and work with our customers to meet their evolving and emerging needs. We believe repeat customers like these reflect the quality of the solutions we've provided to them in the past, the value of the on-going customer support that we deliver, and an endorsement of the technical advancements we've made in newer-generation products.

We continue to integrate and improve our product lines-adding new features and new capabilities-to address increasing opportunities to grow market share in key vertical markets. We also continue to push forward on our corporate vision to bring together great companies with complementary technologies to capitalize on both existing and new market opportunities. Our new products have integrated features and a consistent "look and feel", communicating to the market (including long-time customers) that we are a strong, unified company. Our engineering team is integrated across companies and is focused on efforts to provide world-classleading-edge products and services to our clients.

Novra is a strong, scalable, global company oriented to the growing multimedia broadband content distribution business. We are focused on meeting the needs of our clients, who are looking for flexible, cost- effective solutions. Our product development is centred on listening and responding to identified client requirements as well as anticipating next-generation innovations. More and more, our hardware is becoming

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