Unaudited Interim Financial - Q2 2025

CONSOLIDATED FINANCIAL STATEMENTS

Six Months ended June 30, 2025 and 2024

(Expressed in Canadian Dollars)

[Notice: These interim condensed consolidated financial statements have not been audited or reviewed by Novra's independent auditor.]

Condensed Consolidated Statements of Financial Position 3

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) 4

Condensed Consolidated Statements of Changes in Shareholders' Equity 5

Condensed Consolidated Statements of Cash Flows 6

Notes to Consolidated Financial Statements:

Note 1 - General Information 7

Note 2 - Basis of Preparation and Presentation 7

Note 3 - Current Assets 8

Note 4 - Right-of-use Assets 8

Note 5 - Related Party Transactions 8

Note 6 - Borrowings 10

Note 7 - Shareholders' Equity 11

Note 8 - Depreciation and Amortization 11

Note 9 - Finance Income and Finance Costs 12

Note 10 - Revenues 12

Note 11 - Commitments and Contingent Liabilities 13

Note 12 - Convertible Loan Agreement 13

(Canadian dollars)

The accompanying notes are an integral part of these Consolidated Financial Statements

(Canadian dollars, except share data)

Quarter ended June 30, Six months ended June 30,

The accompanying notes are an integral part of these Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Canadian dollars, except share data)

The accompanying notes are an integral part of these Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Canadian dollars)

Quarter Ended June 30, Six Months Ended June 30,

The accompanying notes are an intergral part of these Consolidated Financial Statements

1. General Information

   Novra Technologies Inc. ("Novra") is incorporated under the Canada Business Corporations Act and its corporate office and principal place of business is 210-100 Innovation Drive, Winnipeg, Manitoba, Canada R3T 6G2. Novra is a publicly traded company on the TSX Venture Exchange ("TSX-V") under the symbol NVI. Novra is also listed in the United States on the OTCQB Venture Exchange, under the symbol NVRVF.

   Novra has been in the satellite data distribution business since 2000. During 2016, Novra significantly expanded its product portfolio and global footprint with the acquisition of International Datacasting Corporation and its wholly-owned U.S. subsidiary (collectively referred as "IDC"), a long-time leader in the same sector. On December 29, 2017, Novra acquired a 51.6% controlling interest of Wegener Corporation ("Wegener") to further expand its footprint in digital media management and distribution technologies for applications including digital signage, radio and television.

   With its subsidiaries, Novra offers a comprehensive product portfolio including hardware, software, and services. In addition to its core video, radio, and data products, areas of expertise and added value include: encryption, next-generation hybrid networks (satellite/terrestrial/cloud), and efficient bandwidth utilization.

   In these Consolidated Financial Statements, "Novra", "Company", "we", "us", or "our" refers to Novra Technologies Inc. and its subsidiaries.

   The Board of Directors authorized the Condensed Consolidated Financial Statements for issue on August 29, 2025. These unaudited interim financial statements should be read in conjunction with Novra's annual audited Consolidated Financial Statements for the year ended December 31, 2024.

2. Basis of Preparation and Presentation

   We have prepared these unaudited interim Condensed Consolidated Financial Statements in accordance with International Financial Reporting Standards ("IFRS") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34, Interim Financial Reporting. Accordingly, they do not include all of the information and footnotes normally required in annual financial statements prepared under IFRS. In the opinion of management, these unaudited interim Condensed Consolidated Financial Statements reflect all adjustments considered necessary for a fair presentation of Novra's financial position and results of operations for the periods presented. The results of operations for any interim period are not necessarily indicative of the results for a full year. For areas involving a higher degree of management judgment or complexity, refer to Note 3 of the audited Consolidated Financial Statements for the year ended December 31, 2024.

   The Condensed Consolidated Statement of Financial Position at June 30, 2025 and the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), of Changes in Equity and of Cash Flows for the periods ended June 30, 2025 and 2024 have not been audited or reviewed by Novra's auditors. The Condensed Consolidated Statement of Financial Position at December 31, 2024 is derived from Novra's audited Consolidated Financial statements.

   The tabular disclosures herein are presented in thousands, except for share data.

   Functional and Presentation Currency

   These consolidated statements are presented in Canadian dollars, which is the Company's functional currency.

3. Current Assets

   Details of selected asset balances are as follows:

   1. Cash and cash equivalents

      The Company's cash and cash equivalents are comprised of bank balances at financial institutions.

   2. Accounts receivable

      The Company's accounts receivable is comprised of the following:

      	June 30, 2025	June 30, 2024
      Trade accounts receivable Less: allowance for doubtful accounts	$ 858 98	$ 587 143
      Net trade accounts receivable Other receivables	760 424	444 -
      Total trade and other receivables	$ 1,184	$ 444

      As at June 30, 2025, two customers accounted for 75% of total receivables from contracts with customers. Other receivables is made up of amounts received from the IRS subsequent to quarter end. These amounts are related to Employee Retention Credits for 2020 and 2021. No receivable had been recorded in the past due to the complexity of the credit and management's uncertainty regarding collection.

4. Right-of-use Assets

   The following table presents right-of-use assets for the Company:

   	2025	2024
   Balance, January 1	$ 1,124	$ 1,317
   Additions	60	-
   Depreciation	(123)	(108)
   Effects on movement in exchange rates	(22)	8
   Balance, June 30	$ 1,040	$ 1,217

5. Related Party Transactions

   The following is a summary of Novra's related party transactions:

   1. Key management personnel compensation

      Key management personnel are those persons having the authority and responsibility for planning, directing, and controlling activities of Novra. The key management personnel of Novra is the executive management team and the Board of Directors, who collectively control approximately 25% (CEO has direct and indirect ownership of 16%) of the total outstanding and issued common shares of Novra at June 30, 2025.

      The following table discloses the compensation for the key management personnel for the related periods.

      Three Months Ended June 30, Six Months Ended June 30,

      	2025	2024	2025	2024
      Salaries and employee benefits Directors' fees	$ 119 3	$ 119 3	$ 238 6	$ 238 6
      Total	$ 122	$ 122	$ 244	$ 244

   2. Transactions with other related parties

      Three Months Ended June 30, Six Months Ended June 30,

      	2025	2024	2025	2024
      Interest on unsecured promissory notes InfoMagnetics Technologies Inc.("IMT") (1)	$ 16	$ 19	$ 32	$ 38
      	$ 16	$ 19	$ 32	$ 38

      (1) Novra's CEO has a controlling interest in IMT.

      These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

   3. The breakdown of advances from related parties by party was as follows:

      	June 30, 2025	June 30, 2024
      Key management and directors (see part (a))	$ 1,282	$ 1,270
      IMT	502	502
      	$ 1,784	$ 1,772

      At June 30, 2025, $1.22 million (June 30, 2024: $1.22 million) was due to Novra's CEO in regards to unpaid salaries and expense reimbursements for current and prior years in which he voluntarily chose to not collect payment in the interest of preserving liquidity in the company. This amount is net of the receivable balance of $7 thousand (June 30, 2024: $7 thousand). The receivable is made up of miscellaneous expense reimbursements. The payable amount bears no interest and has no repayment term.

      At June 30, 2025, $502 thousand (June 30, 2024: $502 thousand) was due to IMT relating to amounts invoiced but not paid for current and prior years. This amount is net of the receivable balance of $14 thousand (June 30, 2024:

      $14 thousand). The receivable is made up of miscellaneous expense reimbursements. The payable amount bears no interest and has no repayment term.

   4. The movement of unsecured promissory notes due to IMT was as follows:

      	2025	2024
      At January 1	$ 1,343	$ 1,272
      Loans released	(1,376)	(1,310)
      Loans received	1,376	1,310
      Interest charged	33	38
      At June 30	$ 1,376	$ 1,310

      The principal amount of the unsecured promissory note and any accrued but unpaid interest shall be due and payable on January 1, 2027.

      The following table shows the presentation of the above total IMT loans on Novra's Consolidated Statements of Financial Position at June 30:

      	2025	2024
      Current portion Non-current portion	$ - 1,376	$ - 1,310
      Total	$ 1,376	$ 1,310

6. Borrowings

   The following is a breakdown of our total borrowings with third parties at:

   	June 30, 2025	June 30, 2024
   Revolving line of credit with the Chymiak Trust	$ 2,206	$ 2,214
   WEDC repayable contribution	-	25
   Government disaster assistance funding	207	214
   Total borrowings	2,414	2,453
   Less: current portion	(250)	(194)
   Total borrowings - non-current	$ 2,164	$ 2,259

   1. Bank borrowings

      The Royal Bank of Canada Credit Facility ("RBC Credit Facilities") includes a revolving demand facility up to $1.2 million and corporate Visa credit cards available for use up to a maximum limit of $60 thousand. A draw of $25 thousand was made on the demand facility in the quarter ended March 31, 2025. No amounts remain outstanding at June 30, 2025 (2024: $nil).

   2. Revolving line of credit with the Chymiak Trust

      There was no movement in the revolving line of credit with the Chymiak Trust during the current quarter. The decrease results from foreign exchange translation.

   3. WEDC repayable contribution

      During the current period, we did not receive any additional funds from WEDC. Repayment was scheduled for 60 consecutive monthly installments which commenced on April 1, 2019. Repayment obligations were paused from April to December 2020 due to the COVID-19 pandemic. Repayments recommenced on January 1, 2021. The contributions were subject to interest at the average bank rate plus 3% if any payments are late.

      At June 30, 2025, the remaining principal balance was $nil (2024: 25 thousand).

   4. Disaster assistance funding

      Novra received funding from the Government of Canada through the Canada Emergency Business Account (CEBA) in the amount of $40 thousand. The loan was interest free and administered through RBC. Repayment on or before January 18, 2024 was to result in forgiveness of 25% (up to $10 thousand). This loan was repaid on January 8, 2024 and $10 thousand subsequently forgiven.

      In August 2020, Wegener received financing in the amount of $190,980 (USD$150,000) through the U.S. Small Business Administration, Office of Disaster Assistance. Funds were advanced with the following terms: interest of 3.75%, installment payments of US$731/month begin after 12 months and the balance of principal and interest payable 30 years from the funding date. In March 2022, SBA deferred repayments to begin 30 months from the funding date. Interest continues to accrue on the balance of the loan outstanding. Wegener began making repayments in November 2022. Included in borrowings is an accrued interest payable of $3 thousand (2024: $9 thousand).

7. Shareholders' Equity

   1. Common Stock

      The following table provides a summary of authorized as well as issued and outstanding capital for Novra at:

      	2025	2024
      Authorized: Unlimited Class "A" Common voting shares Unlimited Class "B" Common non-voting shares Unlimited Class "C" Preferred shares, redeemable and retractable at $1,000 Issued: 33,420,293 (June 30, 2024: 33,420,293) Class "A" common voting shares	$ 8,054	$ 7,373

      During the first six months of 2025, there were no changes to common shares issued. During the current quarter,

      $681,000 was received for shares paid for in advance relating to the agreement described in Note 12.

   2. Stock Options

      As of June 30, 2025, all stock options have expired.

8. Depreciation and Amortization

   The following table presents the total depreciation and amortization expense by function.

   Three months ended June 30, Six months ended June 30,

   	2025	2024	2025	2024
   Cost of revenue	$ 32	$ 49	$ 65	$ 63
   Selling and marketing	7	7	14	13
   Research and development	123	112	275	307
   General and administrative	19	15	37	31
   	$ 181	$ 183	$ 391	$ 414

9. Finance Income and Finance Costs

   1. Finance Income

      The Company recorded finance income of $676 thousand due to the forgiveness of accounts payable for the six months ended June 30, 2025 (2024: $nil). The change in the current quarter is related to foreign exchange translation on the amount above.

   2. Finance Costs

      The following table provides a breakdown of total finance costs during the related periods.

      Three Months Ended June 30, Six Months Ended June 30,

      	2025	2024	2025	2024
      Interest expense:	$ 16 21 2	$ 19 24 2	$ 33 43 3	$ 38 49 4
      	$ 39	$ 45	$ 79	$ 91

      • Unsecured promissory notes (see Note 5(d))

      • Lease Commitments (see Note 11(a))

      • Other interest and finance costs

10. Revenues

    The following table provides a breakdown of our revenues by category and geographic market at June 30:

    Three Months Ended June 30, Six Months Ended June 30,

    Major Products/Service Lines	2025	2024	2025	2024
    Hardware and Software	$ 869	$ 583	$ 1,848	$ 722
    Services, Support and Extended Warranty	472	471	860	999
    Other	25	32	50	64
    	$ 1,366	$ 1,086	$ 2,758	$ 1,785

    Three Months Ended June 30, Six Months Ended June 30,

    Geographic Market	2025	2024	2025	2024
    Americas (excluding Canada) (1)	$ 377	$ 760	$ 1,225	$ 1,336
    Canada	125	90	211	158
    EMEA (2)	859	200	1275	226
    APAC (3)	5	36	47	65
    	$ 1,366	$ 1,086	$ 2,758	$ 1,785

    1. The geographic region of the Americas includes North America, Central America and South America.

    2. EMEA consists of Europe, the Middle East and Africa.

    3. APAC consists of East Asia, South Asia, Southeast Asia and Oceania.

    The timing of revenue recognition may differ from the timing of invoicing to customers. The following table provides a breakdown of revenue timing:

    Three Months Ended June 30, Six Months Ended June 30,

    Timing of Revenue Recognition	2025	2024	2025	2024
    Products transferred at a point in time Products and services transferred over time	$ 894 472	$ 615 471	$ 1,898 860	$ 786 999
    	$ 1,366	$ 1,086	$ 2,758	$ 1,785

11. Commitments and Contingent Liabilities

    1. Leases

       The Company leases office and production space for the head office and subsidiaries. We had no significant operating leases for equipment. Changes in the right-of-use asset are summarized in Note 4 of these Interim Consolidated Financial Statements. The following table is a summary of the changes in the lease liability during the period:

       	2025	2024
       Balance, January 1	$ 1,475	$ 1,718
       Interest	43	25
       Effects on movement in exchange rates	(21)	9
       Additions	59	-
       Lease payments	(202)	(86)
       Balance June 30	1,354	1,666
       Less: current portion	(346)	(284)
       Lease liabilities non-current, June 30	$ 1,007	$ 1,382

       The following table presents the contractual undiscounted cash flows for lease obligations as at June 30:

       	2025	2024
       Less than one year	$ (419)	$ (380)
       One to five years	(1,103)	(1,381)
       More than five years	-	(90)
       Total undiscounted lease obligations	$ (1,522)	$ (1,850)

    2. Purchase Commitments

       In the normal course of business, we may enter purchase commitments, including inventory and third-party software license embedded in our products, to achieve economy of scale. At June 30, 2025 and 2024, we had no purchase commitments which are due within one year.

12. Convertible Loan Agreement

On September 10, 2024, Novra entered into a binding non-brokered Convertible Loan Agreement in the aggregate of $12.3 million with SNAPS Holding Company ("SNAPS" or "Lender"), a US-based private investment group. Under this Convertible Loan agreement, SNAPS agreed to loan Novra $12.3 million for a term of up to two years at a fixed interest rate of 1.0% per annum.

Under the terms of the agreement, the Lender may elect, at its sole discretion, to convert the outstanding principal balance of the Loan, at any time during the term, to Novra common shares at a rate of $0.34 per share. At the end of the term, should the Lender not convert, Novra has the right to force the conversion of the outstanding Loan principal to shares at the same fixed rate, or to repay the loan. As part of the agreement, no additional shares of Novra may issued before February 16, 2026 without the approval of the Lender.

SNAPS is an arms-length third party. There is no finders fee associated with this transaction.

The funds are intended to be used to pay most of Novra's liabilities, for working capital as Novra continues to invest in R&D, to continue enhancing our current product lines, and for expansion into new markets with new innovating products and services.

If fully converted, this would result in the issuance of 36,053,000 common shares of Novra at $0.34. This proposed private placement is subject to the approval of TSX Venture Exchange and may also require approval by Novra's shareholders. The Company has received the first payment of $681,000 in the quarter ended June 30, 2025 and TSXV has approved up to 2,002,944 shares should the loan be converted.

The closing date for the Loan was originally agreed to take place on or before November 30, 2024, but has been subsequently extended multiple times and is now on or before December 15, 2025. All terms of the Loan agreement other than timing remained unchanged.

As the Company has not yet received all of the funds under this agreement, the reader should refrain from placing undue reliance on the anticipated closing of this potential transaction, either as described or at all.