Adya : MDA - June 30 2022

Adya Inc.

Management's Discussion and Analysis

For the three and six months ended June 30, 2022 and 2021

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Management's Discussion and Analysis

For the three and six months ended June 30, 2022

Dated August 18, 2022

This document provides management's discussion and analysis ("MD&A") of our financial condition as at, and results of operations for, the three and six months ended June 30, 2022 and 2021. This MD&A is intended to help the readers, including shareholders and stakeholders, understand the dynamics of Adya's business and the key factors underlying its financial results, and should be read together with our unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2022 and 2021 ("Interim Financial Statements") and the audited annual consolidated financial statements and accompanying notes ("Annual Financial Statements") for the year ended December 31, 2021.

The Interim Financial Statements and the Annual Financial Statements, along with the comparative periods presented in them, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and the Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). All amounts in this document are in Canadian dollars.

Throughout this document, unless otherwise specified or the context otherwise indicates, the "Company", "Adya", "we", "us" and "our" refer to Adya Inc. and its subsidiaries.

Additional information on Adya is available and can be found on Adya's website at www.adya.ca or through the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.comand includes the Company's other recent financial reports, securities and continuous disclosure documents.

The Annual Financial Statements and information and analysis in the MD&A includes amounts and conclusions based on informed judgments and estimates of the expected effects of current events and transactions with appropriate consideration as to materiality. In addition, in preparing the financial information, management must interpret the financial information, make determinations as to the relevancy of information to be included, and make estimates and assumptions that affect reported information.

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FORWARD-LOOKING STATEMENTS

This MD&A may contain forward-looking information related to our future financial condition and results of operations and anticipated future events and circumstances. This information is based on our estimates about the conditions in which we operate and our beliefs and assumptions regarding these conditions. Unless otherwise indicated, the forward-looking information in this MD&A describes our expectations on the date of this MD&A. In some cases, forward-looking information may be identified by words such as "anticipate", "believe", "could", "expect", "plan", "seek", "may", "intend", "will", "forecast" and similar expressions.

This information is subject to important risks and uncertainties, which are difficult to predict, and is based on and subject to assumptions, which may prove to be inaccurate. Some of the risk factors that could cause results or events to differ materially from current expectations include but are not limited to: increasing competition; ability to achieve strategies and plans; timing of product introductions; ability to manage our cost structure; general economic and business conditions; demographic changes; reliance on systems; changing technology; demand for our products and services; changing regulations; dependence on key suppliers; reliance on key personnel; legal contingencies and changes in laws; and tax related risks. Some of these risk factors are largely beyond our control. Should any risk factor affect us in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Unless otherwise indicated, forward-looking information does not take into account the effect that transactions, non-recurring or other special items, announced or occurring after this information is provided may have on our business. All of the forward-looking information reflected in this document and the documents referred to within are qualified by these cautionary statements. There can be no assurance that the results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences for us. Except as may be required by Canadian securities laws, we disclaim any intention and assume no obligation to update or revise any forward-looking information, even if new information becomes available, as a result of future events or for any other reason. Readers should not place undue reliance on any forward-looking information as various factors could cause actual future results, conditions or events to differ materially from expectations or estimates expressed in these forward-looking statements.

See the section titled "Definitions - Additional GAAP Measures and Non-GAAP Measures" for descriptions of Operating Income (loss), EBITDA, Adjusted EBITDA and the reconciliation of EBITDA and Adjusted EBITDA to net income (loss) for the periods presented. These items do not have a standardized meaning under IFRS and therefore are unlikely to be comparable to similar measures presented by other companies. EBITDA and Adjusted EBITDA are non-GAAP measures which should not be considered as a substitute or alternative for GAAP measures.

COMPANY OVERVIEW

Adya Inc. ("Adya" or the "Company") is a publicly traded holding company and is currently a strategic shareholder in telecommunications and technology companies. With offices located in Toronto, Canada, the Company is focused on diversifying its portfolio through the acquisition of accretive businesses, with recurring revenue, high shareholder value, and annuity revenue streams. Adya has been publicly traded on the TSX Venture Exchange (TSX.V: ADYA) since 1997.

As at June 30, 2022, Iris Technologies Inc. (Iristel) owned approximately 90% of the Company's common shares and is the controlling shareholder of the Company.

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Telecom Investments

Adya's telecommunication investments services include full-service long distance, internet, business services and re-sale wireless services. It is one of the largest alternative telecommunications providers to both residential and business customers. Adya's wholly owned subsidiaries are registered with the Canadian Radio- Television and Telecommunications Commission ("CRTC") as a licensed Class "A" Telecom Carrier and with the American Federal Communications Commission ("FCC").

COVID-19

Adya has managed the impacts on its operations related to the COVID-19 crisis to ensure that it could pursue its operations and serve its customers as an essential service provider in the areas to where it operates. Given the quick spread of COVID-19 and an increase in countries imposing restrictions on movement, business and personnel required more time at home and more usage of data for work and leisure, resulting in less impact on the Telecom sector than others given the need to stay connected remotely. Direct negative impact has been on the travel segment of our business (Iroam). The Company is also undertaking to launch new products and services to replace lost revenues. As a technology company, Adya already had in place the ability for our workforce to work remotely. However, our staff do require access to our data centers and network for maintenance. Additionally, customer equipment needs to be configured and tested before it is shipped. These activities are now either performed through staff rotation to minimize contact or at employee homes.

In the longer term there are some clear areas where Adya will be focusing its energy. Our Enterprise customer base is already undergoing a notable shift in work patterns to working from home. As such, our customers will be looking for solutions which allow them to collaborate remotely while ensuring security of data with remote workers. These are areas we are further investing in to help serve new emerging customer needs as a result of COVID. Our existing vendor and customer relationships as well as investments in developing such solutions means we will be well positioned to serve the new needs of our existing and new customers.

FINANCIAL REVIEW

The following discussion of the Company's financial performance is based on the condensed interim consolidated financial statements for the three and six months ended June 30, 2022 and 2021.

As at June 30, 2022, the Company had a cash and cash equivalents balance of $57,526 (December 31, 2021 - $96,060) and total current assets of $920,558 (December 31, 2021 - $883,504).

Long term assets consisted of right-of-use assets (for leased premises), property and equipment and intangible assets. As at June 30, 2022, long term assets totaled $353,968 down from $499,156 at December 31, 2021 as the result of deprecation of ROUs, property and equipment and intangible assets.

Current liabilities increased to $2,926,124 at June 30, 2022 from $2,418,795 at December 31, 2021, mainly as a result of an increase in accounts payables, and amounts due to related party.

As at June 30, 2022, long term liabilities totaled $820,300 (December 31, 2021 - $918,502) and consisted of a $640,799 note payable due to Iristel (December 31, 2021 - $640,799), lease liabilities of $119,501 (December 31, 2021 - $217,703) and CEBA (government of Canada) loan of $60,000 (December 31, 2021 - $40,000).

Revenue for the three and six months ended June 30, 2022 was $1,067,121 and $2,186,533, compared to $1,222,074 and $2,461,243 for the three and six months ended June 30, 2021. Net loss and comprehensive

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loss for the three and six months ended June 30, 2022 was $252,760 and $517,260 compared to $219,984 and $359,613 for the same periods in 2021.

Revenue

Revenues are earned from the access to, and the use of, Adya's telecommunications network and infrastructure. Numerous types of telecommunications services are sold and packaged in different forms, which includes casual calling, subscriptions, wireless solutions, wholesale, Business Services, VoIP Home Phone, and prepaid calling cards.

The decline in revenue is mainly attributed to the decline in casual calling and long-distance, as these markets have continued to be highly competitive. Customers are receiving strong offers from their existing providers to stay with low long-distance rate calling offers and there has been a transition to other technologies for long distance communication. The decrease is in line with market trends.

Sales attributable to each major revenue stream is as follows:

Six months ended June 30,	2022		2021
Long distance	$ 1,783,997	$	2,025,637
Business and wholesale services	73,805		71,529
Wireless services	328,731		364,077
	$ 2,186,533	$	2,461,243

The Company is also working to add to other product lines and services to offer more opportunities for additional sales and gross margin in 2022 and beyond.

Outlook

On the product and marketing side, the Company will focus on growing the business services unit by targeting niche and underserved customers while utilizing the Company's Metaswitch that offers carrier-grade quality services. The Company will also, establish distribution partners outside Ontario and Quebec with an engagement program for agents and wholesalers.

Additionally, to offset the declines in LD, the Company interconnected with both Bell and Rogers to offer Internet services. Residential product focus for 2021 offered improved Internet (DSL & Cable), along with HomePhone/Internet/IPTV bundle packages, and continues into 2022. The bundle offerings allow the Company to cross-sell to our large embedded customer base in Ontario & Quebec, and attract a different type of customer demographics than our current base.

Continuing in 2022, the Company leverages its Philippines call centre to increase the focus on providing onshore and offshore outsourcing for inbound and outbound call center services. This includes customer service, telemarketing, customer retention, billing collection, and technical support.

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