ALYAF 6-K
Alithya Group inc (ALYAF)
6-K
2026-02-13
For: 2025-12-31
View Original
Added on
July 04, 2026
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: February 2026
Commission File Number: 001-38705
ALITHYA GROUP INC.
(Translation of Registrant’s name into English)
700, René-Lévesque Boulevard West, Suite 400
Montréal, Québec, Canada H3B 1X8
(Address of 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 ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
This Form 6-K shall be deemed incorporated by reference in the Registrant’s Registration Statements on Form S-8, Reg. Nos. 333-228487 and 333-265666.
SIGNATURE
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.
| ALITHYA GROUP INC. | ||
| /s/ David Torralbo | ||
| Name: David Torralbo | ||
| Title: Chief Legal Officer and Corporate Secretary | ||
| Date: February 13, 2026 | ||
EXHIBIT INDEX
 | ||
Interim Condensed Consolidated Financial Statements of Alithya Group inc. For the three and nine months ended December 31, 2025 and 2024 (unaudited) | ||
Exhibit 99.1
TABLE OF CONTENTS
Interim Consolidated Statements of Operations and Comprehensive Loss | ||||||||
Interim Consolidated Statements of Financial Position | ||||||||
Interim Consolidated Statements of Changes in Shareholders’ Equity | ||||||||
Interim Consolidated Statements of Cash Flows | ||||||||
Notes to Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | ||||||||
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10. | Earnings (loss) per share | |||||||
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INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||||||||
| (in thousands of Canadian dollars, except per share data) (unaudited) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Notes | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Revenues | 15 | 115,162 | 115,761 | 363,612 | 348,150 | |||||||||||||||||||||||||||
| Cost of revenues | 11 | 78,648 | 78,376 | 244,525 | 238,107 | |||||||||||||||||||||||||||
| Gross margin | 36,514 | 37,385 | 119,087 | 110,043 | ||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 11 | 28,460 | 28,814 | 90,329 | 86,342 | |||||||||||||||||||||||||||
| Business acquisition, integration and reorganization costs (recovery) | 12 | (372) | (1,244) | (2,210) | 88 | |||||||||||||||||||||||||||
| Depreciation | 11 | 668 | 1,168 | 2,711 | 3,365 | |||||||||||||||||||||||||||
| Amortization of intangibles | 4 | 4,125 | 4,810 | 14,397 | 14,089 | |||||||||||||||||||||||||||
| Impairment of goodwill and intangibles | 4,5 | — | 5,144 | 38,028 | 5,144 | |||||||||||||||||||||||||||
| Foreign exchange loss (gain) | 581 | (687) | 1,278 | (445) | ||||||||||||||||||||||||||||
| 33,462 | 38,005 | 144,533 | 108,583 | |||||||||||||||||||||||||||||
| Operating income (loss) | 3,052 | (620) | (25,446) | 1,460 | ||||||||||||||||||||||||||||
| Net financial expenses | 13 | 2,339 | 2,372 | 7,305 | 6,246 | |||||||||||||||||||||||||||
| Earnings (loss) before income taxes | 713 | (2,992) | (32,751) | (4,786) | ||||||||||||||||||||||||||||
| Income tax expense (recovery) | ||||||||||||||||||||||||||||||||
| Current | 1,503 | 479 | 2,291 | 778 | ||||||||||||||||||||||||||||
| Deferred | (1,466) | 245 | (4,942) | 1,184 | ||||||||||||||||||||||||||||
| 37 | 724 | (2,651) | 1,962 | |||||||||||||||||||||||||||||
| Net earnings (loss) | 676 | (3,716) | (30,100) | (6,748) | ||||||||||||||||||||||||||||
| Other comprehensive (loss) income | ||||||||||||||||||||||||||||||||
| Items that may be classified subsequently to profit or loss | ||||||||||||||||||||||||||||||||
| Cumulative translation adjustment on consolidation of foreign subsidiaries | (778) | 2,918 | (2,153) | 3,133 | ||||||||||||||||||||||||||||
| (778) | 2,918 | (2,153) | 3,133 | |||||||||||||||||||||||||||||
| Comprehensive loss | (102) | (798) | (32,253) | (3,615) | ||||||||||||||||||||||||||||
| Basic and diluted earnings (loss) per share | 10 | 0.01 | (0.04) | (0.31) | (0.07) | |||||||||||||||||||||||||||
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 2 | ||||
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| As at | December 31, | March 31, | ||||||||||||||||||
| (in thousands of Canadian dollars) (unaudited) | 2025 | 2025 | ||||||||||||||||||
| Notes | $ | $ | ||||||||||||||||||
| Assets | ||||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash | 12,944 | 15,956 | ||||||||||||||||||
| Accounts receivable and other receivables | 76,982 | 95,270 | ||||||||||||||||||
| Unbilled revenues | 24,624 | 14,803 | ||||||||||||||||||
| Tax credits receivable | 8,855 | 10,996 | ||||||||||||||||||
| Prepaids | 7,176 | 8,680 | ||||||||||||||||||
| 130,581 | 145,705 | |||||||||||||||||||
| Non-current assets | ||||||||||||||||||||
| Tax credits receivable | 6,500 | 9,979 | ||||||||||||||||||
| Other assets | 1,113 | 1,327 | ||||||||||||||||||
| Property and equipment | 3,821 | 3,960 | ||||||||||||||||||
| Right-of-use assets | 2,952 | 4,277 | ||||||||||||||||||
| Intangibles | 4 | 63,915 | 74,450 | |||||||||||||||||
| Deferred tax assets | 5,441 | 4,875 | ||||||||||||||||||
| Goodwill | 5 | 159,630 | 181,407 | |||||||||||||||||
| 373,953 | 425,980 | |||||||||||||||||||
| Liabilities and Shareholders' Equity | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Accounts payable and accrued liabilities | 64,691 | 80,899 | ||||||||||||||||||
| Deferred revenues | 21,258 | 25,024 | ||||||||||||||||||
| Current portion of lease liabilities | 1,793 | 3,546 | ||||||||||||||||||
| Current portion of long-term debt | 7 | 8,318 | 8,059 | |||||||||||||||||
| Current portion of contingent consideration | 6 | 1,519 | — | |||||||||||||||||
| 97,579 | 117,528 | |||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||
| Contingent consideration | 6 | 1,276 | 5,359 | |||||||||||||||||
| Long-term debt | 7 | 106,491 | 101,860 | |||||||||||||||||
| Lease liabilities | 4,598 | 5,449 | ||||||||||||||||||
| Deferred tax liabilities | 8,611 | 11,228 | ||||||||||||||||||
| 218,555 | 241,424 | |||||||||||||||||||
| Shareholders' equity | ||||||||||||||||||||
| Share capital | 8 | 317,702 | 316,685 | |||||||||||||||||
| Deficit | (183,336) | (155,075) | ||||||||||||||||||
| Accumulated other comprehensive income | 5,845 | 7,998 | ||||||||||||||||||
| Contributed surplus | 15,187 | 14,948 | ||||||||||||||||||
| 155,398 | 184,556 | |||||||||||||||||||
| 373,953 | 425,980 | |||||||||||||||||||
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 3 | ||||
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the nine months ended December 31, (in thousands of Canadian dollars, except share data) (unaudited) | ||||||||||||||||||||||||||||||||||||||||||||
| Notes | Shares issued | Share capital | Deficit | Accumulated other comprehensive income | Contributed surplus | Total | ||||||||||||||||||||||||||||||||||||||
| Number | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Balance as at March 31, 2025 | 99,305,100 | 316,685 | (155,075) | 7,998 | 14,948 | 184,556 | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | (30,100) | — | — | (30,100) | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | (2,153) | — | (2,153) | ||||||||||||||||||||||||||||||||||||||
| Total comprehensive loss | — | — | (30,100) | (2,153) | — | (32,253) | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | 9 | — | — | — | — | 3,117 | 3,117 | |||||||||||||||||||||||||||||||||||||
| Share-based compensation granted on business acquisitions | 9 | — | — | — | — | 1,217 | 1,217 | |||||||||||||||||||||||||||||||||||||
| Issuance of Subordinate Voting Shares pursuant to vesting of share-based compensation granted on business acquisitions | 8 | 622,420 | 1,966 | — | — | (1,966) | — | |||||||||||||||||||||||||||||||||||||
| Issuance of Multiple Voting Shares from exercise of stock options | 8,9 | 52,632 | 178 | — | — | (78) | 100 | |||||||||||||||||||||||||||||||||||||
| Issuance of Subordinate Voting Shares upon settlement of DSUs | 8,9 | 256,191 | 620 | — | — | (620) | — | |||||||||||||||||||||||||||||||||||||
| Shares purchased for cancellation | 8 | (347,160) | (1,176) | 567 | — | — | (609) | |||||||||||||||||||||||||||||||||||||
| Shares purchased for settlement of RSUs | 8 | (84,470) | (286) | 81 | — | — | (205) | |||||||||||||||||||||||||||||||||||||
| Delivery of Subordinate Voting Shares upon settlement of RSUs | 8,9 | 84,470 | 197 | — | — | (269) | (72) | |||||||||||||||||||||||||||||||||||||
| Change from equity-settled to cash-settled DSUs | — | — | — | — | (453) | (453) | ||||||||||||||||||||||||||||||||||||||
| Forfeiture and cancellation of PSUs | — | — | 709 | — | (709) | — | ||||||||||||||||||||||||||||||||||||||
| Shares cancelled | 8 | (142,318) | (482) | 482 | — | — | — | |||||||||||||||||||||||||||||||||||||
| Total contributions by shareholders | 441,765 | 1,017 | 1,839 | — | 239 | 3,095 | ||||||||||||||||||||||||||||||||||||||
| Balance as at December 31, 2025 | 99,746,865 | 317,702 | (183,336) | 5,845 | 15,187 | 155,398 | ||||||||||||||||||||||||||||||||||||||
| Balance as at March 31, 2024 | 95,415,248 | 312,409 | (157,370) | 4,606 | 15,559 | 175,204 | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | (6,748) | — | — | (6,748) | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | 3,133 | — | 3,133 | ||||||||||||||||||||||||||||||||||||||
| Total comprehensive (loss) income | — | — | (6,748) | 3,133 | — | (3,615) | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | 2,448 | 2,448 | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation granted on business acquisitions | — | — | — | — | 964 | 964 | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation related to contingent consideration adjustment, granted on Datum Acquisition, to be settled in shares | — | — | — | — | (642) | (642) | ||||||||||||||||||||||||||||||||||||||
| Issuance of Subordinate Voting Shares pursuant to vesting of share-based compensation granted on business acquisition | 622,420 | 1,971 | — | — | (1,971) | — | ||||||||||||||||||||||||||||||||||||||
| Issuance of Subordinate Voting Shares pursuant to the XRM Acquisition | 3,449,103 | 2,875 | — | — | — | 2,875 | ||||||||||||||||||||||||||||||||||||||
| Shares purchased for cancellation | (205,483) | (717) | 315 | — | — | (402) | ||||||||||||||||||||||||||||||||||||||
| Cash settlement of DSUs issued as share-based compensation | — | — | 20 | — | (107) | (87) | ||||||||||||||||||||||||||||||||||||||
| Shares purchased for settlement of RSUs | (69,840) | (244) | 96 | — | — | (148) | ||||||||||||||||||||||||||||||||||||||
| Delivery of Subordinate Voting Shares upon settlement of RSUs | 69,840 | 169 | — | — | (266) | (97) | ||||||||||||||||||||||||||||||||||||||
| Issuance of Subordinate Voting Shares upon settlement of PSUs | 23,812 | 222 | 245 | — | (521) | (54) | ||||||||||||||||||||||||||||||||||||||
| Cash settlement of PSUs issued as share-based compensation | — | — | 274 | — | (346) | (72) | ||||||||||||||||||||||||||||||||||||||
| Total contributions by, and distributions to, shareholders | 3,889,852 | 4,276 | 950 | — | (441) | 4,785 | ||||||||||||||||||||||||||||||||||||||
| Balance as at December 31, 2024 | 99,305,100 | 316,685 | (163,168) | 7,739 | 15,118 | 176,374 | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 4 | ||||
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||||||||
| (in thousands of Canadian dollars) (unaudited) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Notes | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Operating activities | ||||||||||||||||||||||||||||||||
| Net earnings (loss) | 676 | (3,716) | (30,100) | (6,748) | ||||||||||||||||||||||||||||
| Adjustments for: | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 4,793 | 5,978 | 17,108 | 17,454 | ||||||||||||||||||||||||||||
| Contingent consideration adjustment | 12 | — | (2,738) | — | (2,738) | |||||||||||||||||||||||||||
| Change in fair value of contingent consideration | 12 | (914) | — | (5,086) | — | |||||||||||||||||||||||||||
| Net financial expenses | 13 | 2,339 | 2,372 | 7,305 | 6,246 | |||||||||||||||||||||||||||
| Share-based compensation | 9 | 1,317 | 1,375 | 4,323 | 3,412 | |||||||||||||||||||||||||||
| Unrealized foreign exchange loss (gain) | 1,449 | (447) | 2,186 | (564) | ||||||||||||||||||||||||||||
| Realized foreign exchange (gain) loss on repayment of long-term debt | (360) | 98 | (817) | 224 | ||||||||||||||||||||||||||||
| Impairment of goodwill and intangibles | 4,5 | — | 5,144 | 38,028 | 5,144 | |||||||||||||||||||||||||||
| Loss on disposal of property and equipment, intangible and lease modification | 11 | 273 | — | 518 | — | |||||||||||||||||||||||||||
| Deferred taxes | (1,466) | 245 | (4,942) | 1,184 | ||||||||||||||||||||||||||||
| 8,107 | 8,311 | 28,523 | 23,614 | |||||||||||||||||||||||||||||
| Changes in non-cash working capital items | 14 | 17,367 | 3,374 | (6,168) | 7,749 | |||||||||||||||||||||||||||
| Net cash from operating activities | 25,474 | 11,685 | 22,355 | 31,363 | ||||||||||||||||||||||||||||
| Investing activities | ||||||||||||||||||||||||||||||||
| Additions to property and equipment | (384) | (146) | (1,008) | (754) | ||||||||||||||||||||||||||||
| Additions to intangibles | 4 | (181) | (141) | (278) | (205) | |||||||||||||||||||||||||||
| Business acquisitions, net of cash acquired | 3,14 | (1,348) | (6,382) | (10,842) | (6,382) | |||||||||||||||||||||||||||
| Net cash used in investing activities | (1,913) | (6,669) | (12,128) | (7,341) | ||||||||||||||||||||||||||||
| Financing activities | ||||||||||||||||||||||||||||||||
| Advances on the Credit Facility, net of related transaction costs | 9,000 | 22,999 | 52,385 | 89,331 | ||||||||||||||||||||||||||||
| Repayment of the Credit Facility | (30,021) | (22,878) | (46,675) | (85,051) | ||||||||||||||||||||||||||||
| Repayment of secured loans | — | — | — | (8,537) | ||||||||||||||||||||||||||||
| Repayment of balances of purchase price payable | (3,450) | — | (7,712) | (4,268) | ||||||||||||||||||||||||||||
| Repayment of other long-term debt | (87) | (362) | (262) | (362) | ||||||||||||||||||||||||||||
| Repayment of lease liabilities, including lease termination costs | (1,053) | (960) | (3,318) | (3,672) | ||||||||||||||||||||||||||||
| Settlement of RSUs and PSUs, including witholding taxes paid | 9 | (12) | (310) | (72) | (310) | |||||||||||||||||||||||||||
| Exercise of stock options | 8 | — | — | 100 | — | |||||||||||||||||||||||||||
| Shares purchased for settlement of RSUs | 8 | (10) | (10) | (205) | (148) | |||||||||||||||||||||||||||
| Shares purchased for cancellation | 8 | (559) | — | (609) | (402) | |||||||||||||||||||||||||||
| Financial expenses paid | 13 | (1,981) | (2,200) | (6,245) | (5,810) | |||||||||||||||||||||||||||
| Net cash used in financing activities | (28,173) | (3,721) | (12,613) | (19,229) | ||||||||||||||||||||||||||||
| Effect of exchange rate changes on cash | (253) | 369 | (626) | 441 | ||||||||||||||||||||||||||||
| Net change in cash | (4,865) | 1,664 | (3,012) | 5,234 | ||||||||||||||||||||||||||||
| Cash, beginning of period | 17,809 | 12,429 | 15,956 | 8,859 | ||||||||||||||||||||||||||||
| Cash, end of period | 12,944 | 14,093 | 12,944 | 14,093 | ||||||||||||||||||||||||||||
| Cash paid (included in cash flow from operating activities) | ||||||||||||||||||||||||||||||||
| Income taxes paid | 665 | 279 | 2,042 | 638 | ||||||||||||||||||||||||||||
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 5 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
1. GOVERNING STATUTES AND NATURE OF OPERATIONS
Alithya Group inc. (together with its subsidiaries, “Alithya” or the “Company”) is a professional services firm providing IT services and solutions through the optimal use of digital technologies in the areas of strategic consulting, enterprise transformation and business enablement.
The Company’s Class A subordinate voting shares (the “Subordinate Voting Shares”) trade on the Toronto Stock Exchange (“TSX”) under the symbol “ALYA”.
The Company’s head office is located at 700, René Lévesque West Blvd, Suite 400, Montréal, Québec, Canada, H3B 1X8.
2. BASIS OF PREPARATION
Statement of Compliance
These interim condensed consolidated financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting. They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, and should be read in conjunction with the annual audited consolidated financial statements for the year ended March 31, 2025. The Company applied the accounting policies adopted in its most recent annual audited consolidated financial statements for the year ended March 31, 2025, except for changes as detailed below.
These interim condensed consolidated financial statements were approved and authorized for issue by the Board of Directors (the “Board”) on February 12, 2026.
Basis of Measurement
These interim condensed consolidated financial statements have been prepared under the historical cost basis except for:
•Identifiable assets acquired and liabilities and contingent liabilities resulting from a business acquisition, which are generally measured initially at their fair values at the acquisition date and contingent purchase considerations which are measured at the acquisition date and subsequently at fair value;
•Lease obligations, which are initially measured at the present value of the lease payments that are not paid at the lease commencement date;
•Equity classified share-based payment arrangements which are measured at fair value at grant date pursuant to IFRS 2, Share-Based Payment; and
•Liabilities for cash-settled share-based payment arrangements which are initially and subsequently measured at fair value.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 6 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
2. BASIS OF PREPARATION (CONT’D)
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE
At the date of authorization of these interim condensed consolidated financial statements, certain new standards, amendments and interpretations, and improvements to existing standards have been published by the IASB but are not yet effective and have not been adopted early by the Company. Management anticipates that all the relevant pronouncements will be adopted in the first reporting period following the date of application. Information on new standards, amendments and interpretations, and improvements to existing standards, which could potentially impact the Company’s consolidated financial statements, are detailed as follows:
IFRS 7 and IFRS 9 - Classification and measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures. The standard amendments clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system. Furthermore, they clarify the description of non-recourse assets and contractually linked instruments and they introduce additional disclosures for financial instruments with contractual terms that can change cash flows, and equity instruments classified at fair value through other comprehensive income. The amendments to IFRS 7 and IFRS 9 apply retrospectively and are effective for annual periods beginning on or after January 1, 2026, with earlier application permitted. The amendments to IFRS 7 and IFRS 9 will have no significant impact on the Company’s consolidated financial statements.
IFRS 18 - Presentation and Disclosures in Financial Statements
On April 9, 2024, the IASB published the new IFRS 18 – Presentation and Disclosures in Financial Statements that will replace IAS 1 – Presentation of Financial Statements.
IFRS 18 covers four main areas:
•Introduction of defined subtotals and categories in the statement of profit or loss;
•Introduction of requirements to improve aggregation and disaggregation;
•Introduction of disclosures about management-defined performance measures (MPMs) in the notes to the financial statements; and
•Targeted improvements to the statement of cash flows by amending IAS 7 – Statement of Cash Flows.
IFRS 18 applies retrospectively and is effective for annual periods beginning on or after January 1, 2027, with earlier application permitted. Management is currently evaluating the impact of the new accounting standard on its consolidated financial statements.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 7 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
3. BUSINESS ACQUISITION
eVerge
Overview
On May 31, 2025, the Company acquired all of the issued and outstanding shares of U.S.-based eVerge Interests, Inc. and its subsidiaries (“eVerge”) (the “eVerge Acquisition”), a group specialized in enterprise applications and transformation services. Management expects that eVerge’s expertise will complement its existing Oracle business, will increase its AI capabilities, and will reinforce it’s smart shoring capabilities.
The eVerge Acquisition was completed for total consideration of US$23,500,000 ($32,292,000), before working capital and other adjustments, all payable in cash.
The total purchase consideration, in the amount of US$20,640,000 ($28,363,000) once adjusted for working capital and other adjustments, consisted of: (i) US$7,557,000 ($10,385,000) paid in cash on closing; (ii) US$283,000 ($389,000) of final working capital adjustment (iii) US$580,000 ($797,000) of holdback, included in accounts payable and accrued liabilities; (iv) US$7,520,000 ($10,334,000) of balance of sale payable in two installments of US$3,760,000 ($5,167,000) on May 31st, 2026 and 2027 (each an "Anniversary Date"); and (v) potential earn-out consideration of US$4,700,000 ($6,458,000), payable in two installments (50% within 90 days of the first Anniversary Date and 50% on the second Anniversary Date).
The total earn-out consideration of US$4,700,000 ($6,458,000) is contingent upon the future financial performance of the acquired business over the 12-month period following the acquisition date. The contingent consideration included in the purchase consideration is classified as a financial liability recorded at fair value through profit and loss and comprised an undiscounted scenario-based weighted average expected payout amount. The contingent consideration liability is included in Level 3 of the fair value hierarchy and will be remeasured at fair value at each reporting date. The fair value was determined using a scenario-based method, under which the Company identifies multiple outcomes, probability-weights the contingent consideration payoff under each outcome, and discounts the result to arrive at the expected present value of the contingent consideration. At acquisition date, the discount rate used was 17.8%.
For the three and nine months ended December 31, 2025, the Company incurred acquisition-related costs pertaining to the eVerge Acquisition of approximately nil and $883,000, respectively. These costs have been recorded in the interim consolidated statement of operations in business acquisition, integration and reorganization costs.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 8 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
3. BUSINESS ACQUISITION (CONT’D)
Purchase Price Allocation
The allocation of the fair value of the assets acquired and the liabilities assumed is detailed as follows:
| Acquisition of eVerge | As at December 31, 2025 | Preliminary at acquisition date | Adjustments | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash | 843 | 891 | (48) | |||||||||||||||||
| Accounts receivable and other receivables | 5,416 | 5,376 | 40 | |||||||||||||||||
| Prepaids | 342 | 339 | 3 | |||||||||||||||||
| 6,601 | 6,606 | (5) | ||||||||||||||||||
| Non-current assets | ||||||||||||||||||||
| Property and equipment | 62 | 62 | — | |||||||||||||||||
Intangibles (note 4) | 6,895 | 7,376 | (481) | |||||||||||||||||
Goodwill (note 5) | 18,604 | 20,025 | (1,421) | |||||||||||||||||
| Total assets acquired | 32,162 | 34,069 | (1,907) | |||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Accounts payable and accrued liabilities | 6,430 | 6,448 | (18) | |||||||||||||||||
| Income taxes payable | 69 | 31 | 38 | |||||||||||||||||
| Deferred revenue | 524 | 431 | 93 | |||||||||||||||||
| 7,023 | 6,910 | 113 | ||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||
| Deferred tax liabilities | 1,820 | 1,948 | (128) | |||||||||||||||||
| Total liabilities assumed | 8,843 | 8,858 | (15) | |||||||||||||||||
| Net assets acquired | 23,319 | 25,211 | (1,892) | |||||||||||||||||
As at December 31, 2025, upon completion of the purchase price allocation, the determination of the fair value of intangible assets and earn-out consideration, closing adjustments and related deferred tax considerations have been completed. The goodwill adjustment resulted primarily from adjustments to the fair value of the intangibles and the earn-out consideration.
The eVerge Acquisition is being accounted for using the acquisition method of accounting.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 9 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
3. BUSINESS ACQUISITION (CONT’D)
Goodwill
The goodwill recognized consists mainly of the future economic value attributable to the profitability of the acquired business, as well as its workforce and expected synergies from the integration of eVerge into the Company's existing business. The Company does not expect the goodwill to be deductible for income tax purposes.
Purchase consideration
The following table summarizes the acquisition date fair value of each class of purchase consideration as follows:
| Acquisition of eVerge | As at December 31, 2025 | Preliminary at acquisition date | Adjustments | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| Cash consideration | 10,385 | 10,385 | — | |||||||||||||||||
| Working capital adjustment settled in cash | 389 | — | 389 | |||||||||||||||||
Holdback presented in accounts payable and accrued liabilities (a) | 797 | 797 | — | |||||||||||||||||
Balance of purchase price payable with a nominal value of US$7,520,000 ($10,334,000) (note 7) (b) | 9,214 | 9,214 | — | |||||||||||||||||
Contingent consideration of US$4,700,000 ($6,458,000), recorded at fair value (b) | 2,534 | 4,815 | (2,281) | |||||||||||||||||
| Total purchase consideration | 23,319 | 25,211 | (1,892) | |||||||||||||||||
(a) As at December 31, 2025, $279,000 of the holdback has been used.
(b) Non-cash financing activities
eVerge’s contribution to the Company’s results
For the three months ended December 31, 2025, the eVerge business contributed revenues of approximately $7,027,000 and a loss before income taxes in the amount of $867,000, including amortization, primarily related to the acquired customer relationships, of $763,000, integration cost of $291,000 and interest accretion of $186,000.
For the nine months ended December 31, 2025, the eVerge business contributed revenues of approximately $18,703,000, and a loss before income taxes in the amount of $2,072,000, including amortization, primarily related to the acquired customer relationships, of $3,245,000, integration cost of $386,000, change in fair value of contingent consideration of $272,000, interest accretion of $426,000 and business acquisition costs of $883,000 (note 12).
If the acquisition had occurred on April 1, 2025, the Company’s pro-forma consolidated revenues and loss before income taxes would have been $369,865,000 and $32,918,000, respectively, for the nine months ended December 31, 2025. These amounts have been calculated using eVerge’s results and adjusting for:
•differences in accounting policies between the Company and eVerge;
•the removal of transaction costs incurred by eVerge from April 1, 2025 to May 31, 2025; and
•the additional amortization that would have been charged assuming the fair value adjustments to intangibles had been applied from April 1, 2025.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 10 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
4. INTANGIBLES
| As at | December 31, 2025 | March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Customer relationships | Software | Tradenames (a) | Non-compete agreements | Total | Customer relationships | Software | Tradenames (a) | Non-compete agreements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Opening cost | 175,492 | 16,833 | 3,020 | 8,806 | 204,151 | 163,297 | 15,866 | 2,844 | 7,738 | 189,745 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Additions, purchased | — | — | — | — | — | — | 116 | — | — | 116 | |||||||||||||||||||||||||||||||||||||||||||||||||
Additions through business acquisition (note 3) | 6,527 | 24 | — | 344 | 6,895 | 7,800 | 300 | — | 1,600 | 9,700 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Additions, internally generated | — | 278 | — | — | 278 | — | 123 | — | — | 123 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Disposals / retirements | (3,058) | (46) | — | (6,289) | (9,393) | (424) | (338) | — | (810) | (1,572) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | (3,962) | (631) | (144) | (228) | (4,965) | 4,819 | 766 | 176 | 278 | 6,039 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Ending cost | 174,999 | 16,458 | 2,876 | 2,633 | 196,966 | 175,492 | 16,833 | 3,020 | 8,806 | 204,151 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Opening accumulated amortization | 107,441 | 15,206 | — | 7,054 | 129,701 | 91,530 | 10,578 | — | 6,364 | 108,472 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization | 12,841 | 1,193 | — | 363 | 14,397 | 13,321 | 4,361 | — | 1,244 | 18,926 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Impairment loss (note 5) | 1,072 | — | 733 | — | 1,805 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Disposals / retirements | (3,058) | — | — | (6,289) | (9,347) | (424) | (338) | — | (810) | (1,572) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | (2,695) | (587) | (7) | (216) | (3,505) | 3,014 | 605 | — | 256 | 3,875 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Ending accumulated amortization | 115,601 | 15,812 | 726 | 912 | 133,051 | 107,441 | 15,206 | — | 7,054 | 129,701 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net carrying amount | 59,398 | 646 | 2,150 | 1,721 | 63,915 | 68,051 | 1,627 | 3,020 | 1,752 | 74,450 | |||||||||||||||||||||||||||||||||||||||||||||||||
(a) Tradenames are allocated to the Industry Solutions cash-generating unit (“CGU”) for the purpose of impairment testing.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 11 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
5. GOODWILL
| As at | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Canada | France | EPM-US | ERP-US | ERP-CAN | Industry Solutions | Not allocated | Total | |||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | 78,405 | 143 | 10,196 | 67,893 | — | 10,108 | 14,662 | 181,407 | ||||||||||||||||||||||||||||||||||||||||||
Allocation (a) | — | — | — | — | 14,662 | — | (14,662) | — | ||||||||||||||||||||||||||||||||||||||||||
Business acquisition (note 3) | — | — | 18,604 | — | — | — | — | 18,604 | ||||||||||||||||||||||||||||||||||||||||||
| Impairment loss | (26,500) | — | — | — | — | (9,723) | — | (36,223) | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | 4 | (548) | (3,229) | — | (385) | — | (4,158) | ||||||||||||||||||||||||||||||||||||||||||
| Net carrying amount | 51,905 | 147 | 28,252 | 64,664 | 14,662 | — | — | 159,630 | ||||||||||||||||||||||||||||||||||||||||||
| As at | March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Canada | France | EPM-US | ERP-US | ERP-CAN | Industry Solutions | Not allocated | Total | |||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | 78,405 | 135 | 9,603 | 63,941 | — | 14,409 | — | 166,493 | ||||||||||||||||||||||||||||||||||||||||||
| Business acquisition | — | — | — | — | — | — | 14,662 | 14,662 | ||||||||||||||||||||||||||||||||||||||||||
| Impairment loss | — | — | — | — | — | (5,144) | — | (5,144) | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | 8 | 593 | 3,952 | — | 843 | — | 5,396 | ||||||||||||||||||||||||||||||||||||||||||
| Net carrying amount | 78,405 | 143 | 10,196 | 67,893 | — | 10,108 | 14,662 | 181,407 | ||||||||||||||||||||||||||||||||||||||||||
(a) During the nine months ended December 31, 2025, upon completion of the purchase price allocation, the Company allocated the goodwill from the acquisition of XRM Vision Inc. and its affiliates (the “XRM Acquisition”) to the ERP-CAN CGU for the purpose of impairment testing. There were no other changes to the purchase price allocation.
The carrying amounts of the Company's goodwill are reviewed for impairment when events or changes in circumstances indicate that the carrying value may be impaired. At each reporting date, the Company assesses whether there is any indication of impairment. During the three months ended September 30, 2025, management concluded that profitability targets not being achieved for the Canada and Industry Solutions CGUs constituted an indication of impairment. Consequently, management performed impairment tests for the Canada and Industry Solutions CGUs. In assessing whether the goodwill is impaired, the carrying amount of the CGU was compared to its recoverable amount. The recoverable amount of the CGU is based on the higher of the value in use and fair value less costs of disposal.
The recoverable amount of the Canada and Industry Solutions CGUs were determined based on their value-in-use. The value-in-use calculations covered a forty-two months forecast, followed by an extrapolation of future expected net operating cash flows for the remaining useful lives using the long-term growth rate determined by management. The present value of the future expected operating cash flows is determined by applying a suitable pre-tax weighted average cost of capital (“WACC”) reflecting current market assessments of the time value of money and the CGU-specific risks.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 12 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
5. GOODWILL (CONT'D)
Key assumptions used in the impairment testing of the Canada and Industry Solutions CGUs were as follows:
| As at | September 30, 2025 | March 31, 2025 | ||||||||||||||||||||||||
| Canada | Industry Solutions | Canada | Industry Solutions | |||||||||||||||||||||||
| % | % | % | % | |||||||||||||||||||||||
| Pre-tax WACC | 14.4 | 14.1 | 14.0 | 17.5 | ||||||||||||||||||||||
| Long-term growth rate of net operating cash flows | 2.0 | 2.2 | 1.9 | 2.1 | ||||||||||||||||||||||
As a result of the impairment tests performed, management concluded that the recoverable amount of the Canada and Industry Solutions CGUs were less than their carrying amount, resulting in an impairment of goodwill of $26,500,000 and $9,723,000, respectively, and an impairment of intangibles of $1,805,000 for the Industry Solutions CGU as at September 30, 2025.
Varying the key assumptions in the values of the recoverable amount calculations, individually, as indicated below, assuming all other variables remain constant, would have the following effects on the net earnings:
| As at | September 30, 2025 | |||||||||||||
| Increase | Decrease | |||||||||||||
| $ | $ | |||||||||||||
| Canada | ||||||||||||||
| After-tax WACC (1% movement (100 basis points)) | (16,310) | 20,401 | ||||||||||||
| Long-term growth rate of net operating cash flows (1% movement (100 basis points)) | 15,788 | (12,753) | ||||||||||||
Furthermore, a decrease of 5% of the forty-two months forecasts would result in the increase of impairment in the amount of $8,149,000 for the Canada CGU.
6. CONTINGENT CONSIDERATION
The following table presents information concerning contingent consideration activity for the period:
| As at | December 31, | March 31, | ||||||||||||
| 2025 | 2025 | |||||||||||||
| $ | $ | |||||||||||||
| Beginning balance | 5,359 | 4,082 | ||||||||||||
| Business acquisition (note 3) | 2,534 | 5,104 | ||||||||||||
| Change in fair value (note 12) | (5,086) | — | ||||||||||||
| Recovery from change in estimate | — | (4,056) | ||||||||||||
| Foreign currency translation adjustment | (12) | 229 | ||||||||||||
| 2,795 | 5,359 | |||||||||||||
| Current portion of contingent consideration | 1,519 | — | ||||||||||||
| 1,276 | 5,359 | |||||||||||||
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 13 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
7. LONG-TERM DEBT
The following table summarizes the Company’s long-term debt:
| As at | December 31, | March 31, | ||||||||||||
| 2025 | 2025 | |||||||||||||
| $ | $ | |||||||||||||
Senior secured revolving credit facility (the "Credit Facility") (a) | 80,571 | 77,729 | ||||||||||||
Subordinated unsecured loans (b) | 20,000 | 20,000 | ||||||||||||
Balance of purchase price payable with a nominal value as at March 31, 2025 of US$3,115,000 ($4,479,000), non-interest bearing (4.4% effective interest rate), matured on July 1, 2025 | — | 4,431 | ||||||||||||
Balance of purchase price payable with a nominal value of $5,175,000 (March 31, 2025 - $8,625,000), non-interest bearing (8.0% effective interest rate), payable in annual installments of $3,450,000 for the first and second anniversaries, and $1,725,000 for the third anniversary, maturing on December 1, 2027 | 4,703 | 7,718 | ||||||||||||
Balance of purchase price payable with a nominal value of US$7,520,000 ($10,299,000), non-interest bearing (8.0% effective interest rate), payable in annual installments of US$3,760,000 ($5,149,000), maturing on May 31, 2027 (note 3) | 9,604 | — | ||||||||||||
| Other debt | 117 | 379 | ||||||||||||
Unamortized transaction costs (net of accumulated amortization of $287,000 and $403,000) | (186) | (338) | ||||||||||||
| 114,809 | 109,919 | |||||||||||||
| Current portion of long-term debt | 8,318 | 8,059 | ||||||||||||
| 106,491 | 101,860 | |||||||||||||
(a) The Credit Facility is available to a maximum amount of $140,000,000 which can be increased under an accordion provision to $190,000,000, under certain conditions, and can be drawn in Canadian dollars and the equivalent amount in U.S. dollars. It is available in prime rate advances, CORRA advances, SOFR advances and letters of credit of up to $2,500,000.
The advances bear interest at the Canadian or U.S. prime rate, plus an applicable margin ranging from 0.75% to 1.75%, or CORRA or SOFR rates, plus an applicable margin ranging from 2.00% to 3.00%, as applicable for Canadian and U.S. advances, respectively. The applicable margin is determined based on certain financial ratios. As security for the Credit Facility, Alithya provided a first ranking hypothec on the universality of its assets excluding any leased equipment and Investissement Québec’s first ranking lien on tax credits receivable for the financing related to refundable tax credits. Under the terms of the agreement, the Company is required to maintain certain financial covenants which are measured on a quarterly basis.
The Credit Facility matures on April 1, 2027 and is renewable for additional one-year periods at the lender’s discretion, provided that the term of the Credit Facility never exceeds three years at a given time.
As at December 31, 2025, the amount outstanding under the Credit Facility includes $50,671,000 (March 31, 2025 - $61,829,000) payable in U.S. dollars (US$37,000,000; March 31, 2025 - US$43,000,000).
The Company has an additional operating credit facility available to a maximum amount of $2,739,000 (US$2,000,000), bearing interest at the U.S. prime rate plus 1.00%. This operating credit facility can be terminated by the lender at any time. There was no amount outstanding under this additional operating credit facility as at December 31, 2025.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 14 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
7. LONG-TERM DEBT (CONT’D)
(b) The subordinated unsecured loans with Investissement Québec, in the amount of $20,000,000, mature on October 1, 2027 and are renewable for one additional year at the lender’s discretion. For the period up to November 1, 2025, the first $10,000,000 bears fixed interest rates ranging between 6.00% and 7.25% and the additional $10,000,000 bears interest ranging between 7.10% and 8.35%, determined and payable quarterly, based on certain financial ratios. Starting November 1, 2025, the total amount of $20,000,000 bears variable interest rate at Canadian prime rate, plus an applicable margin ranging from 3.21% to 4.46%, determined and payable quarterly based on certain financial ratios.
Under the terms of the loans, the Company is required to maintain compliance with certain financial covenants which are measured on a quarterly basis.
(a)(b) The Company was in compliance with all of its financial covenants as at December 31, 2025 and March 31, 2025.
8. SHARE CAPITAL
The following table presents information concerning issued share capital activity for the period:
| Subordinate Voting Shares | Multiple Voting Shares | |||||||||||||||||||||||||
| Number of shares | $ | Number of shares | $ | |||||||||||||||||||||||
| Beginning balance as at April 1, 2025 | 92,030,852 | 311,861 | 7,274,248 | 4,824 | ||||||||||||||||||||||
| Shares issued pursuant to vesting of share-based compensation granted on business acquisition | 622,420 | 1,966 | — | — | ||||||||||||||||||||||
| Exercise of stock options | — | — | 52,632 | 178 | ||||||||||||||||||||||
| Shares purchased for cancellation | (347,160) | (1,176) | — | — | ||||||||||||||||||||||
| Settlement of DSUs | 256,191 | 620 | — | — | ||||||||||||||||||||||
| Shares purchased for settlement of RSUs | (84,470) | (286) | — | — | ||||||||||||||||||||||
| Delivery of shares upon settlement of RSUs | 84,470 | 197 | — | — | ||||||||||||||||||||||
| Shares cancelled | (142,318) | (482) | — | — | ||||||||||||||||||||||
Ending balance as at December 31, 2025 (a) | 92,419,985 | 312,700 | 7,326,880 | 5,002 | ||||||||||||||||||||||
(a) Includes 1,149,702 Subordinate Voting Shares issued as part of the XRM Acquisition subject to forfeitures which are not considered as outstanding as per IFRS.
During the nine months ended December 31, 2025, the following transactions occurred:
•As part of the acquisition of Datum Consulting Group, LLC and its international affiliates (the “Datum Acquisition’’), 622,420 Subordinate Voting Shares, with a total value of $1,966,000 (US$1,438,000), reclassified from contributed surplus, were issued as settlement of the third anniversary share consideration.
•52,632 stock options were exercised and 52,632 Multiple Voting Shares were issued with a carrying value of $178,000, for cash consideration of $100,000, with $78,000 reclassified from contributed surplus.
•347,160 Subordinate Voting Shares were purchased for cancellation under the Company's normal course issuer bid for a total cash consideration of $609,000 and a carrying value of $1,176,000. The excess of the carrying value over the purchase price in the amount of $567,000 was recorded as a reduction to deficit.
•256,191 DSUs were settled and 256,191 Subordinate Voting Shares were issued with a carrying value of $620,000, which was reclassified from contributed surplus.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 15 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
8. SHARE CAPITAL (CONT’D)
•84,470 Subordinate Voting Shares were purchased on the open market in connection with the settlement of RSUs for a total cash consideration of $205,000 and a carrying value of $286,000. The excess of the carrying value over the purchase price in the amount of $81,000 was recorded as a reduction to deficit. A total of 116,567 RSUs were settled net of withholding tax and 84,470 Subordinate Voting Shares were delivered with a carrying value of $197,000, which was reclassified from contributed surplus. The purchase and delivery of Subordinate Voting Shares upon settlement of RSUs were completed by the administrative agent of the Share Unit Plan (“SUP”), in accordance with the terms of the SUP and the Services Agreement entered into between the Company and the administrative agent.
•142,318 Subordinate Voting Shares were cancelled in accordance with the application of a sunset clause as per the November 1, 2018 agreement with Edgewater Technology, Inc., with a carrying value of $482,000 reclassified to deficit.
Normal Course Issuer Bid ("NCIB")
On September 9, 2025, the Company’s Board of Directors authorized and subsequently the TSX approved the implementation of a NCIB. Under the NCIB, the Company is allowed to purchase for cancellation up to 5,939,183 Subordinate Voting Shares, representing 10% of the Company’s public float as of the close of markets on September 2, 2025.
The NCIB plan commenced on September 12, 2025 and will end on the earlier of September 11, 2026 and the date on which the Company will have acquired the maximum number of Subordinate Voting Shares allowable under the NCIB or will otherwise have decided not to make any further purchases. All purchases of Subordinate Voting Shares are made by means of open market transactions at their market price at the time of acquisition. Concurrently, the Company entered into an automatic share purchase plan (“ASPP”) with a designated broker in connection with its NCIB. The ASPP allows the designated broker to purchase for cancellation Subordinate Voting Shares, on behalf of the Company, subject to certain trading parameters established, from time to time, by the Company.
9. SHARE-BASED COMPENSATION
Stock options
The following table presents information concerning outstanding stock options for the period:
| Number of stock options | Weighted average exercise price (a) | |||||||||||||
| $ | ||||||||||||||
| Beginning balance as at April 1, 2025 | 3,547,141 | 3.29 | ||||||||||||
| Forfeited | (34,016) | 3.25 | ||||||||||||
| Expired | (216,000) | 3.11 | ||||||||||||
| Exercised | (52,632) | 1.90 | ||||||||||||
| Ending balance as at December 31, 2025 | 3,244,493 | 3.32 | ||||||||||||
| Exercisable at period end | 2,923,126 | 3.33 | ||||||||||||
(a) Following the delisting from Nasdaq, the Company converted the U.S. dollar exercise prices in Canadian dollars.
Included in the 2,923,126 stock options exercisable issued, 200,000 stock options are available to purchase Multiple Voting Shares at a weighted average exercise price of $3.38 with a weighted average exercise period of 0.8 year as at December 31, 2025.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 16 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
9. SHARE-BASED COMPENSATION (CONT’D)
Deferred Share Units (“DSUs”)
The following table presents information concerning the outstanding number of DSUs for the period:
| Number of DSUs | ||||||||
| Beginning balance as at April 1, 2025 | 1,471,139 | |||||||
| Granted to non-employee directors | 300,395 | |||||||
| Granted to employees | 251,967 | |||||||
| Forfeited | (4,493) | |||||||
| Settled | (256,191) | |||||||
| Ending balance as at December 31, 2025 | 1,762,817 | |||||||
During the nine months ended December 31, 2025, 300,395 fully vested DSUs, in aggregate, were granted under the Long Term Incentive Plan (“LTIP”) to non-employee directors of the Company at an average grant date fair value of $1.90, per DSU, for an aggregate fair value of $571,000.
During the nine months ended December 31, 2025, 251,967 DSUs, in aggregate, were granted under the SUP at a grant date fair value of $1.91, per DSU, for an aggregate fair value of $481,000. The expense was recorded as at March 31, 2025 as the related services were performed and the performance conditions were met at that date.
As at December 31, 2025, included in the 1,762,817 DSUs are 1,318,292 DSUs issued under the LTIP and 444,525 DSUs issued under the SUP.
Restricted Share Units (“RSUs”)
The following table presents information concerning the outstanding number of RSUs for the period:
| Number of RSUs | ||||||||
| Beginning balance as at April 1, 2025 | 2,155,231 | |||||||
| Granted | 1,747,743 | |||||||
| Forfeited | (572,846) | |||||||
| Settled | (116,567) | |||||||
| Ending balance as at December 31, 2025 | 3,213,561 | |||||||
RSUs issued under the SUP are settled in Subordinate Voting Shares purchased on the open market through the SUP’s administrative agent, and to the extent that the Company has an obligation under tax laws to withhold an amount for an employee’s tax obligation associated with the settlement, the Company settles RSUs on a net basis.
During the nine months ended December 31, 2025, 1,747,743 RSUs, in aggregate, vesting in June 2028, were granted under the SUP at an average grant date fair value of $2.29, per RSU, for an aggregate fair value of $4,002,000.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 17 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
9. SHARE-BASED COMPENSATION (CONT’D)
During the nine months ended December 31, 2025, 116,567 RSUs issued under the SUP with a carrying value of $269,000, were settled on a net basis. 84,470 Subordinate Voting Shares were purchased on the open market and delivered, with an amount of $197,000 previously credited to contributed surplus transferred to share capital. The balance of 32,097 RSUs, representing an amount of $72,000, were surrendered for cancellation to satisfy the employee’s statutory withholding tax requirements.
As at December 31, 2025, all 3,213,561 RSUs were issued under the SUP.
Performance Share Units (“PSUs”)
The following table presents information concerning the outstanding number of PSUs for the period:
| Number of PSUs | ||||||||
| Beginning balance as at April 1, 2025 | 3,072,867 | |||||||
| Granted | 1,555,823 | |||||||
| Forfeited | (761,618) | |||||||
| Ending balance as at December 31, 2025 | 3,867,072 | |||||||
During the nine months ended December 31, 2025, 1,555,823 PSUs, in aggregate, vesting in June 2028, were granted under the SUP at an average grant date fair value of $2.29, per PSU, for an aggregate fair value of $3,563,000.
As at December 31, 2025, included in the 3,867,072 PSUs are 2,415,808 PSUs issued under the LTIP and 1,451,264 PSUs under the SUP.
Share-Based Compensation expense
Total share-based compensation expense for the period is summarized as follows:
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Stock options | 15 | 66 | 65 | 135 | ||||||||||||||||||||||
| Share purchase plan – employer contribution | 338 | 329 | 1,008 | 1,016 | ||||||||||||||||||||||
| Share-based compensation granted on business acquisitions | 289 | 391 | 1,217 | 964 | ||||||||||||||||||||||
| DSUs | 171 | 182 | 562 | 546 | ||||||||||||||||||||||
| RSUs | 418 | 290 | 1,400 | 850 | ||||||||||||||||||||||
| PSUs | 424 | 446 | 1,079 | 917 | ||||||||||||||||||||||
| 1,655 | 1,704 | 5,331 | 4,428 | |||||||||||||||||||||||
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 18 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
10. EARNINGS (LOSS) PER SHARE
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Net earnings (loss) | 676 | (3,716) | (30,100) | (6,748) | ||||||||||||||||||||||
Weighted average number of Shares outstanding - basic and diluted (a) (b) | 98,249,877 | 96,418,719 | 98,031,465 | 95,900,402 | ||||||||||||||||||||||
| Basic and diluted earnings (loss) per share | 0.01 | (0.04) | (0.31) | (0.07) | ||||||||||||||||||||||
(a) "Shares" include the Subordinate Voting Shares and Multiple Voting Shares.
(b) The weighted average number of basic Shares calculation for the three and nine months ended December 31, 2025 excludes the impact of 1,149,702 (2024 - 1,724,553) Subordinate Voting Shares issued as part of the XRM Acquisition as they were subject to forfeitures.
For the nine months ended December 31, 2025 and for the three and nine months ended December 31, 2024, the potentially dilutive outstanding equity instruments, which are the DSUs, PSUs and options mentioned in Note 9 granted under the LTIP, certain shares to be issued as part of anniversary payments related to business acquisition, and the Subordinate Voting Shares issued as part of the XRM acquisition subject to forfeiture, were not included in the calculation of diluted earnings per share since the Company incurred losses and the inclusion of these equity instruments would have an antidilutive effect.
For the three months ended December 31, 2025, the basic and diluted earnings per share are the same as the inclusion of the instruments listed above had no impact on the result.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 19 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
11. ADDITIONAL INFORMATION ON CONSOLIDATED LOSS
The following table provides additional information on the consolidated loss:
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Expenses by Nature | ||||||||||||||||||||||||||
| Employee compensation and subcontractor costs | 98,855 | 101,093 | 311,939 | 305,386 | ||||||||||||||||||||||
Tax credits (a) | (1,432) | (1,795) | (4,492) | (5,684) | ||||||||||||||||||||||
| Licenses and telecommunications | 3,773 | 3,215 | 10,472 | 9,792 | ||||||||||||||||||||||
| Professional fees | 2,287 | 1,696 | 7,657 | 5,433 | ||||||||||||||||||||||
| Other expenses | 3,352 | 2,981 | 8,968 | 9,522 | ||||||||||||||||||||||
| Loss on disposal of property and equipment, intangible and lease modification | 273 | — | 310 | — | ||||||||||||||||||||||
| Depreciation of property and equipment | 193 | 515 | 1,156 | 1,510 | ||||||||||||||||||||||
| Depreciation of right-of-use assets | 475 | 653 | 1,555 | 1,855 | ||||||||||||||||||||||
| 107,776 | 108,358 | 337,565 | 327,814 | |||||||||||||||||||||||
| Expenses by Function | ||||||||||||||||||||||||||
| Cost of revenues | 78,648 | 78,376 | 244,525 | 238,107 | ||||||||||||||||||||||
Selling, general and administrative expenses (b) | 28,460 | 28,814 | 90,329 | 86,342 | ||||||||||||||||||||||
| Depreciation | 668 | 1,168 | 2,711 | 3,365 | ||||||||||||||||||||||
| 107,776 | 108,358 | 337,565 | 327,814 | |||||||||||||||||||||||
(b) For the nine months ended December 31, 2025, selling, general and administrative expenses include termination and benefit costs for management personnel of nil (2024 - $1,502,000) and nil (2024 - $246,000) of reversal of share-based compensation expense for forfeited equity instruments.
Deferred income tax recovery
During the nine months ended December 31, 2025, the Company recognized a deferred tax asset in the amount of $1,820,000 that was probable of being realized as a result of the deferred tax liability pursuant to the eVerge Acquisition (note 3). The recognized deferred tax asset relates to previous years' net operating losses of the Company in the U.S. available for carryforwards in the amount of approximately $6,838,000 that was previously not recognized.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 20 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
12. BUSINESS ACQUISITION, INTEGRATION AND REORGANIZATION COSTS (RECOVERY)
The following table summarizes business acquisition, integration and reorganization costs (recovery):
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Acquisition costs (a) | 95 | 1,082 | 1,019 | 1,082 | ||||||||||||||||||||||
Integration costs (b) | 447 | 375 | 1,397 | 1,011 | ||||||||||||||||||||||
Reorganization costs (c) | — | — | 423 | 566 | ||||||||||||||||||||||
Employee compensation on business acquisition (d) | — | 37 | 37 | 167 | ||||||||||||||||||||||
Contingent consideration adjustment (e) | — | (2,738) | — | (2,738) | ||||||||||||||||||||||
Change in fair value of contingent consideration (f) | (914) | — | (5,086) | — | ||||||||||||||||||||||
| (372) | (1,244) | (2,210) | 88 | |||||||||||||||||||||||
(a) The acquisition costs consisted mainly of professional fees incurred in relation to business acquisition (note 3).
(b) For the three months ended December 31, 2025, integration costs consisted mainly of common area expenses on vacated premises in relation to business acquisitions and transition costs related to system integrations. For the nine months ended December 31, 2025, integration costs consisted mainly of loss on terminated lease previously acquired as part of business combinations, transition costs related to system integrations and common area expenses on vacated premises in relation to business acquisitions. For the three and nine months ended December 31, 2024 , integration costs consisted mainly of transition costs related to system integrations and common area expenses on vacated premises in relation to business acquisitions.
(c) Reorganization costs consisted of employee termination and benefits costs.
(d) Employee compensation on business acquisition included deferred cash consideration from acquisition.
(e) For the three and nine months ended December 31, 2024, contingent consideration adjustment includes a recovery from changes in the estimated amount payable of $2,096,000 related to the portion payable in cash and $642,000 related to the portion to be settled in shares as per the earn-out consideration of the Datum Acquisition.
(f) Change in fair value of contingent consideration, as a result of changes in estimate of profitability targets and weighting of scenarios, consisted of $914,000 of unrealized gain related to the XRM Acquisition for the three months ended December 31, 2025 and $5,358,000 of unrealized gain related to the XRM Acquisition (note 16) net of $272,000 of unrealized loss related to the eVerge Acquisition (note 3) for the nine months ended December 31, 2025. The contingent consideration is presented within Level 3 of the fair value hierarchy.
13. NET FINANCIAL EXPENSES
The following table summarizes net financial expenses:
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Interest on long-term debt | 1,912 | 2,002 | 5,519 | 5,454 | ||||||||||||||||||||||
| Interest on lease liabilities | 80 | 118 | 266 | 355 | ||||||||||||||||||||||
| Amortization of finance costs | 38 | 55 | 152 | 187 | ||||||||||||||||||||||
| Interest accretion on balances of purchase price payable | 320 | 117 | 908 | 249 | ||||||||||||||||||||||
| Financing fees | 208 | 155 | 810 | 338 | ||||||||||||||||||||||
| Interest income | (219) | (75) | (350) | (337) | ||||||||||||||||||||||
| 2,339 | 2,372 | 7,305 | 6,246 | |||||||||||||||||||||||
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 21 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
14. SUPPLEMENTARY CASH FLOW INFORMATION
Changes in non-cash working capital items are as follows:
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Accounts receivable and other receivables | 14,686 | 14,539 | 21,969 | 21,026 | ||||||||||||||||||||||
| Unbilled revenues | 272 | (7,805) | (10,210) | (7,675) | ||||||||||||||||||||||
| Tax credits receivable | 8,453 | (1,795) | 5,653 | 4,139 | ||||||||||||||||||||||
| Prepaids | 1,117 | 287 | 1,706 | 285 | ||||||||||||||||||||||
| Other assets | 72 | 87 | 213 | 870 | ||||||||||||||||||||||
| Accounts payable and accrued liabilities | (8,063) | (1,412) | (21,921) | (8,987) | ||||||||||||||||||||||
| Deferred revenues | 830 | (527) | (3,578) | (1,909) | ||||||||||||||||||||||
| 17,367 | 3,374 | (6,168) | 7,749 | |||||||||||||||||||||||
During the three and nine months ended December 31, 2025, non-cash investing and financing activities included additions to right-of-use assets and lease liabilities in the amount of $393,000 and $802,000, respectively (2024 - 782,000 and $965,000, respectively).
During the three and nine months ended December 31, 2025, the Company paid an amount of $632,000 in relation to the working capital adjustment for the XRM Acquisition.
15. SEGMENT INFORMATION
The following tables present the Company's operations based on reportable segments:
| For the three months ended December 31, 2025 | ||||||||||||||||||||||||||
| U.S. | Canada | International | Total | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Revenues | 54,953 | 54,024 | 6,185 | 115,162 | ||||||||||||||||||||||
| Cost of revenues and operating expenses | ||||||||||||||||||||||||||
| Employee compensation and subcontractor costs | 42,591 | 44,460 | 4,951 | 92,002 | ||||||||||||||||||||||
| Tax credits | — | (1,432) | — | (1,432) | ||||||||||||||||||||||
| Licenses and telecommunication | 2,050 | 1,100 | 162 | 3,312 | ||||||||||||||||||||||
| Other expenses | 1,817 | 1,406 | 244 | 3,467 | ||||||||||||||||||||||
| 46,458 | 45,534 | 5,357 | 97,349 | |||||||||||||||||||||||
| Operating income by segment | 8,495 | 8,490 | 828 | 17,813 | ||||||||||||||||||||||
| Head office general and administrative expenses | 9,759 | |||||||||||||||||||||||||
Business acquisition, integration and reorganization costs recovery (a) | (372) | |||||||||||||||||||||||||
| Foreign exchange loss | 581 | |||||||||||||||||||||||||
| Operating income before depreciation and amortization | 7,845 | |||||||||||||||||||||||||
| Depreciation and amortization | 4,793 | |||||||||||||||||||||||||
| Operating income | 3,052 | |||||||||||||||||||||||||
(a) The change in fair value of the contingent consideration, representing a gain of $914,000 included in business acquisition, integration and reorganization costs recovery, relates to the Canada segment (note 12).
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 22 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
15. SEGMENT INFORMATION (CONT’D)
| For the three months ended December 31, 2024 | ||||||||||||||||||||||||||
| U.S. | Canada | International | Total | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Revenues | 48,848 | 61,695 | 5,218 | 115,761 | ||||||||||||||||||||||
| Cost of revenues and operating expenses | ||||||||||||||||||||||||||
| Employee compensation and subcontractor costs | 36,409 | 52,576 | 4,216 | 93,201 | ||||||||||||||||||||||
| Tax credits | — | (1,795) | — | (1,795) | ||||||||||||||||||||||
| Licenses and telecommunication | 1,445 | 813 | 110 | 2,368 | ||||||||||||||||||||||
| Other expenses | 1,499 | 1,272 | 223 | 2,994 | ||||||||||||||||||||||
| 39,353 | 52,866 | 4,549 | 96,768 | |||||||||||||||||||||||
| Operating income by segment | 9,495 | 8,829 | 669 | 18,993 | ||||||||||||||||||||||
| Head office general and administrative expenses | 10,422 | |||||||||||||||||||||||||
Business acquisition, integration and reorganization costs recovery (a) | (1,244) | |||||||||||||||||||||||||
| Foreign exchange gain | (687) | |||||||||||||||||||||||||
| Operating income before depreciation, amortization and impairment | 10,502 | |||||||||||||||||||||||||
| Depreciation and amortization | 5,978 | |||||||||||||||||||||||||
Impairment of goodwill (a) | 5,144 | |||||||||||||||||||||||||
| Operating loss | (620) | |||||||||||||||||||||||||
| For the nine months ended December 31, 2025 | ||||||||||||||||||||||||||
| U.S. | Canada | International | Total | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Revenues | 177,554 | 168,873 | 17,185 | 363,612 | ||||||||||||||||||||||
| Cost of revenues and operating expenses | ||||||||||||||||||||||||||
| Employee compensation and subcontractor costs | 130,419 | 144,383 | 14,511 | 289,313 | ||||||||||||||||||||||
| Tax credits | — | (4,406) | (86) | (4,492) | ||||||||||||||||||||||
| Licenses and telecommunication | 5,464 | 3,127 | 512 | 9,103 | ||||||||||||||||||||||
| Other expenses | 5,133 | 3,767 | 699 | 9,599 | ||||||||||||||||||||||
| 141,016 | 146,871 | 15,636 | 303,523 | |||||||||||||||||||||||
| Operating income by segment | 36,538 | 22,002 | 1,549 | 60,089 | ||||||||||||||||||||||
| Head office general and administrative expenses | 31,331 | |||||||||||||||||||||||||
Business acquisition, integration and reorganization costs recovery (a) | (2,210) | |||||||||||||||||||||||||
| Foreign exchange loss | 1,278 | |||||||||||||||||||||||||
| Operating income before depreciation, amortization and impairment | 29,690 | |||||||||||||||||||||||||
| Depreciation and amortization | 17,108 | |||||||||||||||||||||||||
Impairment of goodwill and intangibles (b) | 38,028 | |||||||||||||||||||||||||
| Operating loss | (25,446) | |||||||||||||||||||||||||
(b) Impairment of goodwill in the amount of $26,500,000 relates to the Canada segment and impairment of goodwill and intangibles in the amount of $9,723,000 and $1,805,000, respectively, relate to the U.S. segment (note 5).
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 23 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
15. SEGMENT INFORMATION (CONT’D)
| For the nine months ended December 31, 2024 | ||||||||||||||||||||||||||
| U.S. | Canada | International | Total | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Revenues | 146,364 | 186,472 | 15,314 | 348,150 | ||||||||||||||||||||||
| Cost of revenues and operating expenses | ||||||||||||||||||||||||||
| Employee compensation and subcontractor costs | 111,194 | 158,682 | 13,035 | 282,911 | ||||||||||||||||||||||
| Tax credits | — | (5,669) | (15) | (5,684) | ||||||||||||||||||||||
| Licenses and telecommunication | 4,407 | 2,472 | 313 | 7,192 | ||||||||||||||||||||||
| Other expenses | 4,893 | 3,591 | 676 | 9,160 | ||||||||||||||||||||||
| 120,494 | 159,076 | 14,009 | 293,579 | |||||||||||||||||||||||
| Operating income by segment | 25,870 | 27,396 | 1,305 | 54,571 | ||||||||||||||||||||||
| Head office general and administrative expenses | 30,870 | |||||||||||||||||||||||||
Business acquisition, integration and reorganization costs (a) | 88 | |||||||||||||||||||||||||
| Foreign exchange gain | (445) | |||||||||||||||||||||||||
| Operating income before depreciation, amortization and impairment | 24,058 | |||||||||||||||||||||||||
| Depreciation and amortization | 17,454 | |||||||||||||||||||||||||
Impairment of goodwill (a) | 5,144 | |||||||||||||||||||||||||
| Operating income | 1,460 | |||||||||||||||||||||||||
Information about revenues
An analysis of the Company’s revenues from customers for each major service category is as follows:
| For the three months ended December 31, 2025 | ||||||||||||||||||||||||||
| U.S. | Canada | International | Total | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Strategic consulting and enterprise transformation services - time and materials arrangements | 29,402 | 42,578 | 5,857 | 77,837 | ||||||||||||||||||||||
| Enterprise transformation services - fixed-fee arrangements | 11,960 | 8,288 | 161 | 20,409 | ||||||||||||||||||||||
Business enablement services (a) | 13,591 | 3,158 | 167 | 16,916 | ||||||||||||||||||||||
| 54,953 | 54,024 | 6,185 | 115,162 | |||||||||||||||||||||||
| For the three months ended December 31, 2024 | ||||||||||||||||||||||||||
| U.S. | Canada | International | Total | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Strategic consulting and enterprise transformation services - time and materials arrangements | 25,504 | 52,051 | 4,687 | 82,242 | ||||||||||||||||||||||
| Enterprise transformation services - fixed-fee arrangements | 8,863 | 5,510 | 363 | 14,736 | ||||||||||||||||||||||
Business enablement services (a) | 14,481 | 4,134 | 168 | 18,783 | ||||||||||||||||||||||
| 48,848 | 61,695 | 5,218 | 115,761 | |||||||||||||||||||||||
(a) Including support revenues of $9,319,000 (2024 - $8,458,000) for U.S., $2,273,000 (2024 - $3,293,000) for Canada and $104,000 (2024 - $127,000) for the International operating segment for a total of $11,696,000 (2024 - $11,878,000) for the three months ended December 31, 2025.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 24 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
15. SEGMENT INFORMATION (CONT’D)
| For the nine months ended December 31, 2025 | ||||||||||||||||||||||||||
| U.S. | Canada | International | Total | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Strategic consulting and enterprise transformation services - time and materials arrangements | 95,560 | 138,319 | 15,811 | 249,690 | ||||||||||||||||||||||
| Enterprise transformation services - fixed-fee arrangements | 37,434 | 20,408 | 888 | 58,730 | ||||||||||||||||||||||
Business enablement services (a) | 44,560 | 10,146 | 486 | 55,192 | ||||||||||||||||||||||
| 177,554 | 168,873 | 17,185 | 363,612 | |||||||||||||||||||||||
| For the nine months ended December 31, 2024 | ||||||||||||||||||||||||||
| U.S. | Canada | International | Total | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Strategic consulting and enterprise transformation services - time and materials arrangements | 78,394 | 157,688 | 13,864 | 249,946 | ||||||||||||||||||||||
| Enterprise transformation services - fixed-fee arrangements | 25,054 | 17,718 | 1,223 | 43,995 | ||||||||||||||||||||||
Business enablement services (a) | 42,916 | 11,066 | 227 | 54,209 | ||||||||||||||||||||||
| 146,364 | 186,472 | 15,314 | 348,150 | |||||||||||||||||||||||
(a) Including support revenues of $29,866,000 (2024 - $24,202,000) for U.S., $7,180,000 (2024 - $8,497,000) for Canada and $322,000 (2024 - $127,000) for the International operating segment for a total of $37,368,000 (2024 - $32,826,000) for the nine months ended December 31, 2025.
Major customer
During the three months ended December 31, 2025, no customer generated more than 10% of total revenues (December 31, 2024 - One Canadian customer generated more than 10% of total revenues for $13,164,000 ).
During the nine months ended December 31, 2025, no customer generated more than 10% of total revenues (December 31, 2024 - One Canadian customer generated more than 10% of total revenues for $41,785,000).
As at December 31, 2025, accounts receivable and other receivables and unbilled revenues from one Canadian customer amounted to $11,587,000 or 11% (March 31, 2025 - One Canadian customer represented more than 10% of total accounts receivable and other receivables and unbilled revenues for $11,171,000 or 10%).
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 25 | ||||
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)
16. FINANCIAL INSTRUMENTS
Fair Value of Financial Instruments
The carrying amount of cash, accounts receivable and other receivables, other assets, accounts payable and accrued liabilities and long-term debt bearing interest at variable rates is a reasonable approximation of fair value.
The fair value of the long-term debt bearing interest at fixed rates is estimated by discounting expected cash flows at rates that would be currently offered to the Company for debts of the same remaining maturities and conditions (Level 2). For both December 31, 2025 and March 31, 2025, the Company has determined that the fair value of the Credit Facility and the balances of purchase price payable are not significantly different than their carrying amount.
The contingent consideration related to the XRM Acquisition is payable based on the achievement of growth in excess of the trailing twelve months gross margin over a consecutive 12 months period within the 18 months following the acquisition date and is included in Level 3 of the fair value hierarchy. The fair value was determined using a scenario-based method, under which the Company identifies multiple outcomes, probability-weights the contingent consideration payoff under each outcome, and discounts the result to arrive at the expected present value of the contingent consideration. The actual earn-out payout can range from nil to $10,500,000. The maximum potential impact on the results can be an increase of nil or a decrease of $10,500,000 in earnings.
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2025 and 2024 | | 26 | ||||
 | ||
Management’s Discussion and Analysis Alithya Group inc. For the three and nine months ended December 31, 2025 | ||
Exhibit 99.2
Table of Contents
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| 8.2 | |||||||||||
| 8.3 | |||||||||||
| 8.4 | |||||||||||
| 8.5 | Net Earnings (Loss) and Earnings (Loss) per Share | ||||||||||
| 8.6 | Adjusted Net Earnings and Adjusted Net Earnings per Share | ||||||||||
| 8.7 | |||||||||||
| 8.8 | |||||||||||
| 9. | Bookings and Backlog | ||||||||||
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| 11.1 | |||||||||||
| 11.2 | |||||||||||
| 11.3 | |||||||||||
| 11.4 | |||||||||||
| 11.5 | |||||||||||
| 11.6 | Long-Term Debt and Net Debt | ||||||||||
| 11.7 | |||||||||||
| 11.8 | |||||||||||
| 12. | |||||||||||
| 12.1 | |||||||||||
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| 17. | |||||||||||
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | |||||
1. Basis of Presentation
This Management’s Discussion and Analysis (“MD&A”) provides a review of the results of operations, financial condition and cash flows for Alithya Group inc. for the three and nine months ended December 31, 2025. References to “Alithya”, the “Company”, the “Group”, “we”, “our” and “us” in this MD&A refer to Alithya Group inc. and its subsidiaries or any one or more of them, unless the context requires otherwise. This document should be read in conjunction with the information contained in the Company’s interim condensed consolidated financial statements and accompanying notes for the three and nine months ended December 31, 2025 and 2024 (the "Q3 Financial Statements"), as well as the audited consolidated financial statements and MD&A for the fiscal year ended March 31, 2025. These documents, as well as the Company's Annual Information Form, and additional information regarding the business of the Company, are available under the Company’s profile on the System for Electronic Document Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca and the Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) at www.sec.gov.
For reporting purposes, the Company prepared the Q3 Financial Statements in Canadian dollars in accordance with IAS 34 - Interim Financial Reporting of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Unless otherwise indicated, all dollar (“$”) amounts and references in this MD&A are in Canadian dollars and references to “US$” are in U.S. dollars. Variances, ratios and percentage changes in this MD&A are based on unrounded numbers.
This MD&A contains both IFRS and non-IFRS financial measures. See section 5 titled “Non-IFRS and Other Financial Measures”. Certain totals, subtotals and percentages may not reconcile due to numbers rounding. Not applicable (“N/A”) is used to indicate that the percentage change between the current and prior year figures is not meaningful or if the percentage change exceeds 1,000%.
Unless otherwise stated, in preparing this MD&A, the Company has considered information available up to February 12, 2026, the date the Company’s Board of Directors (“Board”) approved this MD&A and the Q3 Financial Statements.
2. Forward-Looking Statements
This MD&A contains statements that may constitute “forward-looking information” or "forward-looking statements" within the meaning of applicable Canadian securities laws and the U.S. Private Securities Litigation Reform Act of 1995 and other applicable U.S. safe harbours (collectively “forward-looking statements”). Statements that do not exclusively relate to historical facts, as well as statements relating to management’s expectations regarding the future growth, results of operations, performance and business prospects of Alithya, and other information related to Alithya’s business strategy and future plans or which refer to the characterizations of future events or circumstances represent forward-looking statements. Such statements often contain the words “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” “continue,” “potential,” “should,” “project,” “target,” and similar expressions and variations thereof, although not all forward-looking statements contain these identifying words.
Forward-looking statements in this MD&A include, among other things, information or statements about: (i) our ability to generate sufficient earnings to support our operations; (ii) our ability to take advantage of business opportunities and meet our goals set in our three-year strategic plan; (iii) our ability to maintain and develop our
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 2 | ||||
business, including by broadening the scope of our service offerings, by leveraging artificial intelligence ("AI"), our geographic presence and our smart shore capabilities, our expertise, and our integrated offerings, and by entering into new contracts and penetrating new markets; (iv) our strategy, future operations, and prospects, including our expectations regarding future revenue resulting from bookings and backlog and providing stakeholders with long-term growing return on investment; (v) our ability to service our debt and raise additional capital; (vi) our estimates regarding our financial performance, including our revenues, profitability, costs and expenses, gross margins, liquidity, capital resources, and capital expenditures; (vii) our ability to identify suitable acquisition targets and realize the expected synergies or cost savings relating to the integration of acquired entities, and (viii) our ability to balance, meet and exceed the needs of our stakeholders.
Forward-looking statements are presented for the sole purpose of assisting investors and others in understanding Alithya’s objectives, strategies and business outlook as well as its anticipated operating environment and may not be appropriate for other purposes. Although management believes the expectations reflected in Alithya’s forward-looking statements were reasonable as at the date they were made, forward-looking statements are based on the opinions, assumptions and estimates of management and, as such, are subject to a variety of risks and uncertainties and other factors, many of which are beyond Alithya’s control, and which could cause actual events or results to differ materially from those expressed or implied in such statements. Such risks and uncertainties include but are not limited to those discussed in the section titled “Risks and Uncertainties” of the MD&A for the year ended March 31, 2025, as well as in Alithya’s other materials made public, including documents filed with Canadian and U.S. securities regulatory authorities from time to time and which are available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. Additional risks and uncertainties not currently known to Alithya or that Alithya currently deems to be immaterial could also have a material adverse effect on its financial position, financial performance, cash flows, business or reputation.
Forward-looking statements contained in this MD&A are qualified by these cautionary statements and are made only as of the date of this MD&A. Alithya expressly disclaims any obligation to update or alter any forward-looking statements, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by applicable law. Investors are cautioned not to place undue reliance on forward-looking statements since actual results may vary materially from them.
3. Business Overview
Corporate Overview
With professionals in Canada, the U.S. and internationally, Alithya provides technology advisory services based on deep expertise in strategy and digital transformation. The Company guides and supports its clients in the pursuit of their business objectives, leveraging the latest innovations and delivery excellence in the application of digital technologies.
Alithya’s collective intelligence and expertise targets three main pillars: strategic consulting, enterprise transformation, and business enablement. With collaboration at the core of its business model, Alithya professionals identify optimal technology applications, including AI driven solutions, to deliver practical IT services and solutions to tackle complex business challenges for clients in the financial services, insurance, healthcare, manufacturing, government, energy, higher education, telecommunications, transportation and logistics, professional services, and other sectors. By developing industry-specific solutions and services
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 3 | ||||
deployable via a global delivery model for many of these industries, Alithya aims to address sector-specific business challenges and accelerate the value realization of clients’ technology investments.
Business Offerings
Alithya's expertise with respect to its main pillars, offered in each reportable segment, includes:
•Strategic Consulting: Alithya provides advisory services for digital strategy, organization performance, cybersecurity, enterprise architecture, and change management. Business outcomes in this area include refining business processes to reflect real-world scenarios; boosting systems security from cyberattacks; migrating critical applications and data to the cloud; understanding the optimal enterprise architecture approach; defining change management strategies; and facilitating project planning activities for software selections, strategic roadmaps, or agile/scrum delivery teams.
•Enterprise Transformation: Alithya has business transformation and enterprise applications implementation experience with enterprise resource planning (ERP), supply chain management (SCM), enterprise performance management (EPM), customer relationship management (CRM), and human capital management (HCM). Also, leveraging AI and machine learning technologies as a foundation, the Company provides transformational solutions and services for cloud infrastructure, custom applications development, legacy systems modernization, control/software engineering, data and analytics, and intelligent document processing. Alithya not only helps clients modernize enterprise applications through upgrades and the consolidation of multiple systems, but also helps to define overall technology ecosystems, to envision the use and impact of AI throughout an organization, and to build custom applications to address unique client needs.
•Business Enablement: Alithya offers ongoing paths to drive value through the provision of digital adoption and training, managed services, change enablement, and quality engineering. This practice area enables Alithya to move beyond advisory, implementations and project go-lives to provide ongoing value, including using AI to mine data for important insights for making faster, smarter business decisions; realizing a return on investment on digital projects by driving adoption and consumption of technology; helping clients to train and retain their workforce; bookending a change management strategy with a change enablement plan that converts visions into reality; and providing a routine, consistent way to test updates and fixes before deploying any new software products.
Competitive Environment
Digital systems and infrastructures have become indispensable strategic assets for businesses. These assets require continuous investment and increasingly serve as crucial drivers of growth and differentiation, especially in delivering customer focused solutions.
As a result, businesses increasingly seek solutions that support business processes and enable product and service customization. This imperative drives digital transformation efforts, pushing businesses to move beyond traditional IT systems toward adaptive, AI-enabled, and cloud-based digital technologies that offer agility, scalability, and innovation at speed.
As businesses’ technology spending continues to increase, digital technology firms such as Alithya are focused on delivering not just innovation, but measurable outcomes through industry specialization and AI-enabled
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 4 | ||||
business transformation. We are committed to helping clients modernize operations, enhance customer experience, and unlock new growth opportunities with the most effective digital solutions and services.
Alithya believes it is well positioned to respond to evolving client priorities. Alithya’s business model is built on a philosophy of focusing on our clients’ complex business challenges, offering industry-focused solutions that leverage AI technologies, and enabling clients to realize maximum benefits from their digital technology investments. Alithya positions itself as an agile trusted advisor and partner capable of delivering rapid results for its clients.
Alithya’s competitors in each of its operating and reportable segments include systems integration firms, application software companies, cloud computing service providers, large or traditional consulting firms, professional services groups of computer equipment companies, infrastructure management and outsourcing companies and boutique digital companies. In addition, Alithya competes with numerous smaller local companies in the various geographic markets in which it operates.
Alithya competes based on the following principal differentiating factors: vision and strategic advisory ability, digital services capabilities, performance and reliability, quality of technical support, training and services, global presence, responsiveness to client needs, reputation and experience, financial stability, strong corporate governance and competitive pricing of services.
Alithya also relies on the following measures to compete effectively: (a) investments to scale its services practice areas; (b) a well-developed recruiting, training and retention model; (c) a successful service delivery model; (d) intrapreneurial culture and approach; (e) a broad referral base; (f) continual investment in process improvement and knowledge capture; (g) investment in infrastructure and research and development; (h) continued focus on responsiveness to client needs, quality of services and competitive prices; and (i) project management capabilities and technical expertise.
4. Strategic Business Plan
Alithya is on a journey to be recognized as the trusted technology advisor of its clients. By the end of the fiscal year ending March 31, 2027, management believes that the achievement of its new scale and scope would allow it to leverage its industry knowledge, geographic presence and global delivery model, expertise, integrated offerings, and its position on the value chain to target higher value IT segments.
Alithya aligns its offerings with the most pressing challenges being experienced within the sectors that it services, and in its ability to continuously reinforce the building blocks of trusted relationships with its clients, its people, its investors, and its partners. To ensure that it remains innovative and relevant, Alithya strives to meet or exceed the expectations of its stakeholders, including optimizing employee experience, assisting its clients in achieving their missions, and creating greater value for its investors.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 5 | ||||
More specifically, Alithya has developed a three-year strategic plan, keeping in mind its stakeholders' interests, which focuses on:
•Increasing scale through organic growth and strategic acquisitions:
◦Organic Growth: Alithya aims to focus on profitable organic growth through innovation, higher-value offerings and client relationships based on trust.
◦Acquisitions: Alithya plans to acquire businesses to complement its current market presence as part of its North American and international expansion, while progressively adding major integrated enterprise solutions capabilities and selected specialized expertise, and increasing its smart shoring presence.
◦AI and IP Solutions: Alithya intends to increase the utilization of its AI and intellectual property solutions to accelerate operational efficiencies in our service delivery.
•Providing investors, partners and stakeholders with long-term growing return on investment:
◦Profitability: Alithya plans to increase its Adjusted EBITDA Margin(1).
◦Smart shoring centers: Alithya aims to increase the percentage of its services delivered from smart shoring centers accessing larger, cost-competitive talent pools.
(1) This is a non-IFRS financial measure. Refer to section 5 titled "Non-IFRS and Other Financial Measures" for an explanation of the composition and usefulness of this non-IFRS financial measure and to section 8.8 titled “EBITDA and Adjusted EBITDA” for a quantitative reconciliation to the most directly comparable IFRS measure.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 6 | ||||
5. Non-IFRS and Other Financial Measures
Alithya reports its financial results in accordance with IFRS. This MD&A includes certain non-IFRS and supplementary financial measures and ratios to assess Alithya's financial performance. These measures are provided as additional information to complement IFRS measures by providing further understanding of Alithya's results of operations from management's perspective. They do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. They should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with IFRS. They are used to provide investors with additional insight into Alithya's operating performance and thus highlight trends in Alithya's business that may not otherwise be apparent when relying solely on IFRS measures.
The non-IFRS measures used by Alithya are described below:
Adjusted Net Earnings and Adjusted Net Earnings per Share
“Adjusted Net Earnings” refers to net earnings (loss) before adjusting for amortization of intangibles, impairment of intangibles and goodwill, loss on disposal of property and equipment and right-of-use assets and loss on lease termination, share-based compensation, business acquisition, integration and reorganization costs, other non-recurring items, including severance consisting of termination and benefit costs for management personnel, and the income tax effects of these items.
“Adjusted Net Earnings per Share” is calculated by dividing Adjusted Net Earnings by the weighted average number of outstanding Class A Subordinate Voting Shares ("Subordinate Voting Shares") and Class B Multiple Voting Shares ("Multiple Voting Shares"), during the period.
Management believes that Adjusted Net Earnings and Adjusted Net Earnings per Share are useful measures for investors as they allow comparability of the financial performance of operating activities from one period to another, prior to taking into consideration non-cash items, business acquisition, integration and reorganization costs, and severance consisting of termination and benefit costs for management personnel, which can vary significantly from period to period. These measures provide an indication of the results generated by Alithya’s main business activities prior to taking into consideration the non-cash and other items listed above which have resulted primarily from acquisitions and their subsequent integrations. For a reconciliation of net earnings (loss) to Adjusted Net Earnings, see section 8.6 titled “Adjusted Net Earnings and Adjusted Net Earnings per Share”.
EBITDA and EBITDA Margin
“EBITDA” refers to net earnings (loss) before adjusting for income tax expense (recovery), net financial expenses, amortization of intangibles and depreciation of property and equipment and right-of-use assets.
“EBITDA Margin” refers to the percentage of total revenue that EBITDA represents for a given period.
Management believes that EBITDA and EBITDA Margin are useful measures for investors as they provide an indication of the results generated by Alithya’s main business activities prior to taking into consideration how those activities are financed and taxed and also prior to taking into consideration non-cash depreciation and amortization. For a reconciliation of net earnings (loss) to EBITDA, see section 8.8 titled “EBITDA and Adjusted EBITDA”.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 7 | ||||
Adjusted EBITDA and Adjusted EBITDA Margin
“Adjusted EBITDA” refers to net earnings (loss) before adjusting for income tax expense (recovery), net financial expenses, foreign exchange, amortization of intangibles, depreciation of property and equipment and right-of-use assets, impairment of intangibles and goodwill, loss on disposal of property and equipment and right-of-use assets and loss on lease termination, share-based compensation, business acquisition, integration and reorganization costs, and other non-recurring items, including severance consisting of termination and benefit costs for management personnel.
“Adjusted EBITDA Margin” refers to the percentage of total revenue that Adjusted EBITDA represents for a given period.
Management believes that Adjusted EBITDA and Adjusted EBITDA Margin are useful measures for investors as they allow comparability of the financial performance of operating activities from one period to another. These measures provide an indication of the results generated by Alithya’s main business activities prior to taking into consideration how those activities are financed and taxed and also prior to taking into consideration the non-cash and other items listed above. For a reconciliation of net earnings (loss) to Adjusted EBITDA, see section 8.8 titled “EBITDA and Adjusted EBITDA”.
Constant Dollar Revenue and Constant Dollar Growth
“Constant Dollar Revenue” is a measure of revenue and revenue by geographic location before foreign currency translation impacts. This measure is calculated by translating current period revenue and revenue by geographic location in local currency using the exchange rates in the equivalent period from the prior year.
“Constant Dollar Growth” is a measure of revenue growth and revenue growth by geographic location, expressed as a percentage, before foreign currency translation impacts. This measure is calculated by dividing Constant Dollar Revenue as described above with prior period revenue.
Management believes that Constant Dollar Revenue and Constant Dollar Growth are useful measures for investors as they allow revenue to be adjusted to exclude the impact of currency fluctuations to facilitate period-to-period comparisons of business performance. For a reconciliation of revenues to Constant Dollar Revenue by geographic location, see section 8.1 titled “Revenues”.
Net Debt
“Net Debt” refers to long-term debt, including the current portion, less cash. For the calculation of Net Debt, see section 11.6 titled “Long-Term Debt and Net Debt”. Management believes that Net Debt is a useful measure for investors as it provides an indication of the liquidity of the Company.
Other Financial Measures
The other financial measures used by Alithya are described below:
“Gross Margin as a Percentage of Revenues” is calculated by dividing gross margin by revenues.
“Selling, General and Administrative Expenses as a Percentage of Revenues” is calculated by dividing selling, general and administrative expenses by revenues.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 8 | ||||
“Bookings” refers to the amount of signed revenue agreements during the period, which includes new contracts, including those acquired subsequent to the closing date of acquisitions, as well as renewals, extensions and changes to existing contracts. Management believes information regarding bookings can provide useful trend insight to investors regarding changes in the volume of new business over time.
“Book-to-Bill Ratio” is calculated by dividing Bookings by revenues, for the same period. Management believes this measure allows for the monitoring of the Company’s backlog and offers useful insight to investors on how the business varies and evolves over time. This measure is best used over a long period as it could fluctuate significantly from one quarter to the other.
“Backlog” refers to the amount of future revenue stemming from signed revenue agreements, which includes new contracts, including those acquired through acquisitions, as well as renewals, extensions and changes to existing contracts, including reductions in contractual commitments and contract terminations, expressed as a number of months of trailing twelve-month revenue, as at a given date. Backlog differs from the IFRS definition of remaining performance obligations, as disclosed in the Company's consolidated financial statements, as backlog also includes time and materials arrangements in which contractual billings correspond with the value of the services provided to the client and contracts with original expected durations under one year. Management believes that backlog information can provide useful trend insight to investors regarding changes in management’s best estimate of future revenue stemming from signed revenue agreements.
“Days Sales Outstanding” (“DSO”) refers to the average number of days it takes for the Company to convert its accounts receivable and other receivables (net of sales taxes) and unbilled revenues, less deferred revenues, into cash. Management believes this measure provides useful insight to investors regarding the Company's liquidity.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 9 | ||||
6. Financial Highlights
| Results of Operations | For the three months ended December 31, | For the nine months ended December 31, | ||||||||||||||||||||||||
| (in $ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Revenues | 115,162 | 115,761 | 363,612 | 348,150 | ||||||||||||||||||||||
| Gross Margin | 36,514 | 37,385 | 119,087 | 110,043 | ||||||||||||||||||||||
Gross Margin as a Percentage of Revenues (1) | 31.7 | % | 32.3 | % | 32.8 | % | 31.6 | % | ||||||||||||||||||
Selling, General and Administrative Expenses | 28,460 | 28,814 | 90,329 | 86,342 | ||||||||||||||||||||||
Selling, General and Administrative Expenses as a Percentage of Revenues (1) | 24.7 | % | 24.9 | % | 24.8 | % | 24.8 | % | ||||||||||||||||||
| Net Earnings (Loss) | 676 | (3,716) | (30,100) | (6,748) | ||||||||||||||||||||||
| Basic and Diluted Earnings (Loss) per Share | 0.01 | (0.04) | (0.31) | (0.07) | ||||||||||||||||||||||
Adjusted Net Earnings (2) | 5,054 | 5,719 | 21,041 | 15,923 | ||||||||||||||||||||||
Adjusted Net Earnings per Share (2) | 0.05 | 0.06 | 0.21 | 0.17 | ||||||||||||||||||||||
Adjusted EBITDA (3) | 9,982 | 10,275 | 34,399 | 29,631 | ||||||||||||||||||||||
Adjusted EBITDA Margin (3) | 8.7 | % | 8.9 | % | 9.5 | % | 8.5 | % | ||||||||||||||||||
| Other | December 31, | March 31, | ||||||||||||
| (in $ thousands, except Backlog and DSO) | 2025 | 2025 | ||||||||||||
| $ | $ | |||||||||||||
| Total Assets | 373,953 | 425,980 | ||||||||||||
Non-Current Financial Liabilities (4) | 112,365 | 112,668 | ||||||||||||
Total Long-Term Debt | 114,809 | 109,919 | ||||||||||||
Net Debt (5) | 101,865 | 93,963 | ||||||||||||
Backlog (1) | 14 months | 16 months | ||||||||||||
DSO (1) | 59 days | 50 days | ||||||||||||
| Shares, Stock Options and Share Units as at | February 11, | |||||||
| 2026 | ||||||||
| Subordinate Voting Shares | 92,368,785 | |||||||
| Multiple Voting Shares | 7,326,880 | |||||||
Stock Options (6) | 3,045,892 | |||||||
| Deferred Share Units ("DSUs") | 1,762,817 | |||||||
| Restricted Share Units ("RSUs") | 3,191,310 | |||||||
| Performance Share Units ("PSUs") | 3,839,300 | |||||||
(2) This is a non-IFRS financial measure. Refer to section 5 titled "Non-IFRS and Other Financial Measures” for an explanation of the composition and usefulness of this non-IFRS financial measure and to section 8.6 titled “Adjusted Net Earnings and Adjusted Net Earnings per Share” for a quantitative reconciliation to the most directly comparable IFRS measure.
(3) This is a non-IFRS financial measure. Refer to section 5 titled "Non-IFRS and Other Financial Measures" for an explanation of the composition and usefulness of this non-IFRS financial measure and to section 8.8 titled “EBITDA and Adjusted EBITDA” for a quantitative reconciliation to the most directly comparable IFRS measure.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 10 | ||||
(4) Non-current financial liabilities include the long-term portion of the long-term debt, the long-term portion of lease liabilities, and the long-term portion of the contingent consideration. For an explanation of the variance, refer to section 11.6 titled "Long-Term Debt and Net Debt".
(5) This is a non-IFRS financial measure. Refer to 5 titled "Non-IFRS and Other Financial Measures" for an explanation of the composition and usefulness of this non-IFRS financial measure and to section 11.6 titled Long-Term Debt and Net Debt” for a quantitative reconciliation to the most directly comparable IFRS measure and an explanation of the variance.
(6) Includes 200,000 stock options to purchase Multiple Voting Shares.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 11 | ||||
For the three months ended December 31, 2025:
•Revenues decreased 0.5% to $115.2 million, compared to $115.8 million for the same quarter last year. 82.2% of revenues were generated from clients which we had in the same quarter last year.
•Gross margin decreased 2.4% to $36.5 million, compared to $37.4 million for the same quarter last year. Gross Margin as a Percentage of Revenues(1) decreased to 31.7%, compared to 32.3% for the same quarter last year.
•Net earnings increased to $0.7 million, or $0.01 per share, compared to a loss of $3.7 million, or a loss of $0.04 per share, for the same quarter last year.
•Adjusted Net Earnings(2) decreased by $0.6 million, or 11.6%, to $5.1 million, from $5.7 million for the same quarter last year. This translated into Adjusted Net Earnings per Share(2) of $0.05, compared to $0.06 for the same quarter last year.
•Adjusted EBITDA(3) decreased by $0.3 million, or 2.9%, to $10.0 million, for an Adjusted EBITDA Margin(3) of 8.7% of revenues, compared to $10.3 million, for an Adjusted EBITDA Margin of 8.9% of revenues, for the same quarter last year.
•Net cash from operating activities was $25.5 million, representing an increase of $13.8 million, compared to $11.7 million for the same quarter last year.
•Q3 Bookings(1) reached $130.9 million, which translated into a Book-to-Bill Ratio(1) of 1.14 for the quarter, compared to Bookings of $138.4 million and a Book-to-Bill Ratio of 1.20 for the same quarter last year. Backlog(1) represented approximately 14 months of trailing twelve-month revenues as at December 31, 2025.
(1) This is an other financial measure. Refer to section 5 titled "Non-IFRS and Other Financial Measures” for an explanation of the composition of this other financial measure.
(2) This is a non-IFRS financial measure. Refer to section 5 titled "Non-IFRS and Other Financial Measures” for an explanation of the composition and usefulness of this non-IFRS financial measure and to section 8.6 titled “Adjusted Net Earnings and Adjusted Net Earnings per Share” for a quantitative reconciliation to the most directly comparable IFRS measure.
(3) This is a non-IFRS financial measure. Refer to section 5 titled "Non-IFRS and Other Financial Measures" for an explanation of the composition and usefulness of this non-IFRS financial measure and to section 8.8 titled “EBITDA and Adjusted EBITDA” for a quantitative reconciliation to the most directly comparable IFRS measure.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 12 | ||||
7. Business Acquisition
eVerge
Overview
On May 31, 2025, the Company acquired all of the issued and outstanding shares of U.S.-based eVerge Interests, Inc. and its subsidiaries (“eVerge”) (the “eVerge Acquisition”), a group specialized in enterprise applications and transformation services. Management expects that eVerge’s expertise will complement its existing Oracle business, will increase its AI capabilities, and will reinforce it’s smart shoring capabilities.
The eVerge Acquisition was completed for total consideration of US$23,500,000 ($32,292,000), before working capital and other adjustments, all payable in cash.
The total purchase consideration, in the amount of US$20,640,000 ($28,363,000) once adjusted for working capital and other adjustments, consisted of: (i) US$7,557,000 ($10,385,000) paid in cash on closing; (ii) US$283,000 ($389,000) of final working capital adjustment (iii) US$580,000 ($797,000) of holdback, included in accounts payable and accrued liabilities; (iv) US$7,520,000 ($10,334,000) of balance of sale payable in two installments of US$3,760,000 ($5,167,000) on May 31st, 2026 and 2027 (each an "Anniversary Date"); and (v) potential earn-out consideration of US$4,700,000 ($6,458,000), payable in two installments (50% within 90 days of the first Anniversary Date and 50% on the second Anniversary Date).
The total earn-out consideration of US$4,700,000 ($6,458,000) is contingent upon the future financial performance of the acquired business over the 12-month period following the acquisition date. The contingent consideration included in the purchase consideration is classified as a financial liability recorded at fair value through profit and loss and comprised an undiscounted scenario-based weighted average expected payout amount. The contingent consideration liability is included in Level 3 of the fair value hierarchy and will be remeasured at fair value at each reporting date. The fair value was determined using a scenario-based method, under which the Company identifies multiple outcomes, probability-weights the contingent consideration payoff under each outcome, and discounts the result to arrive at the expected present value of the contingent consideration. At acquisition date, the discount rate used was 17.8%.
For the three and nine months ended December 31, 2025, the Company incurred acquisition-related costs pertaining to the eVerge Acquisition of approximately nil and $883,000, respectively. These costs have been recorded in the interim consolidated statement of operations in business acquisition, integration and reorganization costs.
Please refer to Note 3 of Alithya's Q3 Financial Statements for additional details regarding the eVerge Acquisition, all of which are hereby incorporated by reference.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 13 | ||||
8. Results of Operations
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| (in $ thousands, except for per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Revenues | 115,162 | 115,761 | 363,612 | 348,150 | ||||||||||||||||||||||
| Cost of revenues | 78,648 | 78,376 | 244,525 | 238,107 | ||||||||||||||||||||||
| Gross margin | 36,514 | 37,385 | 119,087 | 110,043 | ||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||
| Selling, general and administrative expenses | 28,460 | 28,814 | 90,329 | 86,342 | ||||||||||||||||||||||
| Business acquisition, integration and reorganization costs (recovery) | (372) | (1,244) | (2,210) | 88 | ||||||||||||||||||||||
| Depreciation | 668 | 1,168 | 2,711 | 3,365 | ||||||||||||||||||||||
| Amortization of intangibles | 4,125 | 4,810 | 14,397 | 14,089 | ||||||||||||||||||||||
| Impairment of goodwill and intangibles | — | 5,144 | 38,028 | 5,144 | ||||||||||||||||||||||
| Foreign exchange loss (gain) | 581 | (687) | 1,278 | (445) | ||||||||||||||||||||||
| 33,462 | 38,005 | 144,533 | 108,583 | |||||||||||||||||||||||
| Operating income (loss) | 3,052 | (620) | (25,446) | 1,460 | ||||||||||||||||||||||
| Net financial expenses | 2,339 | 2,372 | 7,305 | 6,246 | ||||||||||||||||||||||
| Earnings (loss) before income taxes | 713 | (2,992) | (32,751) | (4,786) | ||||||||||||||||||||||
| Income tax expense (recovery) | ||||||||||||||||||||||||||
| Current | 1,503 | 479 | 2,291 | 778 | ||||||||||||||||||||||
| Deferred | (1,466) | 245 | (4,942) | 1,184 | ||||||||||||||||||||||
| 37 | 724 | (2,651) | 1,962 | |||||||||||||||||||||||
| Net earnings (loss) | 676 | (3,716) | (30,100) | (6,748) | ||||||||||||||||||||||
| Basic and diluted earnings (loss) per share | 0.01 | (0.04) | (0.31) | (0.07) | ||||||||||||||||||||||
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 14 | ||||
8.1 Revenues
The following table reconciles Constant Dollar Revenue(1) to revenues by geographic location:
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||||||||||||||
| (in $ thousands, except for percentages) | 2025 | 2024 | % (2) | 2025 | 2024 | % (2) | ||||||||||||||||||||||||||||||||
| Total Alithya revenue as reported | 115,162 | 115,761 | (0.5) | % | 363,612 | 348,150 | 4.4 | % | ||||||||||||||||||||||||||||||
| Variation prior to foreign currency impact | (0.8) | % | 3.8 | % | ||||||||||||||||||||||||||||||||||
| Foreign currency impact | 0.3 | % | 0.6 | % | ||||||||||||||||||||||||||||||||||
| Variation over previous period | (0.5) | % | 4.4 | % | ||||||||||||||||||||||||||||||||||
| U.S. | ||||||||||||||||||||||||||||||||||||||
| Constant dollar revenue | 55,124 | 48,848 | 12.8 | % | 176,512 | 146,364 | 20.6 | % | ||||||||||||||||||||||||||||||
| Foreign currency impact | (171) | 1,042 | ||||||||||||||||||||||||||||||||||||
| U.S. revenue as reported | 54,953 | 48,848 | 12.5 | % | 177,554 | 146,364 | 21.3 | % | ||||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||||||||
| Constant dollar revenue | 54,024 | 61,695 | (12.4) | % | 168,873 | 186,472 | (9.4) | % | ||||||||||||||||||||||||||||||
| Foreign currency impact | — | — | ||||||||||||||||||||||||||||||||||||
| Canada revenue as reported | 54,024 | 61,695 | (12.4) | % | 168,873 | 186,472 | (9.4) | % | ||||||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||||||||||||||
| Constant dollar revenue | 5,687 | 5,218 | 9.0 | % | 15,976 | 15,314 | 4.3 | % | ||||||||||||||||||||||||||||||
| Foreign currency impact | 498 | 1,209 | ||||||||||||||||||||||||||||||||||||
| International revenue as reported | 6,185 | 5,218 | 18.5 | % | 17,185 | 15,314 | 12.2 | % | ||||||||||||||||||||||||||||||
(2) The percentages represent Constant Dollar Growth, which is a non-IFRS measure. See section 5 titled "Non-IFRS and Other Financial Measures” for an explanation of the composition and usefulness of this non-IFRS financial measure.
Revenues amounted to $115.2 million for the three months ended December 31, 2025, representing a decrease of $0.6 million, or 0.5%, from $115.8 million for the three months ended December 31, 2024.
U.S. revenues increased by $6.2 million, or 12.7%, to $55.0 million for the three months ended December 31, 2025, from $48.8 million for the three months ended December 31, 2024, due primarily to revenues from the eVerge Acquisition and organic growth in enterprise transformation services, partially offset by an unfavorable US$ exchange rate impact of $0.2 million between the two periods.
Revenues in Canada decreased by $7.7 million, or 12.5%, to $54.0 million for the three months ended December 31, 2025, from $61.7 million for the three months ended December 31, 2024. The decrease in revenues was due primarily to reduced revenues from government contracts and certain client projects reaching maturity, partially offset by revenues from the acquisition of XRM Vision Inc. and its subsidiaries on December 1, 2024 (the “XRM Acquisition”, “XRM Vision”).
International revenues increased by $1.0 million, or 19.2%, to $6.2 million for the three months ended December 31, 2025, from $5.2 million for the three months ended December 31, 2024. The increase in revenues was primarily due to organic growth in enterprise transformation services and a favorable foreign exchange rate impact of $0.5 million between the two periods.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 15 | ||||
Revenues amounted to $363.6 million for the nine months ended December 31, 2025, representing an increase of $15.4 million, or 4.4%, from $348.2 million for the nine months ended December 31, 2024.
U.S. revenues increased by $31.2 million, or 21.3%, to $177.6 million for the nine months ended December 31, 2025, from $146.4 million for the nine months ended December 31, 2024, due primarily to revenues from eVerge since its acquisition on May 31, 2025, organic growth in enterprise transformation services, increased revenues from business enablement services, higher billing rates, and a favorable US$ exchange rate impact of $1.0 million between the two periods.
Revenues in Canada decreased by $17.6 million, or 9.4%, to $168.9 million for the nine months ended December 31, 2025, from $186.5 million for the nine months ended December 31, 2024. The decrease in revenues was due primarily to certain client projects reaching maturity and a reduction in revenues from government contracts, partially offset by increased revenues from projects in the banking sector and revenues from XRM Vision.
International revenues increased by $1.9 million, or 12.4%, to $17.2 million for the nine months ended December 31, 2025, from $15.3 million for the nine months ended December 31, 2024. The increase in revenues was primarily due to organic growth in enterprise transformation services and a favorable foreign exchange rate impact of $1.2 million between the two periods.
8.2 Gross Margin
Gross margin decreased by $0.9 million, or 2.4%, to $36.5 million for the three months ended December 31, 2025, from $37.4 million for the three months ended December 31, 2024. Gross margin as a percentage of revenues decreased to 31.7% for the three months ended December 31, 2025, from 32.3% for the three months ended December 31, 2024.
In the U.S., gross margin as a percentage of revenues decreased compared to the same quarter last year, primarily due to decreased utilization rates, partially offset by the increased use of our smart shoring capabilities and a proportionally larger increase in the use of permanent employees compared to subcontractors.
In Canada, gross margin as a percentage of revenues increased compared to the same quarter last year, mainly due to a proportionally larger decrease in the use of subcontractors compared to permanent employees, a positive margin contribution from XRM Vision, and a reduction in revenues from lower gross margin clients in favor of higher-value offerings, partially offset by a slight decrease in utilization rates.
International gross margin as a percentage of revenues decreased compared to the same quarter last year, mainly due to one client project coming to maturity, which historically had a higher gross margin.
Gross margin increased by $9.1 million, or 8.3%, to $119.1 million for the nine months ended December 31, 2025, from $110.0 million for the nine months ended December 31, 2024. Gross margin as a percentage of revenues increased to 32.8% for the nine months ended December 31, 2025, from 31.6% for the nine months ended December 31, 2024.
In the U.S., gross margin as a percentage of revenues increased for the nine months ended December 31, 2025, compared to the same period last year, due to the increased use of our smart shoring capabilities, higher hourly billing rates, and higher utilization rates.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 16 | ||||
In Canada, gross margin as a percentage of revenues increased slightly for the nine months ended December 31, 2025, compared to the same period last year, mainly due to a positive margin contribution from XRM Vision and a reduction in revenues from lower gross margin clients in favor of higher-value offerings, partially offset by a slight decrease in utilization rates and tax credits.
International gross margin as a percentage of revenues decreased for the nine months ended December 31, 2025, compared to the same period last year, mainly due to one client project coming to maturity, which historically had a higher gross margin.
8.3 Operating Expenses
8.3.1 Selling, General and Administrative Expenses
Selling, general and administrative expenses include salary, wages and other benefits for selling and administrative employees, occupancy costs, information technology and communications costs, share-based compensation, professional fees, public listing and investor fees, and other administrative expenses.
Selling, general and administrative expenses totaled $28.5 million for the three months ended December 31, 2025, representing a decrease of $0.3 million, or 1.0%, from $28.8 million for the three months ended December 31, 2024, despite including an increase of $2.6 million of expenses related to XRM Vision and eVerge. Selling, general and administrative expenses as a percentage of revenues amounted to 24.7% for the three months ended December 31, 2025, compared to 24.9% for the same period last year. The decrease in selling, general and administrative expenses was mainly due to decreased employee compensation costs, mainly stemming from variable compensation, and decreased information technology and communications costs, partially offset by expenses from XRM Vision and eVerge, increased occupancy costs, and increased professional fees.
U.S. expenses increased by $0.1 million, or 0.8%, to $13.0 million for the three months ended December 31, 2025, from $12.9 million for the three months ended December 31, 2024, due primarily to $2.0 million of expenses from eVerge and increased business development costs, partially offset by decreased employee compensation costs, resulting mainly from variable compensation, decreased share-based compensation, and decreased information technology and communications costs.
In Canada, expenses decreased by $0.3 million, or 2.0%, to $14.6 million for the three months ended December 31, 2025, from $14.9 million for the three months ended December 31, 2024, due primarily to decreased employee compensation costs, resulting mainly from variable compensation, and decreased recruiting and training fees, partially offset by an increase of $0.6 million of expenses from a full quarter of XRM Vision, and increased occupancy costs, professional fees, and share-based compensation.
International expenses decreased by $0.1 million, or 10.0%, to $0.9 million for the three months ended December 31, 2025, from $1.0 million for the three months ended December 31, 2024, mainly due to a decrease in professional fees.
Selling, general and administrative expenses totaled $90.3 million for the nine months ended December 31, 2025, representing an increase of $4.0 million, or 4.6%, from $86.3 million for the nine months ended December 31, 2024, due to an increase of $7.0 million of expenses from XRM Vision and eVerge, since
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 17 | ||||
its acquisition on May 31, 2025. Selling, general and administrative expenses as a percentage of revenues amounted to 24.8% for the nine months ended December 31, 2025 and 2024. The increase in selling, general and administrative expenses was driven mainly by expenses from XRM Vision and eVerge, since its acquisition on May 31, 2025, and increased professional fees and share-based compensation, partially offset by a decrease in employee compensation costs, resulting primarily from $1.5 million of severance consisting of termination and benefit costs for management personnel in the first quarter of last fiscal year, and decreased information technology and communications costs, business development costs, and travel costs.
U.S. expenses increased by $0.5 million, or 1.3%, to $39.9 million for the nine months ended December 31, 2025, from $39.4 million for the nine months ended December 31, 2024, due primarily to $4.4 million of expenses from eVerge, since its acquisition on May 31, 2025, and increased share-based compensation, partially offset by decreased employee compensation costs, including severance consisting of termination and benefit costs for management personnel in the first quarter of last fiscal year, and decreased information technology and communications costs. The increased expenses include an unfavorable US$ exchange rate impact of $0.2 million.
Expenses in Canada increased by $3.5 million, or 8.0%, to $47.4 million for the nine months ended December 31, 2025, from $43.9 million for the nine months ended December 31, 2024, due primarily to $2.6 million of expenses from XRM Vision, and increased professional fees, occupancy costs, and share-based compensation, partially offset by decreased employee compensation costs, resulting primarily from severance consisting of termination and benefit costs for management personnel in the first quarter of last fiscal year, and decreased insurance costs, business development costs, and travel costs.
International expenses amounted to $3.0 million for the nine months ended December 31, 2025 and 2024.
8.3.2 Share-Based Compensation
Share-based compensation is included in cost of revenues and selling, general and administrative expenses and is detailed in the table below:
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| (in $ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Stock options | 15 | 66 | 65 | 135 | ||||||||||||||||||||||
| Share purchase plan – employer contribution | 338 | 329 | 1,008 | 1,016 | ||||||||||||||||||||||
| Share-based compensation granted on business acquisitions | 289 | 391 | 1,217 | 964 | ||||||||||||||||||||||
| DSUs | 171 | 182 | 562 | 546 | ||||||||||||||||||||||
| RSUs | 418 | 290 | 1,400 | 850 | ||||||||||||||||||||||
| PSUs | 424 | 446 | 1,079 | 917 | ||||||||||||||||||||||
| 1,655 | 1,704 | 5,331 | 4,428 | |||||||||||||||||||||||
Share-based compensation amounted to $1.7 million for the three months ended December 31, 2025 and 2024. The increased expense related to RSUs was offset by the decrease in share-based compensation granted on the XRM Acquisition.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 18 | ||||
Share-based compensation amounted to $5.3 million for the nine months ended December 31, 2025, representing an increase of $0.9 million, from $4.4 million for the nine months ended December 31, 2024. The increase in share-based compensation was driven primarily by increased share-based compensation granted on the XRM Acquisition and increased expenses related to RSUs and PSUs.
8.3.3 Business Acquisition, Integration and Reorganization Costs (Recovery)
Business acquisition, integration and reorganization costs recovery amounted to $0.4 million for the three months ended December 31, 2025, representing a decrease of $0.8 million, from $1.2 million for the three months ended December 31, 2024. The decreased recovery was driven primarily by a $2.7 million decrease in contingent consideration recovery related to the earn-out consideration from the acquisition of Datum Consulting Group, LLC and its international affiliates (the "Datum Acquisition", "Datum") adjusted in the same quarter last year, partially offset by a $0.9 million increase in change in fair value of contingent consideration related to the XRM Acquisition as a result of changes in estimates of profitability targets, and a decrease of $1.0 million in acquisition costs related to the XRM Acquisition in the same quarter last year.
Business acquisition, integration and reorganization costs recovery amounted to $2.2 million for the nine months ended December 31, 2025, representing a change of $2.3 million, from a cost of $0.1 million for the nine months ended December 31, 2024. The increase in recovery was driven primarily by a $5.4 million gain from a change in fair value of contingent consideration related to the XRM Acquisition as a result of changes in estimates of profitability targets, net of a $0.3 million loss from a change in fair value of the contingent consideration related to the eVerge Acquisition, partially offset by a $2.7 million decrease in contingent consideration recovery related to the earn-out consideration from the Datum Acquisition adjusted in the last fiscal year.
8.3.4 Depreciation
Depreciation totaled $0.7 million for the three months ended December 31, 2025, compared to $1.2 million for the three months ended December 31, 2024. These costs consisted primarily of depreciation of Alithya’s property and equipment, which decreased by $0.3 million, and depreciation of right-of-use assets, which decreased by $0.2 million.
Depreciation totaled $2.7 million for the nine months ended December 31, 2025, compared to $3.4 million for the nine months ended December 31, 2024. These costs consisted primarily of depreciation of Alithya’s property and equipment, which decreased by $0.3 million, and depreciation of right-of-use assets, which decreased by $0.3 million.
8.3.5 Amortization of Intangibles
Amortization of intangibles totaled $4.1 million for the three months ended December 31, 2025, compared to $4.8 million for the three months ended December 31, 2024. These costs consisted of amortization of non-compete agreements and software, which decreased as certain intangibles were fully amortized compared to the same quarter last year, partially offset by amortization of customer relationships recognized on acquisitions, which increased by $0.5 million following the eVerge and XRM Vision acquisitions.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 19 | ||||
Amortization of intangibles totaled $14.4 million for the nine months ended December 31, 2025, compared to $14.1 million for the nine months ended December 31, 2024. These costs consisted primarily of amortization of customer relationships recognized on acquisitions, which increased by $3.0 million following the XRM Vision and eVerge acquisitions, partially offset by decreased amortization of software and non-compete agreements, as certain intangibles were fully amortized compared to the same period last year.
8.3.6 Impairment of Goodwill and Intangibles
An impairment loss of $38.0 million was recognized during the nine months ended December 31, 2025 on goodwill from the Canada and Industry Solutions cash-generating units ("CGU"). This resulted in an impairment loss on goodwill of $26.5 million for the Canada CGU and $9.7 million for the Industry Solutions CGU and in an impairment of intangibles of $1.8 million for the Industry Solutions CGU.
The carrying amounts of the Company's goodwill are reviewed for impairment when events or changes in circumstances indicate that the carrying value may be impaired. At each reporting date, the Company assesses whether there is any indication of impairment. During the three months ended September 30, 2025, management concluded that profitability targets not being achieved for the Canada and Industry Solutions CGUs constituted an indication of impairment.
For more details on impairment testing of goodwill, refer to Note 5 of the Q3 Financial Statements.
8.3.7 Foreign Exchange Loss (Gain)
Foreign exchange loss amounted to $0.6 million for the three months ended December 31, 2025, compared to a gain of $0.7 million for the three months ended December 31, 2024.
Foreign exchange loss amounted to $1.3 million for the nine months ended December 31, 2025, compared to a gain of $0.4 million for the nine months ended December 31, 2024.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 20 | ||||
8.4 Other Income and Expenses
8.4.1 Net Financial Expenses
Net financial expenses are summarized in the table below:
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| (in $ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Interest on long-term debt | 1,912 | 2,002 | 5,519 | 5,454 | ||||||||||||||||||||||
| Interest on lease liabilities | 80 | 118 | 266 | 355 | ||||||||||||||||||||||
| Amortization of finance costs | 38 | 55 | 152 | 187 | ||||||||||||||||||||||
| Interest accretion on balances of purchase price payable | 320 | 117 | 908 | 249 | ||||||||||||||||||||||
| Financing fees | 208 | 155 | 810 | 338 | ||||||||||||||||||||||
| Interest income | (219) | (75) | (350) | (337) | ||||||||||||||||||||||
| 2,339 | 2,372 | 7,305 | 6,246 | |||||||||||||||||||||||
Net financial expenses amounted to $2.3 million for the three months ended December 31, 2025, representing a decrease of $0.1 million, or 1.4%, from $2.4 million for the three months ended December 31, 2024, driven mainly by increased interest income and decreased interest on long-term debt, partially offset by increased interest accretion on balances of purchase price payable, mainly from the XRM Vision and eVerge acquisitions.
Net financial expenses amounted to $7.3 million for the nine months ended December 31, 2025, representing an increase of $1.1 million, or 16.9%, from $6.2 million for the nine months ended December 31, 2024, driven mainly by increased interest accretion on balances of purchase price payable, mainly from the XRM Vision and eVerge acquisitions, and increased financing fees, partially offset by decreased interest on lease liabilities.
8.4.2 Income Taxes
Income tax expense amounted to $0.04 million for the three months ended December 31, 2025, representing a decrease of $0.7 million, from $0.7 million for the three months ended December 31, 2024. The decrease in income tax expense resulted from the recognition of deferred tax assets related to losses in certain entities, partially offset by an increase in current income tax expense resulting from increased taxable income in certain jurisdictions. Certain entities of the Group, with a history of losses, do not recognize deferred tax assets related to their losses in the current and prior periods.
Income tax recovery amounted to $2.7 million for the nine months ended December 31, 2025, representing a change of $4.7 million, from an expense of $2.0 million for the nine months ended December 31, 2024. The increase in income tax recovery resulted from the recognition of deferred tax assets related to losses in certain entities that met the criteria for recognition during the period and the recognition of a deferred tax asset, related to previous years' net operating losses of the Company that were previously not recognized, in the amount of $1.8 million, probable of being realized as a result of the deferred tax liability pursuant to the eVerge Acquisition. The increase was partially offset by an increase in current income tax expense resulting from increased taxable income in certain jurisdictions. Certain entities of the Group, with a history of losses, do not recognize deferred tax assets related to their losses in the current and prior periods.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 21 | ||||
8.5 Net Earnings (Loss) and Earnings (Loss) per Share
Net earnings for the three months ended December 31, 2025 were $0.7 million, representing an increase of $4.4 million, from a net loss of $3.7 million for the three months ended December 31, 2024. The increase was due primarily to the decreased impairment of goodwill and intangibles, decreased selling, general and administrative expenses, despite additional expenses related to XRM Vision and eVerge, decreased depreciation and amortization of intangibles, and decreased income tax expense, partially offset by decreased gross margin, due to decreased utilization rates, decreased business acquisition, integration and reorganization costs recovery, and increased foreign exchange loss for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. On a per share basis, this translated into basic and diluted earnings per share of $0.01 for the three months ended December 31, 2025, compared to a loss of $0.04 per share for the three months ended December 31, 2024.
Net loss for the nine months ended December 31, 2025 was $30.1 million, representing an increase of $23.4 million, from $6.7 million for the nine months ended December 31, 2024. The increased loss was driven by the $38.0 million impairment of goodwill and intangibles, increased selling, general and administrative expenses, due to an increase of $7.0 million of expenses related to XRM Vision and eVerge, increased foreign exchange loss, and increased net financial expenses, partially offset by increased gross margin, driven by higher revenues and positive contributions from the acquisitions of XRM Vision and eVerge, increased business acquisition, integration and reorganization costs recovery, resulting primarily from a $5.4 million gain from a change in fair value of contingent consideration related to the XRM Acquisition, and increased income tax recovery for the nine months ended December 31, 2025, compared to the nine months ended December 31, 2024. On a per share basis, this translated into a basic and diluted loss per share of $0.31 for the nine months ended December 31, 2025, compared to $0.07 per share for the nine months ended December 31, 2024.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 22 | ||||
8.6 Adjusted Net Earnings and Adjusted Net Earnings per Share
The following table reconciles net earnings (loss) to Adjusted Net Earnings:
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| (in $ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Net earnings (loss) | 676 | (3,716) | (30,100) | (6,748) | ||||||||||||||||||||||
| Business acquisition, integration and reorganization costs (recovery) | (372) | (1,244) | (2,210) | 88 | ||||||||||||||||||||||
| Amortization of intangibles | 4,125 | 4,810 | 14,397 | 14,089 | ||||||||||||||||||||||
| Share-based compensation | 1,655 | 1,704 | 5,331 | 4,428 | ||||||||||||||||||||||
| Impairment of goodwill and intangibles | — | 5,144 | 38,028 | 5,144 | ||||||||||||||||||||||
| Loss on disposal of property and equipment and right-of-use assets and loss on lease termination | 273 | — | 310 | — | ||||||||||||||||||||||
| Severance | — | — | — | 1,502 | ||||||||||||||||||||||
| Income tax related to deferred tax asset recognized on purchase price allocation | 128 | — | (1,820) | — | ||||||||||||||||||||||
| Effect of income tax related to above items | (1,431) | (979) | (2,895) | (2,580) | ||||||||||||||||||||||
Adjusted Net Earnings (1) | 5,054 | 5,719 | 21,041 | 15,923 | ||||||||||||||||||||||
| Basic and diluted earnings (loss) per share | 0.01 | (0.04) | (0.31) | (0.07) | ||||||||||||||||||||||
Adjusted Net Earnings per Share (1) | 0.05 | 0.06 | 0.21 | 0.17 | ||||||||||||||||||||||
Adjusted Net Earnings amounted to $5.1 million for the three months ended December 31, 2025, representing a decrease of $0.6 million, or 11.6%, from $5.7 million for the three months ended December 31, 2024. As explained above, the decrease was primarily due to decreased gross margin, due to decreased utilization rates, and increased foreign exchange loss, partially offset by decreased selling, general and administrative expenses, despite additional expenses related to XRM Vision and eVerge, decreased depreciation, and decreased income tax expense for the three months ended December 31, 2025, compared to the three months ended December 31, 2024. This translated into Adjusted Net Earnings per Share of $0.05 for the three months ended December 31, 2025, compared to $0.06 for the three months ended December 31, 2024.
Adjusted Net Earnings amounted to $21.0 million for the nine months ended December 31, 2025, representing an increase of $5.1 million, or 32.1%, from $15.9 million for the nine months ended December 31, 2024. As explained above, the increase was primarily due to increased gross margin, driven by higher revenues and positive contributions from the acquisitions of XRM Vision and eVerge and increased income tax recovery, excluding the recovery related to the eVerge purchase price allocation, partially offset by increased selling, general and administrative expenses, due to an increase of $7.0 million of expenses related to XRM Vision and eVerge, increased foreign exchange loss, and increased net financial expenses. This translated into Adjusted Net Earnings per Share of $0.21 for the nine months ended December 31, 2025, compared to $0.17 for the nine months ended December 31, 2024.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 23 | ||||
8.7 Segment Reporting
Operating income by segment refers to operating income before head office general and administrative expenses, business acquisition, integration and reorganization costs (recovery), depreciation and amortization, foreign exchange loss (gain) and impairment of goodwill and intangibles, which are not considered when assessing the underlying financial performance of the reportable segments as they are not directly related to the segment’s operations. Head office general and administrative expenses are expenses and salaries related to centralized functions, such as global finance, legal, human capital, and technology teams, which are not allocated to segments.
The following tables present the Company's operations based on reportable segments:
| For the three months ended December 31, 2025 | ||||||||||||||||||||||||||
| (in $ thousands) | U.S. | Canada | International | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Revenues | 54,953 | 54,024 | 6,185 | 115,162 | ||||||||||||||||||||||
| Cost of revenues and operating expenses | ||||||||||||||||||||||||||
| Employee compensation and subcontractor costs | 42,591 | 44,460 | 4,951 | 92,002 | ||||||||||||||||||||||
| Tax credits | — | (1,432) | — | (1,432) | ||||||||||||||||||||||
| Licenses and telecommunication | 2,050 | 1,100 | 162 | 3,312 | ||||||||||||||||||||||
| Other expenses | 1,817 | 1,406 | 244 | 3,467 | ||||||||||||||||||||||
| 46,458 | 45,534 | 5,357 | 97,349 | |||||||||||||||||||||||
| Operating income by segment | 8,495 | 8,490 | 828 | 17,813 | ||||||||||||||||||||||
| Head office general and administrative expenses | 9,759 | |||||||||||||||||||||||||
Business acquisition, integration and reorganization costs recovery (a) | (372) | |||||||||||||||||||||||||
| Foreign exchange loss | 581 | |||||||||||||||||||||||||
| Operating income before depreciation and amortization | 7,845 | |||||||||||||||||||||||||
| Depreciation and amortization | 4,793 | |||||||||||||||||||||||||
| Operating income | 3,052 | |||||||||||||||||||||||||
(a) The change in fair value of the contingent consideration, representing a gain of $914,000 included in business acquisition, integration and reorganization costs recovery, relates to the Canada segment.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 24 | ||||
| For the three months ended December 31, 2024 | ||||||||||||||||||||||||||
| (in $ thousands) | U.S. | Canada | International | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Revenues | 48,848 | 61,695 | 5,218 | 115,761 | ||||||||||||||||||||||
| Cost of revenues and operating expenses | ||||||||||||||||||||||||||
| Employee compensation and subcontractor costs | 36,409 | 52,576 | 4,216 | 93,201 | ||||||||||||||||||||||
| Tax credits | — | (1,795) | — | (1,795) | ||||||||||||||||||||||
| Licenses and telecommunication | 1,445 | 813 | 110 | 2,368 | ||||||||||||||||||||||
| Other expenses | 1,499 | 1,272 | 223 | 2,994 | ||||||||||||||||||||||
| 39,353 | 52,866 | 4,549 | 96,768 | |||||||||||||||||||||||
| Operating income by segment | 9,495 | 8,829 | 669 | 18,993 | ||||||||||||||||||||||
| Head office general and administrative expenses | 10,422 | |||||||||||||||||||||||||
Business acquisition, integration and reorganization costs recovery (a) | (1,244) | |||||||||||||||||||||||||
| Foreign exchange gain | (687) | |||||||||||||||||||||||||
| Operating income before depreciation, amortization and impairment | 10,502 | |||||||||||||||||||||||||
| Depreciation and amortization | 5,978 | |||||||||||||||||||||||||
Impairment of goodwill (a) | 5,144 | |||||||||||||||||||||||||
| Operating loss | (620) | |||||||||||||||||||||||||
| For the nine months ended December 31, 2025 | ||||||||||||||||||||||||||
| (in $ thousands) | U.S. | Canada | International | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Revenues | 177,554 | 168,873 | 17,185 | 363,612 | ||||||||||||||||||||||
| Cost of revenues and operating expenses | ||||||||||||||||||||||||||
| Employee compensation and subcontractor costs | 130,419 | 144,383 | 14,511 | 289,313 | ||||||||||||||||||||||
| Tax credits | — | (4,406) | (86) | (4,492) | ||||||||||||||||||||||
| Licenses and telecommunication | 5,464 | 3,127 | 512 | 9,103 | ||||||||||||||||||||||
| Other expenses | 5,133 | 3,767 | 699 | 9,599 | ||||||||||||||||||||||
| 141,016 | 146,871 | 15,636 | 303,523 | |||||||||||||||||||||||
| Operating income by segment | 36,538 | 22,002 | 1,549 | 60,089 | ||||||||||||||||||||||
| Head office general and administrative expenses | 31,331 | |||||||||||||||||||||||||
Business acquisition, integration and reorganization costs recovery (a) | (2,210) | |||||||||||||||||||||||||
| Foreign exchange loss | 1,278 | |||||||||||||||||||||||||
| Operating income before depreciation, amortization and impairment | 29,690 | |||||||||||||||||||||||||
| Depreciation and amortization | 17,108 | |||||||||||||||||||||||||
Impairment of goodwill and intangibles (b) | 38,028 | |||||||||||||||||||||||||
| Operating loss | (25,446) | |||||||||||||||||||||||||
(b) Impairment of goodwill in the amount of $26,500,000 relates to the Canada segment and impairment of goodwill and intangibles in the amount of $9,723,000 and $1,805,000, respectively, relate to the U.S. segment.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 25 | ||||
| For the nine months ended December 31, 2024 | ||||||||||||||||||||||||||
| (in $ thousands) | U.S. | Canada | International | Total | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Revenues | 146,364 | 186,472 | 15,314 | 348,150 | ||||||||||||||||||||||
| Cost of revenues and operating expenses | ||||||||||||||||||||||||||
| Employee compensation and subcontractor costs | 111,194 | 158,682 | 13,035 | 282,911 | ||||||||||||||||||||||
| Tax credits | — | (5,669) | (15) | (5,684) | ||||||||||||||||||||||
| Licenses and telecommunication | 4,407 | 2,472 | 313 | 7,192 | ||||||||||||||||||||||
| Other expenses | 4,893 | 3,591 | 676 | 9,160 | ||||||||||||||||||||||
| 120,494 | 159,076 | 14,009 | 293,579 | |||||||||||||||||||||||
| Operating income by segment | 25,870 | 27,396 | 1,305 | 54,571 | ||||||||||||||||||||||
| Head office general and administrative expenses | 30,870 | |||||||||||||||||||||||||
Business acquisition, integration and reorganization costs (a) | 88 | |||||||||||||||||||||||||
| Foreign exchange gain | (445) | |||||||||||||||||||||||||
| Operating income before depreciation, amortization and impairment | 24,058 | |||||||||||||||||||||||||
| Depreciation and amortization | 17,454 | |||||||||||||||||||||||||
Impairment of goodwill (a) | 5,144 | |||||||||||||||||||||||||
| Operating income | 1,460 | |||||||||||||||||||||||||
For a discussion of revenue variances by segment, refer to section 8.1 titled “Revenues”.
Operating income by segment in the U.S. decreased by $1.0 million, or 10.5%, to $8.5 million for the three months ended December 31, 2025, from $9.5 million for the three months ended December 31, 2024, primarily due to increased employee compensation and subcontractor costs and increased licenses and telecommunication costs, partially offset by increased revenues and a positive margin contribution from eVerge.
Operating income by segment in Canada decreased by $0.3 million, or 3.8%, to $8.5 million for the three months ended December 31, 2025, from $8.8 million for the three months ended December 31, 2024, due to decreased revenues and tax credits, partially offset by decreased employee compensation and subcontractor costs and a positive margin contribution from XRM Vision.
Operating income for the international segment increased by $0.1 million, or 23.8% to $0.8 million for the three months ended December 31, 2025, from $0.7 million for the three months ended December 31, 2024, primarily due to increased revenues, partially offset by increased employee compensation and subcontractor costs.
Operating income by segment in the U.S. increased by $10.6 million, or 41.2%, to $36.5 million for the nine months ended December 31, 2025, from $25.9 million for the nine months ended December 31, 2024, primarily due to increased revenues and a positive margin contribution from eVerge since its acquisition on May 31, 2025, partially offset by increased employee compensation and subcontractor costs and increased licenses and telecommunication costs.
Operating income by segment in Canada decreased by $5.4 million, or 19.7%, to $22.0 million for the nine months ended December 31, 2025, from $27.4 million for the nine months ended December 31, 2024, primarily
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 26 | ||||
due to decreased revenues and tax credits, partially offset by decreased employee compensation and subcontractor costs and a positive margin contribution from XRM Vision.
Operating income for the international segment increased by $0.2 million, or 18.7%, to $1.5 million for the nine months ended December 31, 2025, from $1.3 million for the nine months ended December 31, 2024, primarily due to increased revenues and tax credits, partially offset by increased employee compensation and subcontractor costs and licenses and telecommunication costs.
8.8 EBITDA and Adjusted EBITDA
The following table reconciles net earnings (loss) to EBITDA and Adjusted EBITDA:
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| (in $ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Revenues | 115,162 | 115,761 | 363,612 | 348,150 | ||||||||||||||||||||||
| Net earnings (loss) | 676 | (3,716) | (30,100) | (6,748) | ||||||||||||||||||||||
| Net financial expenses | 2,339 | 2,372 | 7,305 | 6,246 | ||||||||||||||||||||||
| Income tax expense (recovery) | 37 | 724 | (2,651) | 1,962 | ||||||||||||||||||||||
| Depreciation | 668 | 1,168 | 2,711 | 3,365 | ||||||||||||||||||||||
| Amortization of intangibles | 4,125 | 4,810 | 14,397 | 14,089 | ||||||||||||||||||||||
EBITDA (1) | 7,845 | 5,358 | (8,338) | 18,914 | ||||||||||||||||||||||
EBITDA Margin (1) | 6.8 | % | 4.6 | % | (2.3) | % | 5.4 | % | ||||||||||||||||||
| Adjusted for: | ||||||||||||||||||||||||||
| Foreign exchange loss (gain) | 581 | (687) | 1,278 | (445) | ||||||||||||||||||||||
| Share-based compensation | 1,655 | 1,704 | 5,331 | 4,428 | ||||||||||||||||||||||
| Business acquisition, integration and reorganization costs (recovery) | (372) | (1,244) | (2,210) | 88 | ||||||||||||||||||||||
| Impairment of goodwill and intangibles | — | 5,144 | 38,028 | 5,144 | ||||||||||||||||||||||
| Loss on disposal of property and equipment, intangible and lease modification | 273 | — | 310 | — | ||||||||||||||||||||||
| Severance | — | — | — | 1,502 | ||||||||||||||||||||||
Adjusted EBITDA (1) | 9,982 | 10,275 | 34,399 | 29,631 | ||||||||||||||||||||||
Adjusted EBITDA Margin (1) | 8.7 | % | 8.9 | % | 9.5 | % | 8.5 | % | ||||||||||||||||||
(1) Non-IFRS measure. See section 5 titled "Non-IFRS and Other Financial Measures” for an explanation of the composition and usefulness of this non-IFRS financial measure.
EBITDA amounted to $7.8 million for the three months ended December 31, 2025, representing an increase of $2.4 million, from $5.4 million for the three months ended December 31, 2024. EBITDA Margin was equal to 6.8% for the three months ended December 31, 2025, compared to 4.6% for the three months ended December 31, 2024.
Adjusted EBITDA amounted to $10.0 million for the three months ended December 31, 2025, representing a decrease of $0.3 million, or 2.9%, from $10.3 million for the three months ended December 31, 2024. As explained above, the decrease was due primarily to decreased gross margin, due to decreased utilization rates, partially offset by decreased selling, general and administrative expenses, despite additional expenses related to XRM Vision and eVerge. Adjusted EBITDA Margin was 8.7% for the three months ended December 31, 2025, compared to 8.9% for the three months ended December 31, 2024.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 27 | ||||
EBITDA amounted to a loss of $8.3 million for the nine months ended December 31, 2025, representing a decrease of $27.2 million, from a positive EBITDA of $18.9 million for the nine months ended December 31, 2024, due primarily to the impairment of goodwill and intangibles. EBITDA Margin was equal to (2.3)% for the nine months ended December 31, 2025, compared to 5.4% for the nine months ended December 31, 2024.
Adjusted EBITDA amounted to $34.4 million for the nine months ended December 31, 2025, representing an increase of $4.8 million, or 16.1%, from $29.6 million for the nine months ended December 31, 2024. As explained above, the increase was due primarily to increased gross margin, driven by higher revenues and positive contributions from the acquisitions of XRM Vision and eVerge, partially offset by increased selling, general and administrative expenses. Adjusted EBITDA Margin was 9.5% for the nine months ended December 31, 2025, compared to 8.5% for the nine months ended December 31, 2024.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 28 | ||||
9. Bookings and Backlog
Bookings during the three months ended December 31, 2025 were $130.9 million, which translated into a Book-to-Bill Ratio of 1.14 for the quarter, compared to Bookings of $138.4 million and a Book-to-Bill Ratio of 1.20 for the same quarter last year. The Book-to-Bill Ratio would have been 1.26 if revenues from the two long-term contracts signed as part of an acquisition in the first quarter of fiscal year 2022 were excluded, compared to 1.34 for the same quarter last year. Bookings are affected by customer investment cycles and current economic conditions, causing some buyer hesitancy and longer sales cycles.
Bookings for the trailing twelve months amounted to $440.0 million as at December 31, 2025, which translated into a Book-to-Bill Ratio of 0.90, compared to Bookings of $454.5 million and a Book-to-Bill Ratio of 0.97 as at December 31, 2024. The Book-to-Bill Ratio would have been 1.00 if revenues from the two long-term contracts signed as part of an acquisition in the first quarter of fiscal year 2022 were excluded, compared to 1.10 as at December 31, 2024.
For the nine months ended December 31, 2025, Bookings were $339.9 million, which translated into a Book-to-Bill ratio of 0.93, compared to Bookings of $320.6 million and a Book-to-Bill Ratio of 0.92 last year. The Book-to-Bill Ratio would have been 1.03 if revenues from the two long-term contracts signed as part of an acquisition in the first quarter of fiscal year 2022 were excluded, compared to 1.04 last year. Bookings are affected by customer investment cycles and current economic conditions, causing some buyer hesitancy and longer sales cycles.
Management believes information regarding Bookings can provide useful trend insight to investors regarding changes in the volume of new business over time. However, contracts typically provide termination clauses at the option of the customer. Furthermore, modifications of the scope of work and demand-driven usage may occur. As such, the amount of the contract actually realized could materially differ from the initial Bookings.
As at December 31, 2025 and 2024, Backlog represented approximately 14 months and 17 months of trailing twelve-month revenues, respectively. The Backlog includes revenue agreements for projects which may extend beyond twelve months.
Management believes that Backlog information can provide useful trend insight to investors regarding changes in management’s best estimate of future revenues stemming from signed revenue agreements. However, contracts typically provide termination clauses at the option of the customer. Furthermore, modifications of the scope of work and demand-driven usage may occur. There can also be no assurance that subsequent cancellations or scope adjustments will not occur, that the Backlog will ultimately result in earnings, or when the related revenues and earnings from such Backlog will be recognized. As such, the amount of the contract actually realized could materially differ from the amount included in Backlog at a given date.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 29 | ||||
10. Financial Position
| As at | December 31, | March 31, | ||||||||||||
| (in $ thousands) | 2025 | 2025 | ||||||||||||
| $ | $ | |||||||||||||
| Current assets | 130,581 | 145,705 | ||||||||||||
| Non-current assets | 243,372 | 280,275 | ||||||||||||
| Total Assets | 373,953 | 425,980 | ||||||||||||
| Current liabilities | 97,579 | 117,528 | ||||||||||||
| Non-current liabilities | 120,976 | 123,896 | ||||||||||||
| Total Liabilities | 218,555 | 241,424 | ||||||||||||
| Shareholders' equity | 155,398 | 184,556 | ||||||||||||
| Total Liabilities and Shareholders' Equity | 373,953 | 425,980 | ||||||||||||
As at December 31, 2025, total assets and total liabilities and shareholders’ equity were $374.0 million, representing a decrease of $52.0 million, or 12.2%, from $426.0 million as at March 31, 2025.
The $52.0 million decrease in total assets was due primarily to a decrease of $21.8 million in goodwill, mainly due to the impairments of $26.5 million of goodwill in the Canada CGU and $9.7 million of goodwill in the Industry Solutions CGU, net of the addition of $18.6 million of goodwill from the eVerge Acquisition, a decrease of $18.3 million in accounts receivable and other receivables, mainly due to higher invoicing at the end of last year from significant go-live projects, timing of payments prior to the end of the quarter and an unfavorable foreign exchange rate impact, partially offset by the addition of accounts receivable and other receivables from the eVerge Acquisition, a $10.5 million decrease in intangibles due to amortization from the passage of time, partially offset by intangibles acquired in the eVerge Acquisition, a $5.6 million decrease in tax credits receivable due to the receipt of credits earned in a prior year, partially offset by the credits earned in the first three quarters of this year, a $3.0 million decrease in cash, a $1.5 million decrease in prepaids due to the timing of licences payments, and a $1.3 million decrease in right-of-use assets as the Company continues to reduce its footprint and realize synergies. These decreases were partially offset by an increase of $9.8 million in unbilled revenues, mainly due to the timing of major client invoicing.
For a discussion of the variance in cash, including the cash impact of the various assets and liabilities on the balance sheet, refer to section 11 titled "Liquidity and Capital Resources".
The decrease in total liabilities and shareholders’ equity of $52.0 million consisted of a $22.9 million decrease in liabilities and a $29.2 million decrease in equity(1). The decrease in total liabilities was due primarily to decreases of $16.2 million in accounts payable and accrued liabilities, mainly due to the timing of payments, partially offset by the addition of holdbacks from the eVerge Acquisition, $3.8 million in deferred revenues, mainly due to the timing of invoicing, $2.6 million in lease liabilities, as the Company continues to reduce its footprint and realize synergies, $2.6 million in deferred tax liabilities, mainly caused by the income tax recovery discussed in section 8.4.2, and $2.6 million in contingent consideration, mainly due to a $5.1 million change in fair value of contingent consideration mostly related to the XRM Acquisition, partially offset by an increase of $2.5 million stemming from the eVerge Acquisition. These decreases were partially offset by increases of $4.9 million in long-term debt, as discussed in Section 11.6 titled "Long-Term Debt and Net Debt".
(1) For more details, refer to the interim consolidated statements of changes in shareholders' equity in the Q3 Financial Statements.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 30 | ||||
11. Liquidity and Capital Resources
11.1 Consolidated Statements of Cash Flows
Alithya’s ongoing operations and growth are financed through a combination of operating cash flows, borrowings under its existing credit facility and subordinated unsecured loans, and the issuance of equity. Alithya seeks to maintain an optimal level of liquidity through the active management of its assets and liabilities, as well as its cash flows. The following table summarizes Alithya’s cash flow activities for the three and nine months ended December 31, 2025 and 2024:
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||||||||||||||||
| (in $ thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Net cash from operating activities | 25,474 | 11,685 | 22,355 | 31,363 | ||||||||||||||||||||||
| Net cash used in investing activities | (1,913) | (6,669) | (12,128) | (7,341) | ||||||||||||||||||||||
| Net cash used in financing activities | (28,173) | (3,721) | (12,613) | (19,229) | ||||||||||||||||||||||
| Effect of exchange rate changes on cash | (253) | 369 | (626) | 441 | ||||||||||||||||||||||
| Net change in cash | (4,865) | 1,664 | (3,012) | 5,234 | ||||||||||||||||||||||
| Cash, beginning of period | 17,809 | 12,429 | 15,956 | 8,859 | ||||||||||||||||||||||
| Cash, end of period | 12,944 | 14,093 | 12,944 | 14,093 | ||||||||||||||||||||||
11.2 Cash Flows - Operating Activities
For the three months ended December 31, 2025, net cash from operating activities was $25.5 million, representing an increase of $13.8 million, from $11.7 million for the three months ended December 31, 2024. The cash flows for the three months ended December 31, 2025 resulted primarily from the net earnings of $0.7 million, plus $7.4 million of adjustments to the net earnings, consisting of non-cash items such as depreciation and amortization, unrealized foreign exchange loss, and share-based compensation, and of net financial expenses, partially offset by deferred taxes, a change in fair value of contingent consideration, and realized foreign exchange gain, and by $17.4 million in favorable changes in non-cash working capital items. In comparison, the cash flows for the three months ended December 31, 2024 resulted primarily from the net loss of $3.7 million, plus $12.0 million of adjustments to the net loss, consisting primarily of non-cash items such as depreciation and amortization, impairment of goodwill, share-based compensation, and deferred taxes, and of net financial expenses, partially offset by a contingent consideration adjustment and unrealized foreign exchange gain, and by $3.4 million in favorable changes in non-cash working capital items.
Favorable changes in non-cash working capital items of $17.4 million during the three months ended December 31, 2025 were mainly due to the timing of payments, collections, and invoicing and consisted primarily of a $14.7 million decrease in accounts receivable and other receivables, an $8.5 million decrease in tax credits receivable, a $1.1 million decrease in prepaids, a $0.8 million increase in deferred revenues, and a $0.3 million decrease in unbilled revenues, partially offset by an $8.1 million decrease in accounts payable and accrued liabilities. For the three months ended December 31, 2024, favorable changes in non-cash working capital items of $3.4 million consisted primarily of a $14.5 million decrease in accounts receivable and other receivables and a $0.3 million decrease in prepaids, partially offset by a $7.8 million increase in unbilled
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 31 | ||||
revenues, a $1.8 million increase in tax credits receivable, a $1.4 million decrease in accounts payable and accrued liabilities, and a $0.5 million decrease in deferred revenues.
For the nine months ended December 31, 2025, net cash from operating activities was $22.4 million, representing a decrease of $9.0 million, from $31.4 million for the nine months ended December 31, 2024. The cash flows for the nine months ended December 31, 2025 resulted primarily from the net loss of $30.1 million, plus $58.6 million of adjustments to the net loss, consisting of a $38.0 million impairment of goodwill and intangibles, and other non-cash items such as depreciation and amortization, share-based compensation, unrealized foreign exchange loss, and loss on disposal of property and equipment, intangible and lease termination, and of net financial expenses, partially offset by a change in fair value of contingent consideration, deferred taxes, and realized foreign exchange gain, and $6.2 million in unfavorable changes in non-cash working capital items. In comparison, the cash flows for the nine months ended December 31, 2024 resulted primarily from the net loss of $6.7 million, plus $30.4 million of adjustments to the net loss, consisting primarily of non-cash items such as depreciation and amortization, impairment of goodwill, and share-based compensation, and of net financial expenses and deferred taxes, partially offset by a contingent consideration adjustment and unrealized foreign exchange gain, and $7.7 million in favorable changes in non-cash working capital items.
Unfavorable changes in non-cash working capital items of $6.2 million during the nine months ended December 31, 2025 consisted primarily of a $21.9 million decrease in accounts payable and accrued liabilities, a $10.2 million increase in unbilled revenues, and a $3.6 million decrease in deferred revenues, partially offset by a $22.0 million decrease in accounts receivable and other receivables, a $5.7 million decrease in tax credits receivable, and a $1.7 million decrease in prepaids. For the nine months ended December 31, 2024, favorable changes in non-cash working capital items of $7.7 million consisted primarily of a $21.0 million decrease in accounts receivable and other receivables, a $4.1 million decrease in tax credits receivable, and a $0.9 million decrease in other assets, partially offset by a $9.0 million decrease in accounts payable and accrued liabilities, a $7.7 million increase in unbilled revenues, and a $1.9 million decrease in deferred revenues.
11.3 Cash Flows - Investing Activities
For the three months ended December 31, 2025, net cash used in investing activities was $1.9 million, representing a decrease of $4.8 million, from $6.7 million for the three months ended December 31, 2024. The cash used in the three months ended December 31, 2025 consisted primarily of $0.7 million related to the eVerge Acquisition, net of cash acquired, a working capital adjustment payment of $0.6 million related to the XRM Acquisition, and purchases of property and equipment as part of the ordinary course of the business. In comparison, net cash used in the three months ended December 31, 2024 consisted primarily of $6.4 million related to the XRM Acquisition, net of cash acquired, and $0.3 million from purchases of property and equipment as part of the ordinary course of the business.
For the nine months ended December 31, 2025, net cash used in investing activities was $12.1 million, representing an increase of $4.8 million, from $7.3 million for the nine months ended December 31, 2024. The cash used in the nine months ended December 31, 2025 consisted primarily of $10.2 million related to the eVerge Acquisition, net of cash acquired, a working capital adjustment payment of $0.6 million related to the XRM Acquisition, and $1.3 million of purchases of property and equipment and intagibles as part of the ordinary course of business. In comparison, the cash used in the nine months ended December 31, 2024 consisted
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 32 | ||||
primarily of $6.4 million related to the XRM Acquisition, net of cash acquired, and $1.0 million of purchases of property and equipment and intangibles as part of the ordinary course of business.
11.4 Cash Flows - Financing Activities
For the three months ended December 31, 2025, net cash used in financing activities was $28.2 million, representing an increase of $24.5 million, from $3.7 million for the three months ended December 31, 2024. The cash flows for the three months ended December 31, 2025 resulted primarily from $30.0 million in repayments of the Credit Facility, a $3.5 million repayment of a balance of purchase price related to the XRM Acquisition, $2.0 million in financial expenses paid, $1.1 million in repayments of lease liabilities, and $0.6 in Multiple Voting Shares purchased for cancellation, partially offset by $9.0 million in advances on the Credit Facility, net of related transaction costs, as described in section 11.6. In comparison, the cash flows for the three months ended December 31, 2024 resulted primarily from $22.9 million in repayments of the Credit Facility, $2.2 million in financial expenses paid, $1.0 million in repayments of lease liabilities, $0.4 million in repayments of other long-term debt, and $0.3 million for the settlements of RSUs and PSUs, partially offset by $23.0 million in advances on the Credit Facility, net of related transaction costs.
For the nine months ended December 31, 2025, net cash used in financing activities was $12.6 million, representing a decrease of $6.6 million, from $19.2 million for the nine months ended December 31, 2024. The cash flows for the nine months ended December 31, 2025 resulted primarily from $46.7 million in repayments of the Credit Facility, $4.2 million and $3.5 million in repayments of balances of purchase price related to the Datum Acquisition and the XRM Acquisition, respectively, $6.2 million in financial expenses paid, $3.3 million in repayments of lease liabilities, and $0.6 million in Multiple Voting Shares purchased for cancellation, partially offset by $52.4 million in advances on the Credit Facility, net of related transaction costs, as described in section 11.6. In comparison, the cash flows for the nine months ended December 31, 2024 resulted primarily from $85.1 million in repayments of the Credit Facility, an $8.5 million repayment of secured loans, $5.8 million in financial expenses paid, a $4.3 million repayment of a balance of purchase price related to the Datum Acquisition, $3.7 million in repayments of lease liabilities, and $0.4 million in Multiple Voting Shares purchased for cancellation, partially offset by $89.3 million in advances on the Credit Facility, net of related transaction costs.
11.5 Capital Resources
Capital resources are summarized in the table below:
| As at | December 31, | March 31, | ||||||||||||
| (in $ thousands) | 2025 | 2025 | ||||||||||||
| $ | $ | |||||||||||||
| Cash | 12,944 | 15,956 | ||||||||||||
Availability under the senior secured revolving credit facility (1) | 109,429 | 112,271 | ||||||||||||
Availability under the operating credit facility (2) | 2,739 | 2,876 | ||||||||||||
| 125,112 | 131,103 | |||||||||||||
(2) Refer to Note 7 of the Q3 Financial Statements for further details on the operating credit facility.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 33 | ||||
Alithya’s main objectives when managing capital are to provide a strong capital base in order to maintain shareholders’, creditors’, and other stakeholders’ confidence and to sustain future growth and development of the business, to maintain a flexible capital structure that optimizes the cost of capital at an acceptable risk level and preserves the ability to meet its financial obligations, to ensure sufficient liquidity to pursue its organic growth strategy and undertake selective acquisitions, and to provide returns on investment to shareholders.
In managing its capital structure, Alithya monitors performance throughout the year to ensure anticipated working capital requirements and maintenance capital expenditures are funded from operations, available cash, and borrowings.
As at December 31, 2025, additional capital resources available to Alithya amounted to $125.1 million, consisting of cash and availability under its credit facilities, including the accordion provision. Management believes that the Company is well positioned to sustain its operations while maintaining adequate levels of liquidity.
11.6 Long-Term Debt and Net Debt
The following table summarizes the Company’s long-term debt:
| As at | December 31, | March 31, | ||||||||||||
| (in $ thousands) | 2025 | 2025 | ||||||||||||
| $ | $ | |||||||||||||
Senior secured revolving credit facility (the "Credit Facility") (a) | 80,571 | 77,729 | ||||||||||||
Subordinated unsecured loans (b) | 20,000 | 20,000 | ||||||||||||
| Balance of purchase price payable with a nominal value as at March 31, 2025 of US$3,115,000 ($4,479,000), non-interest bearing (4.4% effective interest rate), matured on July 1, 2025 | — | 4,431 | ||||||||||||
| Balance of purchase price payable with a nominal value of $5,175,000 (March 31, 2025 - $8,625,000), non-interest bearing (8.0% effective interest rate), payable in annual installments of $3,450,000 for the first and second anniversaries, and $1,725,000 for the third anniversary, maturing on December 1, 2027 | 4,703 | 7,718 | ||||||||||||
Balance of purchase price payable with a nominal value of US$7,520,000 ($10,299,000), non-interest bearing (8.0% effective interest rate), payable in annual installments of US$3,760,000 ($5,149,000), maturing on May 31, 2027 | 9,604 | — | ||||||||||||
| Other debt | 117 | 379 | ||||||||||||
| Unamortized transaction costs (net of accumulated amortization of $287,000 and $403,000) | (186) | (338) | ||||||||||||
| 114,809 | 109,919 | |||||||||||||
| Current portion of long-term debt | 8,318 | 8,059 | ||||||||||||
| 106,491 | 101,860 | |||||||||||||
(a) The Credit Facility is available to a maximum amount of $140,000,000 which can be increased under an accordion provision to $190,000,000, under certain conditions, and can be drawn in Canadian dollars and the equivalent amount in U.S. dollars. It is available in prime rate advances, CORRA advances, SOFR advances and letters of credit of up to $2,500,000.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 34 | ||||
The advances bear interest at the Canadian or U.S. prime rate, plus an applicable margin ranging from 0.75% to 1.75%, or CORRA or SOFR rates, plus an applicable margin ranging from 2.00% to 3.00%, as applicable for Canadian and U.S. advances, respectively. The applicable margin is determined based on certain financial ratios. As security for the Credit Facility, Alithya provided a first ranking hypothec on the universality of its assets excluding any leased equipment and Investissement Québec’s first ranking lien on tax credits receivable for the financing related to refundable tax credits. Under the terms of the agreement, the Company is required to maintain certain financial covenants which are measured on a quarterly basis.
The Credit Facility matures on April 1, 2027 and is renewable for additional one-year periods at the lender’s discretion, provided that the term of the Credit Facility never exceeds three years at a given time.
(b) The subordinated unsecured loans with Investissement Québec, in the amount of $20,000,000, mature on October 1, 2027 and are renewable for one additional year at the lender’s discretion. For the period up to November 1, 2025, the first $10,000,000 bears fixed interest rates ranging between 6.00% and 7.25% and the additional $10,000,000 bears interest ranging between 7.10% and 8.35%, determined and payable quarterly, based on certain financial ratios. Starting November 1, 2025, the total amount of $20,000,000 bears variable interest rate at Canadian prime rate, plus an applicable margin ranging from 3.21% to 4.46%, determined and payable quarterly based on certain financial ratios.
Under the terms of the loans, the Company is required to maintain compliance with certain financial covenants which are measured on a quarterly basis.
(a)(b) The Company was in compliance with all of its financial covenants as at December 31, 2025 and March 31, 2025.
Total long-term debt as at December 31, 2025 increased by $4.9 million, to $114.8 million, from $109.9 million as at March 31, 2025, despite a favorable US$ exchange rate impact of $3.2 million, due primarily to an increase of $5.7 million in amounts drawn under the Credit Facility, and the addition of a $9.2 million balance of purchase price payable as part of the eVerge Acquisition, partially offset by the repayments of the balances of purchase price payable of $4.2 million related to the Datum Acquisition and of $3.5 million related to the XRM Acquisition.
As at December 31, 2025, cash amounted to $12.9 million and $80.6 million was drawn under the Credit Facility and classified as long-term debt. In comparison, as at March 31, 2025, cash amounted to $16.0 million and $77.7 million was drawn under the Credit Facility and classified as long-term debt.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 35 | ||||
The following table reconciles long-term debt to Net Debt(1):
| As at | December 31, | March 31, | ||||||||||||
| (in $ thousands) | 2025 | 2025 | ||||||||||||
| $ | $ | |||||||||||||
| Current portion of long-term debt | 8,318 | 8,059 | ||||||||||||
| Non-current portion of long-term debt | 106,491 | 101,860 | ||||||||||||
| Total long-term debt | 114,809 | 109,919 | ||||||||||||
| Less: | ||||||||||||||
| Cash | 12,944 | 15,956 | ||||||||||||
Net Debt | 101,865 | 93,963 | ||||||||||||
As at December 31, 2025, Net Debt increased by $7.9 million, or 8.4%, to $101.9 million, from $94.0 million as at March 31, 2025, due to an increase in long-term debt, as explained above, and a decrease in cash.
11.7 Contractual Obligations
Alithya is committed under the terms of contractual obligations which have various expiration dates, primarily for the rental of premises and technology licenses and infrastructure. Please refer to section 11.7 of Alithya's MD&A for the year ended March 31, 2025 for an overview of such obligations as at such date. There have been no material changes with respect to contractual obligations since March 31, 2025 outside of Alithya’s ordinary course of business.
11.8 Off-Balance Sheet Arrangements
Alithya uses off-balance sheet financing for operating commitments for technology licenses and infrastructure. Please refer to section 11.8 of Alithya's MD&A for the year ended March 31, 2025 and Note 15 of the annual audited consolidated financial statements for the same period for an overview of such arrangements as at such date. There have been no material changes with respect to off-balance sheet arrangements since March 31, 2025 outside of Alithya’s ordinary course of business.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 36 | ||||
12. Share Capital
In the context of the discussion on share capital, Alithya Group inc. will be referred to as the “Company”. The details of Alithya's share capital are fully described in Note 8 of Alithya's Q3 Financial Statements.
12.1 Normal Course Issuer Bid
On September 9, 2025, the Company’s Board of Directors authorized and subsequently the Toronto Stock Exchange (“TSX“) approved the implementation of a Normal Course Issuer Bid (“NCIB“). Under the NCIB, the Company is allowed to purchase for cancellation up to 5,939,183 Subordinate Voting Shares, representing 10% of the Company’s public float as of the close of markets on September 2, 2025.
The NCIB plan commenced on September 12, 2025 and will end on the earlier of September 11, 2026 and the date on which the Company will have acquired the maximum number of Subordinate Voting Shares allowable under the NCIB or will otherwise have decided not to make any further purchases. All purchases of Subordinate Voting Shares are made by means of open market transactions at their market price at the time of acquisition. Concurrently, the Company entered into an automatic share purchase plan (“ASPP”) with a designated broker in connection with its NCIB. The ASPP allows the designated broker to purchase for cancellation Subordinate Voting Shares, on behalf of the Company, subject to certain trading parameters established, from time to time, by the Company.
As at December 31, 2025, 347,160 Subordinate Voting Shares were purchased for cancellation under the NCIB. Shareholders may obtain a copy of the notice of NCIB approved by the TSX, free of charge, by contacting the Company.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 37 | ||||
13. Eight Quarter Summary
| For the three months ended | |||||||||||||||||||||||||||||
| (in $ thousands, except for per share data) | Mar 31, | Jun 30, | Sep 30, | Dec 31, | Mar 31, | Jun 30, | Sep 30, | Dec 31, | |||||||||||||||||||||
| 2024 | 2024 | 2024 | 2024 | 2025 | 2025 | 2025 | 2025 | ||||||||||||||||||||||
| Revenues | 120,540 | 120,875 | 111,514 | 115,761 | 125,331 | 124,158 | 124,292 | 115,162 | |||||||||||||||||||||
| Cost of revenues | 81,793 | 82,345 | 77,386 | 78,376 | 79,240 | 84,365 | 81,512 | 78,648 | |||||||||||||||||||||
| Gross margin | 38,747 | 38,530 | 34,128 | 37,385 | 46,091 | 39,793 | 42,780 | 36,514 | |||||||||||||||||||||
| 32.1 | % | 31.9 | % | 30.6 | % | 32.3 | % | 36.8 | % | 32.1 | % | 34.4 | % | 31.7 | % | ||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 29,608 | 31,659 | 25,869 | 28,814 | 29,739 | 30,573 | 31,296 | 28,460 | |||||||||||||||||||||
| Business acquisition, integration and reorganization costs (recovery) | (1,414) | 783 | 549 | (1,244) | (1,322) | 2,047 | (3,885) | (372) | |||||||||||||||||||||
| Depreciation | 1,303 | 1,095 | 1,102 | 1,168 | 1,158 | 1,065 | 978 | 668 | |||||||||||||||||||||
| Amortization of intangibles | 4,795 | 4,644 | 4,635 | 4,810 | 4,837 | 4,955 | 5,317 | 4,125 | |||||||||||||||||||||
| Foreign exchange loss (gain) | 152 | (17) | 259 | (687) | 187 | 1,166 | (469) | 581 | |||||||||||||||||||||
| Impairment of intangibles and goodwill | — | — | — | 5,144 | — | — | 38,028 | — | |||||||||||||||||||||
| 34,444 | 38,164 | 32,414 | 38,005 | 34,599 | 39,806 | 71,265 | 33,462 | ||||||||||||||||||||||
| Operating income (loss) | 4,303 | 366 | 1,714 | (620) | 11,492 | (13) | (28,485) | 3,052 | |||||||||||||||||||||
| Net financial expenses | 2,262 | 2,372 | 1,502 | 2,372 | 2,636 | 2,840 | 2,126 | 2,339 | |||||||||||||||||||||
| Earnings (loss) before income taxes | 2,041 | (2,006) | 212 | (2,992) | 8,856 | (2,853) | (30,611) | 713 | |||||||||||||||||||||
| Income tax (recovery) expense | (257) | 756 | 482 | 724 | 813 | (3,038) | 350 | 37 | |||||||||||||||||||||
| Net earnings (loss) | 2,298 | (2,762) | (270) | (3,716) | 8,043 | 185 | (30,961) | 676 | |||||||||||||||||||||
| Basic and diluted earnings (loss) per share | 0.02 | (0.03) | — | (0.04) | 0.08 | — | (0.32) | 0.01 | |||||||||||||||||||||
Quarterly variances in Alithya's results can be attributed primarily to seasonality and customer investment cycles. The revenues generated by Alithya's consultants are impacted by the number of working days in a particular quarter, which can vary as a result of vacations and other paid time off and statutory holidays. Similarly, customer IT investment cycles are also affected by the seasonality of their own operations.
Over the eight-quarter period, revenues have fluctuated mainly due to organic growth in certain areas of the business and business acquisitions in recent quarters, offset by variations in IT investments in the financial services sector and foreign exchange fluctuations. Gross margin as a percentage of revenues has generally followed an increasing trend, mainly due to higher billing rates, increased efficiencies and use of our smart shoring capabilities, improved project performance, and a steady migration towards higher value-added services in existing areas of the business and through business acquisitions. Selling, general and administrative expenses have fluctuated due to business acquisitions, net of synergies, and, in recent quarters, employee compensation expense, namely annual salary increases, variable compensation, and severance consisting of termination and benefit costs for management personnel. Selling, general and administrative expenses as a percentage of revenues have varied due to business acquisitions, cost structure reviews, and as a result of the variations in revenues discussed above. Other expenses, such as business acquisition, integration and reorganization costs, depreciation, amortization of intangibles, impairment of intangibles and goodwill, and net financial expenses, have also varied as a result of business acquisitions and the subsequent integration activities and requirements.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 38 | ||||
14. Critical Accounting Estimates
The preparation of Alithya’s interim condensed consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the amounts reported as assets, liabilities, income and expenses in the interim condensed consolidated financial statements. Actual results could differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which they occur and in any future periods affected.
The Q3 Financial Statements have been prepared in accordance with the accounting policies adopted in the most recent annual audited consolidated financial statements for the year ended March 31, 2025. The accounting policies have been applied consistently by all entities of the Company.
15. New Accounting Standards and Interpretations Issued but Not Yet Effective
At the date of authorization of the interim condensed consolidated financial statements, certain new standards, amendments and interpretations, and improvements to existing standards have been published by the IASB but are not yet effective and have not been adopted early by the Company. Management anticipates that all the relevant pronouncements will be adopted in the first reporting period following the date of application. Information on new standards, amendments and interpretations, and improvements to existing standards, which could potentially impact the Company’s consolidated financial statements, are detailed as follows:
IFRS 7 and IFRS 9 - Classification and measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures. The standard amendments clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system. Furthermore, they clarify the description of non-recourse assets and contractually linked instruments and they introduce additional disclosures for financial instruments with contractual terms that can change cash flows, and equity instruments classified at fair value through other comprehensive income. The amendments to IFRS 7 and IFRS 9 apply retrospectively and are effective for annual periods beginning on or after January 1, 2026, with earlier application permitted. The amendments to IFRS 7 and IFRS 9 will have no significant impact on the Company’s consolidated financial statements.
IFRS 18 - Presentation and Disclosures in Financial Statements
On April 9, 2024, the IASB published the new IFRS 18 – Presentation and Disclosures in Financial Statements that will replace IAS 1 – Presentation of Financial Statements.
IFRS 18 covers four main areas:
•Introduction of defined subtotals and categories in the statement of profit or loss;
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 39 | ||||
•Introduction of requirements to improve aggregation and disaggregation;
•Introduction of disclosures about management-defined performance measures (MPMs) in the notes to the financial statements; and
•Targeted improvements to the statement of cash flows by amending IAS 7 – Statement of Cash Flows.
IFRS 18 applies retrospectively and is effective for annual periods beginning on or after January 1, 2027, with earlier application permitted. Management is currently evaluating the impact of the new accounting standard on its consolidated financial statements.
16. Risks and Uncertainties
Alithya is subject to a number of risks and uncertainties and is affected by a number of factors which could have a material adverse effect on Alithya's financial position, financial performance, cash flows, business or reputation. These risks should be considered when evaluating an investment in Alithya and may, among other things, cause a decline in the price of the Subordinate Voting Shares.
Such risks and uncertainties include, but are not limited to, those discussed in the section entitled “Risks and Uncertainties” of the Company's MD&A for the fiscal year ended March 31, 2025, all of which are hereby incorporated by reference.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 40 | ||||
17. Management’s Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting
Management's Report on Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate disclosure controls and procedures (“DC&P”) which are designed to provide reasonable assurance that the material information relating to the Company is made known to the Chief Executive Officer and Chief Financial Officer by others, particularly during the period in which annual and interim filings are prepared, and that information required to be disclosed by the Company in its annual, interim filings or other reports filed or submitted by the Company under Canadian and U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under those laws and the related rules. The effectiveness of these DC&P, as defined under National Instrument 52-109 – Issuers’ annual and interim filings (“NI 52-109”) adopted by Canadian securities regulators and in Rule 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended, was evaluated under the supervision of and with the participation of the Company’s Chief Executive Officer and Interim Chief Financial Officer as at the end of the Company’s most recently completed financial year ended March 31, 2025. Based on such evaluation, the Chief Executive Officer and Interim Chief Financial Officer concluded that the Company’s DC&P were not effective as of March 31, 2025 due to the material weakness in internal control over financial reporting described below.
Management's Report on Internal Control over Financial Reporting
Management is also responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as defined under NI 52-109 adopted by Canadian securities regulators and in Rule 13a-15(f) and 15d-15(f) under the U.S. Securities Exchange Act of 1934, as amended. The Company’s ICFR are designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and effected by management and other key employees, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB. The effectiveness of the Company’s ICFR was evaluated under the supervision of and with the participation of the Company’s Chief Executive Officer and Interim Chief Financial Officer as at the end of the Company’s most recently completed financial year ended March 31, 2025 based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on such evaluation, the Chief Executive Officer and Interim Chief Financial Officer concluded that the Company’s ICFR was not effective as of March 31, 2025 due to the material weakness described below.
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’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 41 | ||||
In connection with the Company’s evaluation of ICFR, management identified a material weakness related to the control activities in its revenue processes for fixed-fee and time and material arrangements applying the input method. Notwithstanding the existence of a material weakness, management has concluded that the Company’s interim condensed consolidated financial statements for the three and nine months ended December 31, 2025 present fairly, in all material respects, the Company’s financial position, results of operations, changes in equity and cash flows in accordance with IFRS, and confirms that this material weakness did not result in (i) any material adjustments to the Company’s interim condensed consolidated financial statements for the three and nine months ended December 31, 2025 and (ii) there were no changes to previously released financial results. However, as previously disclosed, because the material weakness creates a reasonable possibility that a material misstatement to our financial statements would not be prevented or detected on a timely basis, it was concluded that as of March 31, 2025, the Company’s ICFR was not effective.
Status on Management’s Remediation Plan
As previously reported under the heading “Management’s Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting” in our MD&A for the fiscal year ended March 31, 2024, in connection with our assessment of the effectiveness of internal control over financial reporting as of March 31, 2024, we determined a material weakness existed related to the control activities in the Company's revenue processes.
During the fiscal year 2025, we prioritized training to control operators and fostered continuous improvement in our documentary evidence protocols. While there had been significant improvements throughout the 2025 fiscal year, our management is continuing to focus on remediation efforts such as to further improve control activities over the validation and documentation, at the required level of precision, of key assumptions applied in the expected labour cost to complete estimates used in the measure of progress to recognize revenues under fixed-fee and time and material arrangements applying the input method.
Management, with the oversight of the Audit and Risk Management Committee, continues to be committed to a strong internal control environment and intends to implement further remediation measures designed to ensure that the deficiencies in the Company’s ICFR that resulted in a material weakness are remediated. Although management expects that the remediation of deficiencies in key controls related to its revenue processes for fixed-fee and time and material arrangements applying the input method which resulted in the occurrence of a material weakness will be completed during the year ending March 31, 2026, there is no assurance as to when such remediation will be completed, nor if the remediation measures put in place will be effective to remediate such deficiencies. The material weakness will also not be considered fully remediated until the applicable internal controls operate for a sufficient period of time and management has concluded, through testing, that these internal controls are operating effectively.
Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control over Financial Reporting
The Company’s management recognizes that any DC&P and ICFR, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Because of their inherent limitations, DC&P and ICFR may not prevent or detect all errors or misstatements on a timely basis.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 42 | ||||
Limitations on Scope of design of Disclosure Controls and Procedures and Internal Control over Financial Reporting
The Company’s management has excluded from its assessment of the scope of the disclosure controls and procedures and internal control over financial reporting the controls, policies and procedures of eVerge, which was acquired on May 31, 2025, the operating results of which are included in the Q3 Financial Statements of the Company. The scope limitation is in accordance with NI 52‑109 adopted by Canadian securities regulators and existing SEC guidance, which allow an issuer to limit its design of internal controls over financial reporting and disclosure controls and procedures to exclude the controls, policies and procedures of a company acquired not more than 365 days before the end of the financial period to which the certificate relates.
Since the acquisition date, eVerge has contributed revenues of $18.7 million and generated net earnings of $3.1 million, excluding amortization on the intangible assets from the acquisition, change in fair value of contingent consideration, interest accretion and business acquisition costs. In addition, as at December 31, 2025, eVerge's current assets and current liabilities represented approximately 4.0% and 0.9% of consolidated current assets and consolidated current liabilities, respectively. Non-current assets, which exclude intangible assets and goodwill from the acquisition, and non-current liabilities represented approximately 0.03% and 1.5% of consolidated non-current assets and consolidated non-current liabilities, respectively. The amounts recognized for the assets acquired and liabilities assumed as at the date of the acquisition are described in Note 3 of the Q3 Financial Statements.
Auditor’s Report on Internal Control over Financial Reporting
The effectiveness of ICFR as of March 31, 2025 has been audited by KPMG LLP, (“KPMG”), the Company’s independent registered public accounting firm. In view of the above, KPMG has expressed an adverse opinion on the Company’s ICFR as of March 31, 2025.
Changes in Internal Control over Financial Reporting
Other than the impacts of the ongoing remediation plan described above, there have been no changes in the Company’s ICFR during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
| Management’s Discussion and Analysis | |||||
For the three and nine months ended December 31, 2025 | | 43 | ||||
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Paul Raymond, President and Chief Executive Officer of Alithya Group inc., certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Alithya Group inc. (the "issuer") for the interim period ended December 31, 2025.
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 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 and I have, as at the end of the period covered by the interim filings
(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)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
(ii)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
(b)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.
5.1Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is that of the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013).
5.2ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of 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
(c)the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.
5.3Limitation on scope of design: The issuer has disclosed in its interim MD&A
(a)the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of CD&P and ICFR to exclude controls, policies and procedures of
(i)a proportionately consolidated entity in which the issuer has an interest;
(ii)a special purpose entity in which the issuer had an interest; or
(iii)a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings, and
(b)summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that had been proportionately consolidated or consolidated in the issuer's financial statements.
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 October 1, 2025 and ended on December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: February 13, 2026
/s/ Paul Raymond
___________________________
Paul Raymond
President and Chief Executive Officer
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Pierre Blanchette, Chief Financial Officer of Alithya Group inc., certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Alithya Group inc. (the "issuer") for the interim period ended December 31, 2025.
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 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 and I have, as at the end of the period covered by the interim filings
(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)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
(ii)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
(b)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.
5.1Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is that of the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013).
5.2ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of 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
(c)the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.
5.3Limitation on scope of design: The issuer has disclosed in its interim MD&A
(a)the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of
(i)a proportionately consolidated entity in which the issuer has an interest;
(ii)a special purpose entity in which the issuer has an interest; or
(iii)a business that the issuer acquired not more that 365 days before the last day of the period covered by the interim filings; and
(b)summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.
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 October 1, 2025 and ended on December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: February 13, 2026
/s/ Pierre Blanchette
___________________________
Pierre Blanchette
Chief Financial Officer