alya-20250331_d2


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 40-F
☐  Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
☒ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended March 31, 2025
Commission file number 001-38705

ALITHYA GROUP INC.
(Exact name of Registrant as specified in its charter)

N/A
(Translation of Registrant’s name into English (if applicable))

Québec, Canada
(Province or other jurisdiction of incorporation or organization)

7370
(Primary Standard Industrial Classification Code Number (if applicable))

N/A
(I.R.S. Employer Identification Number) (if applicable)

1100, Robert-Bourassa Boulevard, Suite 400
Montréal, Québec, Canada H3B 3A5
+1 (514) 285-5552
(Address and telephone number of Registrant’s principal executive offices)

C T Corporation System
28 Liberty Street
New York, New York, USA 10005
+1 (212) 894-8940
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

None

Securities registered or to be registered to Section 12(g) of the Act:

Class A subordinate voting shares




Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

For annual reports, indicate by check mark the information filed with this form:

☒  Annual Information Form                ☒ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

92,030,852 Class A subordinate voting shares and 7,274,248 Class B multiple voting shares

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days:

Yes  ☒        No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files):

Yes  ☒        No  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act:
Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards† provided pursuant to Section 13(a) of the Exchange Act: ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report: ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐


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EXPLANATORY NOTE

Alithya Group inc. (“Alithya”, the “Company” or the “Registrant”) is a Canadian issuer eligible to prepare and file this annual report on Form 40-F (collectively with the exhibits filed herein, the “Annual Report”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933, as amended. Accordingly, equity securities of the Registrant are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder. The Registrant’s class A subordinate voting shares started trading on the Toronto Stock Exchange and the Nasdaq Stock Market LLC (“Nasdaq”) on November 2, 2018, but were voluntarily delisted from Nasdaq on February 19, 2024. Accordingly, section 12(b) of the Exchange Act does not apply to the Registrant, but sections 12(g) and 15(d) of the Exchange Act will continue to apply so long as the class A subordinate voting shares remain registered with the U.S. Securities Exchange Commission.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report contains or incorporates by reference statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of 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 the Company, and other information related to the Company’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 are presented for the sole purpose of assisting investors and others in understanding the Company’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 the Company’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 the Company’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 “Risk and Uncertainties” of our Management’s Discussion and Analysis for the fiscal years ended March 31, 2025 and March 31, 2024, included in and incorporated into this Annual Report as Exhibit 99.3, and in the Company’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 the Company or that the Company 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 or incorporated by reference in this Annual Report are qualified by these cautionary statements. Forward-looking statements contained herein are made only as of the date of this Annual Report and those contained in other documents incorporated by reference are made only as of the date of such other documents. The Company expressly disclaims any obligation to update or alter 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.

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DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Registrant is permitted, under the multijurisdictional disclosure system adopted by the United States, to prepare this Annual Report mainly in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant also prepares its consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. IFRS differ in some significant respects from United States generally accepted accounting principles (“U.S. GAAP”) and thus the Registrant’s financial statements may not be comparable to financial statements of United States companies. In addition, differences may arise in subsequent periods related to changes in IFRS or U.S. GAAP or due to new transactions that the Registrant enters into. The Registrant is not required to prepare a reconciliation of its consolidated financial statements and related footnote disclosures between IFRS and U.S. GAAP and has not quantified such differences.

PRINCIPAL DOCUMENTS

A.    Annual Information Form

The Registrant’s Annual Information Form for the fiscal year ended March 31, 2025 (the “2025 AIF”) is attached as Exhibit 99.1 to this Annual Report and incorporated herein by reference.

B.    Audited Annual Financial Statements

The Registrant’s audited annual consolidated financial statements for the fiscal years ended March 31, 2025 and March 31, 2024, including the reports of the independent registered public accounting firm, KPMG LLP, Montréal, Canada (Auditor Firm ID: 85) (“KPMG”), are attached as Exhibit 99.2 to this Annual Report and incorporated herein by reference.

C.    Management’s Discussion and Analysis

The Registrant’s Management’s Discussion and Analysis for the fiscal years ended March 31, 2025 and March 31, 2024 (the “2025 MD&A”) is attached as Exhibit 99.3 to this Annual Report and incorporated herein by reference.

CONTROLS AND PROCEDURES

A.    Certifications

The certifications required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act are attached as Exhibits 99.4, 99.5, 99.6 and 99.7 to this Annual Report and incorporated herein by reference.

B.    Disclosure Control and Procedures

The information provided under the headings “Management’s Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting – Management’s Report on Disclosure Controls and Procedures” and “Management’s Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting – Limitations on Effectiveness of Disclosure Control and Procedures and Internal Control over Financial Reporting” in the Registrant’s 2025 MD&A attached as Exhibit 99.3 to this Annual Report is incorporated by reference herein.

C.    Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The information provided under the headings “Management’s Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting – Management’s Report on Internal Control over Financial Reporting”, “Management’s Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting – Status on Management’s Remediation Plan” and “Management’s Evaluation of Disclosure Controls and Procedures – Limitations on Effectiveness of Disclosure Control and Procedures and Internal Control over Financial Reporting” in the Registrant’s 2025 MD&A attached as Exhibit 99.3 to this Annual Report is incorporated by reference herein.
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D.    Attestation Report of the Registered Public Accounting Firm

The effectiveness of the Registrant's internal control over financial reporting as of March 31, 2025 has been audited by KPMG, the independent registered public accounting firm who also audited the Registrant’s audited annual consolidated financial statements for the fiscal years ended March 31, 2025 and 2024. KPMG’s report is included as part of the Registrant’s audited annual consolidated financial statements attached as Exhibit 99.2 to this Annual Report and is incorporated by reference herein.

E.    Changes in Internal Control over Financial Reporting

The information provided under the heading “Management’s Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting – Changes in Internal Control over Financial Reporting” in the Registrant’s 2025 MD&A attached as Exhibit 99.3 to this Annual Report is incorporated by reference herein.

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant’s board of directors (the “Board”) has determined that it has at least one “audit committee financial expert” (as such term is defined in item 8(b) of General Instruction B to Form 40-F) serving on its Audit and Risk Management Committee (the “Audit Committee”). The Board has determined that Robert Comeau is an audit committee financial expert and is independent within the meaning of applicable U.S. Securities and Exchange Commission (“SEC”) regulations and of the Nasdaq Stock Market LLC rules.

Mr. Comeau is a corporate director who serves as lead director of the Registrant. Before becoming a corporate director in 2018, he acted as a consultant between 2015 and 2018, and served as Chief Financial Officer of both public and private companies, including Lumenpulse Inc., from 2012 to 2015, Aveos Fleet Performance Inc., from 2009 to 2011, and Emergis Inc., from 2005 to 2008. Mr. Comeau also held various positions over 17 years at Nortel Networks Corporation, including as Vice-President, Finance and Operations. Mr. Comeau previously served as director and Chair of the Audit Committee of H2O Innovation Inc. from 2017 to 2021 as well as Special Committee Member of Groupe Conseil FXInnovation Inc. from 2014 to 2017. Mr. Comeau was a Chartered Professional Accountant (CPA) from 2013 to 2021. He holds a Bachelor’s degree in accounting from HEC Montréal.

Form 40-F rules indicate that the designation of Mr. Comeau as an audit committee financial expert does not (i) result in him being deemed an “expert” including without limitation for purposes of Section 11 of the Securities Act of 1933, as amended, (ii) impose on him any duties, obligations or liability that are greater than the duties, obligations and liability imposed on him as a member of the Audit Committee and of the Board in absence of such designation, or (iii) affect the duties, obligations or liability of any other member of the Audit Committee or the Board.

CODE OF ETHICS

The Registrant has adopted a code of business conduct (the “Code”) applicable to its principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. This Code is intended to qualify as a “code of ethics” within the meaning of Form 40-F rules. The Code is available on the Registrant’s website at www.alithya.com/investors/governance. No waivers (i.e. a material departure from a provision) or implicit waivers to the Code were granted in favor of the principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. Unless specifically referred to herein, information on the Registrant’s website shall not be deemed to be incorporated by reference in this Annual Report.
PRINCIPAL ACCOUNTANT FEES AND SERVICES

KPMG, Montréal, Canada (Auditor Firm ID: 85), acted as the Registrant’s independent registered public accounting firm for the fiscal years ended March 31, 2025 and 2024. See section titled “External Auditor Service Fee” in the Registrant’s 2025 AIF, for the amounts billed to the Registrant by KPMG for services performed in the last two fiscal years by category of service (audit fees, audit-related fees, tax fees and all other fees), and section titled “Audit and Risk Management Committee – Pre-approval Policy and Procedures” in the Registrant’s 2025 AIF, for a description of the Registrant’s pre-approval policy and procedures and the services approved thereunder, which sections are incorporated herein by reference.

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OFF-BALANCE SHEET ARRANGEMENTS

The information provided under the headings “Off-Balance Sheet Arrangements” and “Contractual Obligations” in the Registrant’s 2025 MD&A attached as Exhibit 99.3 as well as under note 15 titled “Commitments and Contingencies” in the Registrant’s audited annual consolidated financial statements for the fiscal years ended March 31, 2025 and March 31, 2024 attached as Exhibit 99.2 are incorporated by reference herein.

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The information provided under the heading “Contractual Obligations” in the Registrant’s 2025 MD&A attached as Exhibit 99.3 is incorporated by reference herein.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a separately designated standing audit committee, named the Audit and Risk Management Committee, established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the Audit and Risk Management Committee are Dana Ades-Landy, Robert Comeau and C. Lee Thomas.

INTERACTIVE DATA FILE

The Registrant is submitting its Interactive Data File as Exhibit 101 to this Annual Report.

MINE SAFETY DISCLOSURE

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Not applicable.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities. The Registrant has previously filed with the SEC a Form F-X in connection with the class of securities in relation to which the obligation to file this annual report on Form 40-F arises.
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SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
 
ALITHYA GROUP INC.
By: /s/ Nathalie Forcier
Name: Nathalie Forcier
Title: Chief Legal Officer and Corporate Secretary
Date: June 12, 2025

EXHIBIT INDEX
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Document
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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Annual Information Form of Alithya Group inc.
For the year ended March 31, 2025

June 12, 2025









Exhibit 99.1



TABLE OF CONTENTS
DIVIDENDS
10
10
10
11
11
11
13
13
13
13
13
14
514
14
6
15
15
715
716
7
Securities Subject to Contractual Restrictions on Transfer
10
ALITHYA - Annual Information Form i


GENERAL INFORMATION
This Annual Information Form is dated June 12, 2025. Unless otherwise indicated, all information disclosed herein is provided as at March 31, 2025, references to “Alithya”, “we”, “our”, “us”, “the Company” or similar terms refer to Alithya Group inc. and its subsidiaries, references to the “Board” refer to the board of directors of Alithya Group inc., references to “subordinate voting shares” and “multiple voting shares” refer to the Class A subordinate voting shares and the Class B multiple voting shares of Alithya Group inc., respectively, and all monetary amounts are in Canadian dollars.
FORWARD-LOOKING STATEMENTS
This Annual Information Form contains or incorporates by reference statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of 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 the Company, and other information related to the Company’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 contained or incorporated by reference in this Annual Information Form include, among other things, information or statements about: (i) the Company’s ability to generate sufficient earnings to support its operations; (ii) the Company’s ability to take advantage of business opportunities and meet its goals set in its three-year strategic plan; (iii) the Company’s ability to maintain and develop its business, including by broadening the scope of its service offerings, leveraging artificial intelligence (“AI”), its geographic presence and its smart shore capabilities, its expertise, and its integrated offerings, and by entering into new contracts and penetrating new markets; (iv) the Company’s growth strategy, future operations, and prospects, including its expectations regarding future revenue resulting from bookings and backlog and providing stakeholders with long-term growing return on investment; (v) the Company’s ability to service its debt and raise additional capital; (vi) the Company’s estimates regarding its financial performance, including its revenues, profitability, costs and expenses, gross margins, liquidity, capital resources, and capital expenditures; (vii) the Company’s ability to identify suitable acquisition targets and realize the expected synergies or cost savings relating to the integration of such acquisitions; and (viii) the Company’s ability to balance, meet and exceed the needs of its stakeholders.
Forward-looking statements are presented for the sole purpose of assisting investors and others in understanding the Company’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 the Company’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 the Company’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 the factors discussed under the section titled “Risks and Uncertainties” of the Company’s management’s discussion and analysis for the fiscal years ended March 31, 2025 and 2024, incorporated by reference into this Annual Information Form under the section titled “Risks and Uncertainties”, and the Company’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 the Company or that the Company 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 or incorporated by reference in this Annual Information Form are qualified by these cautionary statements. Unless otherwise indicated, forward-looking statements contained herein are made only as of the date of this Annual Information Form and those contained in other documents incorporated by reference are made only as of the date of such other documents. The Company expressly disclaims any obligation to update or alter 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.

ALITHYA - Annual Information Form 2


CORPORATE STRUCTURE
Name, Address and Incorporation
Alithya Group inc. (formerly 9374-8572 Québec Inc.) was incorporated on March 8, 2018 under the Business Corporations Act (Québec) (the “QBCA”). The Company was created for the purpose of the business combination between Alithya Canada Inc. (formerly Alithya Group Inc.) (“Pre-IPO Alithya”), incorporated on April 2, 1992 under the Companies Act (Québec), Alithya USA, Inc. (formerly Edgewater Technology, Inc.) (“Edgewater”), a corporation incorporated on March 12, 1996 under the laws of Delaware and previously listed on the Nasdaq Stock Market LLC (“Nasdaq”), and 9374-8572 Delaware Inc. (“U.S. Merger Sub”), a corporation governed under the laws of Delaware and a wholly-owned subsidiary of the Company.
On March 15, 2018, the Company, Pre-IPO Alithya, Edgewater and U.S. Merger Sub entered into an arrangement agreement, which was amended on September 10, 2018 and October 17, 2018 (the “Arrangement Agreement”). On November 1, 2018, and pursuant to the terms of the Arrangement Agreement, among other things, (i) the Company acquired Pre-IPO Alithya, by way of a statutory plan of arrangement under the QBCA (the “Arrangement”), and (ii) U.S. Merger Sub merged with and into Edgewater, with Edgewater being the surviving corporation (the “Merger”). The Arrangement and the Merger are collectively referred to herein as the “Edgewater Transaction”. Following completion of the Edgewater Transaction, shareholders of Pre-IPO Alithya and Edgewater became shareholders of the Company, and each of Pre-IPO Alithya and Edgewater became wholly owned subsidiaries of the Company. On November 2, 2018, the Company’s subordinate voting shares commenced trading on the Toronto Stock Exchange (“TSX”) and on the Nasdaq under the symbol “ALYA”. The subordinate voting shares of the Company were subsequently voluntarily delisted from Nasdaq on February 19, 2024.
Alithya’s head and registered office is located at 1100, Robert-Bourassa Boulevard, Suite 400, Montréal, Québec, Canada, H3B 3A5.
Intercorporate Relationships
Below is the list of the Company’s principal subsidiaries as at March 31, 2025, each of which is directly or indirectly wholly‑owned by it. Certain subsidiaries whose total assets did not represent more than 10% of the Company’s consolidated assets or whose revenues did not represent more than 10% of the Company’s consolidated revenues as at March 31, 2025, based on the Company’s annual audited consolidated financial statements for the fiscal year ended March 31, 2025, have been omitted. These omitted subsidiaries represented as a group less than 20% of the consolidated assets and revenues of the Company as at March 31, 2025.
ENTITYJURISDICTIONPERCENTAGE OWNERSHIP
Alithya Canada Inc.Québec, Canada100%
Alithya Consulting Inc.Québec, Canada100%
Alithya Digital Technology CorporationOntario, Canada100%
Alithya Financial Solutions, Inc.Delaware, USA100%
Alithya France SASFrance100%
Alithya Fullscope Solutions, Inc.Delaware, USA100%
Alithya Numérique Maroc SARLAU
Morocco100%
Alithya Ranzal LLCDelaware, USA100%
Alithya USA, Inc.Delaware, USA100%
Alithya Zero2Ten, Inc.
Delaware, USA
100%
Datum Consulting Group, LLCIndiana, USA100%
Datum Cybertech India Pvt Ltd.India100%
DCG Team UK LimitedUnited Kingdom100%
Vitalyst, LLCDelaware, USA100%
XRM Vision Inc.(1)
Québec, Canada
100%
XRM Vision Maroc SARLAU
Morocco
100%
(1) XRM Vision Inc. was amalgamated with Alithya Canada Inc. effective April 1, 2025.

ALITHYA - Annual Information Form 3


GENERAL DEVELOPMENT OF THE BUSINESS
Recently Announced Developments
On May 31, 2025, the Company acquired all of the issued and outstanding shares of US-based eVerge Interests, Inc. and its subsidiaries (“eVerge”), a group specializing in enterprise application and transformation services with expertise in Salesforce Customer Relationship Management (CRM), and Oracle Human Capital Management (HCM) and Customer Experience (CX), with offshoring capabilities in India, for a total consideration of US$23.5 million, all payable in cash, comprised of (i) US$18.8 million payable in three installments (60% at closing and 20% on each of May 31, 2026 and 2027 (each, an “Anniversary Date”)); and (ii) a potential earnout consideration of US$4.7 million, subject to certain post-closing conditions, payable in two installments (50% within 90 days of the first Anniversary Date and 50% on the second Anniversary Date).
Fiscal 2025 Developments
Debbie Di Gregorio was appointed Interim Chief Financial Officer on June 28, 2024, succeeding Claude Thibault, a position she held until December 9, 2024, when Nicolas Lavoie was appointed Chief Financial Officer. Ms. Di Gregorio was reappointed Interim Chief Financial Officer on March 26, 2025 following Mr. Lavoie’s departure for personal reasons.
On December 1, 2024, the Company acquired all of the issued and outstanding shares of Canadian-based XRM Vision Group Inc. and XRM Vision World Inc. and their Canadian and Moroccan subsidiaries (the “XRM Acquisition”), a recognized Microsoft partner with offshoring capabilities in Morocco, for a total consideration of up to $34.4 million comprised of (i) $7.4 million paid in cash at closing; (ii) final working capital adjustments of $0.6 million; (iii) $5.8 million paid by the issuance of 3,449,103 subordinate voting shares at closing, including 1,724,553 subordinate voting shares subject to a contractual degressive clawback; (iii) $8.6 million of deferred cash consideration, payable over three years on December 1, 2025, 2026 and 2027; and (iv) a potential earnout consideration of up to $12 million, subject to certain post-closing conditions, payable in cash (75%) and shares (25%).
On February 12, 2025, the Company’s second amended and restated credit agreement was amended to, among others, extend its maturity date from April 1, 2026 to April 1, 2027.
Fiscal 2024 Developments
On September 13, 2023, the Company announced the renewal of its normal course issuer bid (“NCIB”) to purchase for cancellation up to 2,411,570 subordinate voting shares, representing 5% of the Company’s public float as of the close of markets on September 7, 2023. Purchases for cancellation under the NCIB commenced on September 20, 2023 and ended on September 19, 2024. Purchases could be made on the open market through the facilities of the TSX, or through alternative trading systems, if eligible, or outside the facilities of the TSX pursuant to exemption orders issued by securities regulatory authorities. Purchases could also be made on the Nasdaq until February 9, 2024. The Company did not renew its NCIB following the end of the program on September 19, 2024.
On December 22, 2023, the Company entered into a second amended and restated credit agreement to, among others, extend its maturity date from April 1, 2024 to April 1, 2026 and allow for annual extensions, and increase the principal amount of the Company’s credit facility (the “Credit Facility”) to $140 million and the accordion to $50 million.
On January 30, 2024, the Company announced it was consolidating the trading of its subordinate voting shares on the TSX and that it was voluntarily delisting from the Nasdaq. On February 9, 2024, the subordinate voting shares ceased trading on the Nasdaq and were officially delisted on February 19, 2024.
During the year ended March 31, 2024, the Company purchased for cancellation 500,560 subordinate voting shares for approximately $1 million at a weighted average price of $1.91 under the previous and current NCIB. As at March 31, 2024, the Company could still purchase up to 2,007,049 subordinate voting shares for cancellation under the current NCIB.
Fiscal 2023 Developments
On April 1, 2022, the Company acquired all the issued and outstanding shares of Canadian-based Trafic 3W Inc., an information technology (“IT”) consulting firm specialized in the digital transformation in Québec, for total consideration of approximately $2 million, paid in cash and through the issuance of 83,449 subordinate voting shares. Immediately following the acquisition, Trafic 3W Inc. was amalgamated with Alithya Consulting Inc.
On July 1, 2022, the Company acquired all the issued and outstanding equity interests of US-based Datum Consulting Group, LLC and its international affiliates, a leader in IP digital transformation services for data-rich entities specialized in application modernization and data migration and with offshoring capabilities in India and Eastern Europe, for a total consideration of approximately up to US$45.5 million, consisting of (i) US$13.6 million paid in cash at closing; (ii) US$4.3 million paid by the issuance of 1,867,262 subordinate voting shares at closing; (iii) US$10.3 million of deferred cash consideration, payable over three years on July 1, 2023, 2024 and 2025; (iv) deferred share consideration of 1,867,261 subordinate voting shares with a value of US$4.3 million; and (v) a potential earnout consideration of up to US$13 million, subject to certain post-closing conditions, payable over three years in 2023, 2024 and 2025, in cash (75%) and shares (25%). The consideration payable in cash at closing was financed by a $2.5 million draw on the Company’s IQ Loan, and the remainder through available funds under the Company’s Credit Facility.
ALITHYA - Annual Information Form 4


On September 14, 2022, the Company announced the renewal of its NCIB to purchase for cancellation up to 2,491,128 subordinate voting shares, representing 5% of the Company’s public float as of the close of markets on September 8, 2022. Purchases for cancellation under the then current NCIB commenced on September 20, 2022 and ended on September 19, 2023. Purchases could be made on the open market through the facilities of the TSX and Nasdaq, or through alternative trading systems, if eligible, or outside the facilities of the TSX pursuant to exemption orders issued by securities regulatory authorities.
On January 30, 2023, Bernard Dockrill joined the Company as Chief Operating Officer and Claude Rousseau, the former Chief Operating Officer, was appointed Special Advisor to the President and Chief Executive Officer, a position he held until his retirement on March 31, 2023.
On September 29, 2022 and February 13, 2023, the Company’s amended and restated credit agreement was amended to, among others, include an accordion provision pursuant to which the maximum amount of the Credit Facility was increased from $125 million to $140 million during a period ending no later than January 31, 2023 (the “Bulge Period”), and to change applicable margins during the Bulge Period.
During the year ended March 31, 2023, the Company purchased for cancellation 378,425 subordinate voting shares for approximately $1 million at a weighted average price of $2.77 under the then current NCIB. As at March 31, 2023, the Company could still purchase up to 2,396,589 subordinate voting shares for cancellation under the then current NCIB.
DESCRIPTION OF THE BUSINESS
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 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.
ALITHYA - Annual Information Form 5


Business Structure
Alithya has three operating and reportable segments based on the regional geographic areas in which it operates: Canada, the U.S. and International.
The following table presents Alithya’s revenues, in total and by reportable segment, for the fiscal years ended March 31, 2025 and 2024:
FISCAL YEAR ENDED MARCH 31
Reportable Segments20252024
Canada$251,902,000 $277,544,000 
U.S.$200,515,000 $192,493,000 
International$21,064,000 $21,088,000 
Total$473,481,000 $491,125,000 
For additional information on our operating and reportable segments and the Company’s revenues from customers for each category of services per reportable segments, please refer to note 23 “Segment and Geographical Information” of the Company’s annual consolidated financial statements for the fiscal years ended March 31, 2025 and 2024, which is incorporated herein by reference. The annual consolidated financial statements for the fiscal years ended March 31, 2025 and 2024 are available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on the Company’s website at www.alithya.com under the “Investors” section.
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 business transformation. We are committed to helping clients modernize operations, enhance customer experiences, 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.
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 - Annual Information Form 6


Alithya’s strategic process begins with its agile approach to aligning 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, employees, investors and partners. To ensure that it remains innovative and relevant, Alithya strives to meet or exceed the expectations of its stakeholders, including optimizing employee experiences, assisting its clients in achieving their missions, and creating greater value for its investors.
Clients by Market Sectors
Alithya’s clients are mainly concentrated in the financial services, insurance, healthcare, manufacturing, government, energy, higher education, telecommunications, transportation and logistics, and professional services sectors. The majority are large multinational to upper mid-market companies. Alithya seeks to cultivate collaborative and flexible service engagements that are designed to adapt to clients’ evolving priorities and challenges.
Client Approach Philosophy
With a client-centric and flexible service delivery philosophy, Alithya focuses on diligently supporting its clients in identifying and achieving their evolving objectives through a deep understanding of their industry and the ability to deliver solutions and services that address their specific business needs. Alithya strives to sustain high levels of client satisfaction and exceed client expectations which is key to the renewal of existing contracts and entry into new ones. Alithya’s agile approach aims at providing an optimal alignment with clients, in order to enable them to overcome their challenges and attain their goals with strategic consulting, enterprise transformation and business enablement services. Alithya’s goal is to become its clients’ trusted advisor by developing long-term relationships that extend beyond just project delivery.
Alithya also seeks to be an active participant in the ongoing consolidation and evolution of the digital technology industry and to leverage its expertise and solutions to offer clients an alternative to larger traditional digital technology solution providers. Alithya is continually looking to expand its capacity and broaden the scope of its service offerings through targeted business acquisitions. Growth through business acquisitions can offer Alithya opportunities to better serve existing clients with additional talent, technology, complementary services and greater scale. Through such business acquisitions, Alithya aims at expanding its existing client relationships by adding capacity in new geographic locations, while opening doors for existing capabilities into new client relationships.
Alithya believes that its growth strategy through business acquisitions also represents an opportunity to achieve the scale that is increasingly required for mandates awarded by government and private organizations, as well as an opportunity for potential business acquisition candidates to benefit from Alithya’s established relationships, access to market and preferred supplier status.
Sales, Marketing and Strategic Partners
Alithya markets and sells its services directly through its professional staff, senior management and direct sales personnel operating out of its offices, which are strategically located in Canada, the U.S. and internationally.
To provide its clients with the solutions best suited to their needs, Alithya maintains strategic partnerships with industry leaders, including Microsoft, Oracle, Amazon Web Services (AWS), Salesforce (since the acquisition of eVerge) and others. Such partnerships are, however, generally terminable at will by either party.
Human Capital
With more than 2,800 professionals as at March 31, 2025, none of which were covered by collective bargaining agreements, Alithya views its professionals as its greatest asset and an important competitive advantage and therefore strives on offering them a world-class work experience. As such, as part of its three-year strategic plan, Alithya has set to achieve best-in-class employee engagement by fostering a culture of collaboration, diversity and ownership, by cultivating employee well-being and personal growth and by investing in the development of its leaders and employees.
Alithya also prides itself on offering to eligible professionals the right to acquire subordinate voting shares of Alithya pursuant to its Employee Share Purchase Plan (“ESPP”). The ESPP allows Alithya’s professionals to participate in the success they create, instills the ownership culture envisioned by Alithya and ensures strong dedication to offering quality services to clients.
Specialized Skills and Knowledge
Alithya operates in an industry where the skills and knowledge required to serve its clients are constantly evolving and are in high demand from market competitors. Alithya relies on a threefold approach to ensure it always lines-up the right team to meet its clients’ needs. Firstly, to retain and maintain highly-skilled professionals, Alithya offers its professionals competitive compensation packages along with leadership and core competencies development programs. These programs include the Mercuriades award-winning Alithya Leadership Academy and the Leading@Alithya as a People Manager, two programs offered in collaboration with the Executive Institute of McGill University. Secondly, Alithya actively seeks talented and skilled professionals through various recruitment strategies, including an employee referral bonus program, a skilled recruitment team, participation at career fairs, and widespread job postings. Thirdly, Alithya is always on the lookout for opportunities to complement its team’s expertise and industry knowledge through targeted business acquisitions.
ALITHYA - Annual Information Form 7


Principal Offices Locations
Alithya has a presence in Canada, the U.S. and internationally and services its clients from its principal offices in the locations listed in the table below.
CANADAUNITED STATESINTERNATIONAL
Montréal, Québec
Alpharetta, GAAix-en-Provence, France
Québec, Québec
Austin, TX
Sophia-Antipolis, France
Pickering, Ontario
Bala Cynwyd, PA
Bangalore, India*
Toronto, Ontario

Hyderabad, India*
Kenitra Morocco*
Tangier, Morocco*
*Identifies locations where Alithya operates offshore delivery centers.
Intellectual Property
Through its practices and expertise, Alithya leverages its proprietary innovations, accelerators, methodologies and other intellectual property when providing strategic advice to its clients. Alithya relies on a combination of trademarks, laws that protect intellectual property rights, regardless of whether such rights are registered, as well as contractual restrictions, such as confidentiality agreements, assignment of rights and licenses, to protect its intellectual property rights. Alithya also owns licenses in a number of trademarks, copyrights, and other intellectual property rights relating to its solutions and services.
Alithya’s intellectual property portfolio includes the following solutions:
•Alithya Adaptive LearningTM: This on-demand, subscription-based platform helps drive usage and awareness of Microsoft applications as well as other key software tools, enabling organizations to improve their return on investment by enhancing user proficiency and productivity and supporting transformative change enablement.
•Alithya AI-FITM solutions: These solutions leverage Alithya’s range of proprietary applications using AI and machine learning technologies. A play on the term hi-fi, short for high fidelity, the Alithya AI-FITM solutions brand integrates the concepts of AI and fidelity (FI). The Alithya AI-FITM solutions include a variety of solutions for the trading industry, the energy industry and others.
•Alithya CoPlanTM: A Microsoft-based solution designed to help businesses go from planning to project execution. With a focus on ease of use, rapid time to value, financial controls and taking the administrative overhead out of project management, Alithya CoPlanTM lets businesses deliver work across their entire portfolio while aligning their strategic objectives and business goals.  
•Alithya Rapid Migration ToolTM: This solution provides the ability to migrate legacy solutions to more modern robotic process automation (“RPA”) solutions. lt facilitates the ability to analyze code insights, prioritize process migrations, and transform and generate migrated processes code into a selected RPA solution. This solution saves time and costs, and reduces errors and risks.
•Alithya Rapid QATM: This solution allows clients to test the functionality of applications on all platforms and in any programming language by running a series of systematic and repeatable tests and presents the results and status through sophisticated dashboards. Alithya offers versions of this solution designed to automate testing of Oracle modules and Microsoft D365 applications.
•Alithya Rapid SuiteTM: This suite of solutions streamlines and automates time-consuming manual processes using the power of intelligent document processing. It uses AI to transform unstructured content into structured data, analyzes and categorizes the information, and helps manage business-critical documents.
•Alithya SIDERTM: This solution facilitates distribution of medical results to healthcare facilities and to centralized electronic health records. It acts as an integrated system for the electronic distribution of results, facilitating the work of healthcare professionals, health clinics and laboratory managers involved in monitoring medical results.
•CASSITM Analytics and KPIs: These solutions help nuclear plants and the energy sector reduce the work needed to generate and distribute maintenance performance reports and provide insight into opportunities to streamline maintenance. The CASSITM software drives accountability and tracks progress against corporate and site-based performance goals for work week leaders, planners, schedulers, operations and maintenance staff.
Alithya also offers a range of accelerators and intellectual property designed to bolster enterprise application implementations, such as Microsoft, Oracle and Salesforce (since the acquisition of eVerge). The intellectual property, methods, and add-on modules used by Alithya are designed to meet the specific requirements of various industries. These customized intellectual assets effectively support business processes and help address the unique needs of each sector.
While its proprietary intellectual property is important to its success, Alithya believes its business as a whole is not currently materially dependent on any particular intellectual property right, as its expertise spans from its practices and from providing high-end consulting advice to its client base.
ALITHYA - Annual Information Form 8


RISK AND UNCERTAINTIES
A discussion of the risks and uncertainties to which the Company is subject is presented in the section titled “Risks and Uncertainties” of the Company’s management’s discussion and analysis for the fiscal years ended March 31, 2025 and 2024, incorporated herein by reference, and in the Company’s other materials that are made public from time to time, all of which are available on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov and on the Company’s website at www.alithya.com under the “Investors” section. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial could also have a material adverse effect on its financial position, financial performance, cash flows, business or reputation. Please refer to the section titled “Forward-Looking Statements” of this Annual Information Form for a discussion of the risks associated with forward‐looking statements.
CAPITAL STRUCTURE
Description of Securities
The authorized share capital of the Company consists of (i) an unlimited number of subordinate voting shares, without par value, which are listed under the symbol ALYA on the TSX, (ii) an unlimited number of multiple voting shares, without par value, which are held by a limited number of holders, except that no further multiple voting shares can be issued, except pursuant to the exercise of options to purchase multiple voting shares that were issued and outstanding as at November 1, 2018, and (iii) an unlimited number of preferred shares, without par value, issuable in series. On January 1, 2025, in connection with an internal reorganization, the Company amended its articles to create two series of preferred shares, each consisting of an unlimited number of shares: the Series A preferred shares and the Series B preferred shares. As at March 31, 2025, 92,030,852 subordinate voting shares, 7,274,248 multiple voting shares and no preferred shares were issued and outstanding.
The following summary of the material features of the Company’s authorized share capital is given subject to the detailed provisions of its articles.
Voting Rights
Each subordinate voting share entitles its holder to one vote per share, and each multiple voting share entitles its holder to ten votes per share at any meeting of shareholders, other than meetings at which only the holders of a particular class or series of shares are entitled to vote due to statutory provisions or the specific attributes of this class or series. If and when issued, preferred shares will have such voting rights as may be determined by the Board at the time of issuance thereof. Subject to the provisions of the QBCA or as otherwise provided in the Company’s articles, the Series A preferred shares and Series B preferred shares are not entitled to receive notice of, nor to attend or vote at, meetings of the shareholders of the Company.
The subordinate voting shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws in that they do not carry equal voting rights with the multiple voting shares. In the aggregate, all of the voting rights associated with the subordinate voting shares represented, as at March 31, 2025, 55.85% of the voting rights attached to all of the issued and outstanding shares.
Rights to Dividends and Rights upon Winding-up and Dissolution
Subject to the prior rights of holders of preferred shares which rank prior to subordinate voting shares and multiple voting shares, if and when issued, holders of subordinate voting shares and multiple voting shares are entitled to receive pari passu any dividends and the remainder of the Company’s property in the event of a voluntary or involuntary winding up or dissolution, or any other distribution of assets among shareholders for the purposes of winding up the Company’s affairs.
The holders of Series A preferred shares and Series B preferred shares are entitled to receive, as and when declared by the Board, in preference and priority to any payment of distributions on the subordinate voting shares and the multiple voting shares and over any other shares of any other class ranking junior to the Series A preferred shares and Series B preferred shares, pari passu with the holders of each series of preferred shares, non-cumulative preferential dividends.
In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation or any other distribution of assets among shareholders for the purposes of winding up the Company’s affairs, the holders of Series A preferred shares and Series B preferred shares are entitled to receive for each Series A or Series B preferred share, as applicable, in preference and priority to any distribution of the property of the Company to the holders of subordinate voting shares and multiple voting shares or to any other shares of any other class ranking junior to the Series A or Series B preferred shares, as applicable, but pari passu with the holders of each series of preferred shares, an amount equal to the Series A or Series B Preferred Redemption Price (as defined in Section C paragraph 6.1 of the Company’s articles) plus all declared and unpaid dividends thereon, but shall not be entitled to share any further in the distribution of the property of the Company.
ALITHYA - Annual Information Form 9


Conversion Rights
Multiple voting shares are, at the holder’s entire discretion, convertible into subordinate voting shares on a share for share basis and shall be automatically converted upon their transfer to a person who is not a Permitted Holder (as defined below) or upon the death of a Permitted Holder, unless acquired by any of the remaining Permitted Holders in accordance with the terms of the voting agreement dated November 1, 2018 entered into between the Permitted Holders (the “Voting Agreement”), a copy of which is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The multiple voting shares are not convertible into any other class of shares. Under applicable Canadian laws, an offer to purchase multiple voting shares would not necessarily require that an offer be made to purchase subordinate voting shares. However, as indicated above, multiple voting shares shall be automatically converted into subordinate voting shares on a share for share basis upon their transfer to a person who is not a Permitted Holder.
If and when issued, preferred shares will have such conversion rights as may be determined by the Board at the time of issuance thereof. The Series A and Series B preferred shares are not convertible into, or exchangeable for, any other class of shares of the Company.
For purposes of the above and below paragraphs, a “Permitted Holder” means each of Paul Raymond, Ghyslain Rivard, and Pierre Turcotte, and the entities over which they have control.
Restrictions on Transfer
Subject to the terms of the Voting Agreement, Permitted Holders cannot sell or otherwise transfer multiple voting shares to a person who is not a Permitted Holder, unless they first convert those shares into subordinate voting shares on a share for share basis, and then transfer such subordinate voting shares.
Securities Subject to Contractual Restrictions on Transfer
On December 1, 2024, the Company issued 3,449,103 subordinate voting shares as part of the XRM Acquisition, of which a portion is subject to a contractual degressive clawback. The table below outlines the number of securities that are subject to a contractual restriction and the percentage that number represents of the outstanding securities of that class for the Company’s most recently completed financial year:
DESIGNATION OF CLASS
NUMBER OF SECURITIES THAT ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER(1)
PERCENTAGE OF CLASS
(%)
subordinate voting shares
1,724,5531.87
(1) One sixth of the securities that are subject to the contractual restriction on transfer are scheduled to be released on each of December 1, 2025, 2026 and 2027, provided, however, that the shareholders entitled to the release are still employed by, or rendering services to, the Company on such dates. If a shareholder ceases to do so, subordinate voting shares that remain subject to restrictions at such time shall be surrendered for cancellation for no consideration or forfeited to the Company.
DIVIDENDS
The Company does not currently expect to pay dividends in the foreseeable future. The Company anticipates that it will retain all earnings, if any, to support its operations. Any future determination as to the payment of dividends will, subject to Canadian legal requirements and the Company’s articles, be at the sole discretion of the Board and will depend on the Company’s financial condition, results of operations, capital requirements and other factors the Board deems relevant. Currently, the provisions of the Company’s Credit Facility place certain limitations on the amount of dividends that the Company could pay.
MARKET FOR SECURITIES
Trading Price and Volume
Alithya’s subordinate voting shares started trading on the TSX and Nasdaq under the symbol “ALYA” on November 2, 2018, but were voluntarily delisted from the Nasdaq on February 19, 2024. As required by securities regulation, the table below shows the monthly range of high and low prices per share and the total monthly volumes for Alithya’s subordinate voting shares on the TSX for the fiscal year ended March 31, 2025.
MONTHHIGH ($)LOW ($)MONTHLY VOLUME
April 20242.181.97381,884 
May 20242.182.02287,806 
June 20242.302.06740,453 
July 20242.171.78511,377 
August 20242.011.75511,575 
ALITHYA - Annual Information Form 10


MONTHHIGH ($)LOW ($)MONTHLY VOLUME
September 20241.861.67936,125 
October 20241.911.67399,118 
November 20241.861.55542,235 
December 20241.801.48945,414 
January 20251.721.54593,571 
February 20252.311.561,120,034 
March 20252.121.67369,889 
Normal Course Issuer Bid and Share Purchases for Cancellation
On September 13, 2023, the Company announced that it was renewing its NCIB to purchase for cancellation up to 2,411,570 subordinate voting shares, representing 5% of the Company’s public float as of the close of markets on September 7, 2023. Purchases for cancellation under the NCIB commenced on September 20, 2023 and ended on September 19, 2024. The Company did not renew its NCIB following the end of the program on September 19, 2024. Please refer to the section titled “General Development of the Business – Fiscal 2024 Developments” earlier in this Annual Information Form for more information on the Company’s former NCIB.
DIRECTORS AND OFFICERS
Board of Directors
The articles of the Company provide that the Board shall consist of a minimum of 3 and a maximum of 15 directors. As at March 31, 2025, the Board was comprised of 9 directors. The following table lists the name and place of residence of the directors, as well as their current principal occupation and other positions they have held over the past five years, if any.
NAME AND PLACE OF RESIDENCEPOSITION WITH THE COMPANYPRINCIPAL OCCUPATION
DIRECTOR SINCE(1)
OTHER POSITIONS HELD OVER THE PAST FIVE YEARS
Dana Ades-Landy
Québec (Canada)
DirectorContract Position in the Special Loans Group, National Bank of Canada (Canadian chartered bank)November 2016
Chief Executive Officer, Heart & Stroke Foundation of Canada (Québec)
André P. Brosseau
Québec (Canada)
DirectorPresident and Chief Executive Officer, Du Musée Investments Inc. (family office)
September 2022
-
Robert Comeau
Québec (Canada)
Lead DirectorCorporate Director and Lead Director of the CompanyMay 2018-
Ines Gbegan
Québec (Canada)
Director
Vice President of Finance, Biron Health Group Inc. (company offering medical laboratory expertise)
March 2024
Senior Director, Finance, Biron Health Group Inc.

Vice President, Finance, Quebec and Maritimes, Transdev Canada Inc.

Manager, Corporate Accounting, Enerkem Inc.
Lucie Martel
Québec (Canada)
DirectorCorporate DirectorSeptember 2019Senior Vice President and Chief Human Resources Officer, Intact Financial Corporation
Paul Raymond
Québec (Canada)
President and Chief Executive Officer, and DirectorPresident and Chief Executive Officer of the CompanyJune 2011-
Ghyslain Rivard
Québec (Canada)
DirectorFounder of the Company and Corporate DirectorApril 1992-
C. Lee Thomas
Ohio (USA)
Director
Chair of the Board of Trustees of Baldwin Wallace University
November 2018Executive in Residence at the School of Business of Baldwin Wallace University
Pierre Turcotte
Québec (Canada)
Chair of the Board, and DirectorCorporate Director and Chair of the Board of the CompanyJune 2011-
(1)     Includes periods during which certain directors served as directors of Pre-IPO Alithya.
ALITHYA - Annual Information Form 11


The directors of the Company are elected annually at the Company’s annual meeting of shareholders. They hold office until their term expires at the following annual meeting of shareholders, subject to re-election, retirement, resignation or earlier vacancy. 9429-1143 Québec Inc. (a subsidiary of Quebecor Media Inc.) (“Quebecor”) and La Capitale Civil Service Insurer Inc. (which was amalgamated with SSQ, Life Insurance Company Inc. to form Beneva Inc. on January 1, 2023) (“Beneva”) are each party to an Investor Rights Agreement entered into with the Company on April 1, 2021 and pursuant to which the Company shall propose for election a candidate designated by each of Quebecor and Beneva until each of them ceases to beneficially own at least 10% of the issued and outstanding subordinate voting shares of the Company. André P. Brosseau was proposed by Quebecor and Ines Gbegan was proposed by Beneva for appointment to the Board.
The mandate for the Board provides that the Board shall be constituted at all times of a majority of individuals who are independent directors within the meaning of applicable Canadian and U.S. securities laws (the “Independence Rules”). Based on the information received from each director and having taken into account the independence criteria set forth in the Independence Rules, the Board concluded that all directors are independent, with the exception of Paul Raymond, who is not independent as he is the President and Chief Executive Officer of the Company. All other directors of the Company, namely Dana Ades-Landy, André P. Brosseau, Robert Comeau, Ines Gbegan, Lucie Martel, Ghyslain Rivard, C. Lee Thomas and Pierre Turcotte, have no material relationship with the Company and are, in the reasonable opinion of the Board, independent directors within the meaning of the Independence Rules.
The Board has an Audit and Risk Management Committee, a Corporate Governance and Nominating Committee and a Human Capital and Compensation Committee. The table below sets out the composition of each committee.
AUDIT AND RISK MANAGEMENT COMMITTEE(1)
CORPORATE GOVERNANCE AND NOMINATING COMMITTEEHUMAN CAPITAL AND COMPENSATION COMMITTEE
Dana Ades-LandyLucie MartelLucie Martel (Chair)
Robert Comeau (Chair)Ghyslain RivardGhyslain Rivard
C. Lee ThomasPierre Turcotte (Chair)Pierre Turcotte
(1) Ines Gbegan also attends the meetings of the Audit and Risk Management Committee as an observer.
Executive Officers
The following table lists the name and place of residence of the executive officers of the Company as at June 12, 2025, as well as their current position with the Company and other positions they have held over the past five years, if any.
NAME
CURRENT POSITION
EXECUTIVE OFFICER SINCE (1)
OTHER POSITIONS HELD OVER THE PAST FIVE YEARS
Amar Bukkasagaram
Indiana (USA)
Senior Vice President, Industry Solutions
June 2023
Senior Vice President, Data Solutions, Alithya
President, Datum Consulting Group, LLC
Giulia Cirillo
Québec (Canada)
Chief Human Capital Officer
April 2023
Senior Vice President and Chief Human Resources and Global Communications Officer, PSP Investments
Debbie Di Gregorio(2)
Québec (Canada)
Interim Chief Financial Officer
June 2024
Vice President Finance, Alithya
Bernard Dockrill
New Hampshire (USA)
Chief Operating OfficerJanuary 2023Senior Vice President, CGI Information Technologies & Solutions Inc.
Mike Feldman
Idaho (USA)
Senior Vice President, Enterprise Applications and Transformation
July 2025
Senior Vice President, Oracle, Alithya
Vice President, Oracle Healthcare, Alithya
Nigel Fonseca
Ontario (Canada)
Senior Vice President, Ontario and Western CanadaJune 2018-
Nathalie Forcier
Québec (Canada)
Chief Legal Officer and Corporate SecretarySeptember 2018-
Robert Lamarre
Québec (Canada)
Chief Information OfficerApril 2016-
Dany Paradis
Québec (Canada)
Senior Vice President, QuébecNovember 2018
Senior Vice President, Québec and Oracle Practices Canada, Alithya
Senior Vice President, Integrated Management Solutions, Alithya
Paul Raymond
Québec (Canada)
President and Chief Executive Officer, and DirectorApril 2011-
John Scandar
Québec (Canada)
Senior Vice President, Microsoft
November 2018-
(1)    Includes periods during which certain executive officers served as executive officers of Pre-IPO Alithya.
ALITHYA - Annual Information Form 12


Directors’ and Executive Officers’ Share Ownership
As at June 12, 2025, the directors and executive officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 6,027,320 subordinate voting shares and 7,274,248 multiple voting shares, representing respectively 6.55% of the issued and outstanding subordinate voting shares and 100% of the issued and outstanding multiple voting shares.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
To the knowledge of the Company and based upon information provided to it by the Company’s directors and executive officers, no such person (including any personal holding company), is or has been, in the last ten years, a director, chief executive officer or chief financial officer of a company, including Alithya, that: (a) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days while the director or executive officer was acting in that capacity; or (b) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days that was issued after the director or executive officer ceased to act in that capacity, but which resulted from an event that occurred while the director or executive officer was acting in that capacity.
Other than as disclosed below, to the knowledge of the Company and based upon information provided to it by the Company’s directors, executive officers and shareholders holding sufficient securities to affect materially the control of the Company, as applicable, no such person (including any personal holding company): (a) is, or has been in the last ten years, a director or executive officer of any company (including Alithya) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, in the last ten years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold their assets. Mr. Rivard was a director of Facilis Inc. (“Facilis”) from November 1, 2021 to March 8, 2023. On March 8, 2023, Facilis initiated bankruptcy proceedings and a trustee was appointed to hold its assets.
To the knowledge of the Company and based upon information provided to it by the Company’s directors, executive officers and shareholders holding sufficient securities to affect materially the control of the Company, as applicable, no such person (including any personal holding company) has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.
Conflicts of Interest
To the knowledge of the Company, no director or officer of the Company has any existing or potential material conflicts of interest with the Company or any of its subsidiaries.
AUDIT AND RISK MANAGEMENT COMMITTEE
The Audit and Risk Management Committee (the “Audit Committee”), of which the charter is attached as Appendix “A” to this Annual Information Form, is currently composed of 3 members: Robert Comeau (Chair), Dana Ades-Landy and C. Lee Thomas, who have been members of the Audit Committee since at least the Company’s annual meeting of shareholders held on September 10, 2024. Each member of the Audit Committee is “independent” and “financially literate” within the meaning of the Independence Rules.
Relevant Education and Experience
The education and experience of each Audit Committee member that is relevant to the performance of his or her responsibilities as an Audit Committee member is as follows:
•Robert Comeau brings significant financial expertise to the Audit Committee. He served as Chief Financial Officer of both public and private companies from 2005 to 2015 and acted as Chair of the Audit Committee of H2O Innovation Inc., from 2017 to 2021. Mr. Comeau holds a Bachelor’s degree in accounting from HEC Montreal and was a Chartered Professional Accountant (CPA) from 2013 to 2021.
•Dana Ades-Landy has extensive financial expertise. With more than 25 years of experience as an executive in the banking industry, including executive leadership positions at Scotiabank, Laurentian Bank and National Bank of Canada, she currently works in the Special Loans Group of National Bank of Canada which she had run for over seven years in her previous time at this institution. Ms. Ades-Landy also serves as director and member of the Audit Committee of Sagen MI Canada Inc. since 2021 and as member of the Departmental Audit Committee of the National Research Council of Canada since September 2024. She previously acted as director and member of the Audit Committee of First Lion Holdings Inc. from 2018 to 2024, as Chair of the Audit Committee of First Lion Holdings Inc. from 2018 to 2022, as well as director and Chair of the Audit Committee of the Canada Mortgage and
ALITHYA - Annual Information Form 13


Housing Corporation from 2017 to 2020. Ms. Ades-Landy holds a Master of Business Administration in Finance and Accounting from Concordia University.
•C. Lee Thomas brings valuable financial expertise to the Audit Committee. He held various roles at Ernst & Young LLP from 1976 to 2014, including that of Managing Partner of its Cleveland office, Leader of its Northeast Ohio Market Segment, and global client serving audit partner. Mr. Thomas currently acts as Chair of the Board of Trustees of Baldwin Wallace University and as financial consultant for Regional Brands Inc. He previously served as director and Chair of the Audit Committee of Technical Consumer Products International. Mr. Thomas holds a Bachelor’s degree in accounting from Baldwin Wallace University and is a Certified Public Accountant (CPA).
Pre‐approval Policy and Procedures
The Audit Committee has adopted a policy and procedures for the pre-approval of engagement for services of its external auditor, which list prohibited services that the external auditor may not provide and require pre-approval of all audit and non-audit services provided by the external auditor.
For all permitted services, a request for pre-approval must be submitted to the Audit Committee through the Chief Financial Officer prior to engaging the external auditor to perform the services. The Audit Committee considers such requests, if applicable, on a quarterly basis, and, if acceptable, pre-approves such audit and non-audit services. During its deliberations, the Audit Committee assesses, among other factors, whether the services requested are prohibited and whether they, and the fees related thereto, could impair the independence of the Company's external auditor.
Notwithstanding the foregoing, in the interest of efficiency:
•The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve services from time to time. The Chair must, however, present all pre-approved non-audit services to the Audit Committee at the next regularly scheduled meeting.
•Certain permitted services are pre-approved with an envelope by the Audit Committee and thereafter only require approval by the Chief Financial Officer prior to the engagement. For services not covered by the pre-approved envelopes and costs in excess of the pre-approved amounts, separate requests for pre-approval must be submitted to the Audit Committee.
•At each meeting of the Audit Committee, a consolidated summary of all fees by service type is presented including a breakdown of fees incurred within each of the pre-approved envelopes.
The Board also approves, on an annual basis, on the recommendation of the Audit Committee, the proposed fees to be charged to the Company by the external auditor for the next audit.
EXTERNAL AUDITOR SERVICE FEE
For the years ended March 31, 2025 and 2024, the following fees were billed to the Company by KPMG LLP (“KPMG”), the Company’s external auditor:
FISCAL YEAR ENDED MARCH 31
20252024
Audit fees(1)
$1,557,118 $1,887,250 
Audit-related fees(2)
$133,750 —
Tax fees(3)
——
All other fees(4)
—$45,000 
Total$1,690,868 $1,932,250 
(1)    “Audit fees” means the aggregate fees billed for professional services rendered by the external auditor for the audit of the Company’s annual consolidated financial statements and internal control over financial reporting, the review of the Company’s interim condensed consolidated financial statements, and the audit of the Company’s internal controls over financial reporting.
(2)    “Audit-related fees” are fees billed for assurance and related services rendered by the external auditor that are reasonably related to the performance of the audit of the Company’s annual consolidated financial statements and that are not included in audit services which are included in the “Audit fees” category. For the fiscal year ended March 31, 2025, audit-related fees consisted of fees billed in connection with financial due diligence assistance.
(3)    “Tax fees” means the aggregate fees billed for professional services rendered by the external auditor for tax compliance and tax advice.
(4)    “All other fees” includes the aggregate of all other fees. For the fiscal year ended March 31, 2024, other fees consisted of fees billed in connection with IT advisory services.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
During the ordinary course of conducting its business, Alithya may be threatened with or become subject to legal proceedings initiated by third parties or Alithya’s clients or regulatory proceedings from the authorities. Alithya currently has no material legal or regulatory proceedings pending.
ALITHYA - Annual Information Form 14


INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
To the knowledge of the Company and based upon information provided to it by the Company’s directors and executive officers, there were no (a) directors or executive officers, (b) persons that beneficially own, or control or direct, directly or indirectly, more than 10% of Alithya’s subordinate voting shares or multiple voting shares, or (c) any associate or affiliate of persons referred to in (a) and (b), with a material interest in any transaction within the three most recently completed financial years that has materially affected the Company or is reasonably expected to materially affect the Company.
TRANSFER AGENT AND REGISTRAR
The Company’s transfer agent for the Company’s subordinate voting shares and multiple voting shares is TSX Trust Company (“TSX Trust”), whose head office is located in Toronto, Ontario. Share transfer service is available at TSX Trust’s Montréal (Québec) and Toronto (Ontario) offices in Canada.
MATERIAL CONTRACTS
Except for those contracts entered into in the ordinary course of business, the following material contract of the Company was entered into during the year ended March 31, 2025 and is still in effect as of the date hereof:
•Amending Agreement no. 1 to the Second Amended and Restated Credit Agreement entered into on February 12, 2025 among the Company, The Bank of Nova Scotia, as Administrative Agent, the other lenders identified therein and each of the guarantors party thereto. Please refer to the section titled “General Development of the Business – Fiscal 2025 Developments” earlier in this Annual Information Form for more information on the content of this agreement.
INTERESTS OF EXPERTS
KPMG is the external auditor of the Company and has prepared (i) the report relating to the audit of the Company’s annual consolidated financial statements for the fiscal years ended March 31, 2025 and 2024 and notes thereto, presented under the International Financial Reporting Standards as issued by the International Accounting Standards Board, and (ii) the report relating to the audit of the Company’s internal controls over financial reporting as at March 31, 2025, both of which are included with the Company’s annual consolidated financial statements for the fiscal year ended March 31, 2025. KPMG has confirmed that it is independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations and also that it is an independent accountant with respect to the Company under all relevant U.S. professional and regulatory standards.
ADDITIONAL INFORMATION
Additional information, including, without limitation, directors’ and officers’ remuneration and indebtedness, principal shareholders of the Company, and securities authorized for issuance under equity compensation plans is contained in the Company’s management information circular prepared in respect of its annual meeting of shareholders held on September 10, 2024.
Additional information regarding the Company, including financial information, can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, including the Company’s annual audited consolidated financial statements and management’s discussion and analysis for the fiscal years ended March 31, 2025 and 2024 and the aforementioned management information circular. Those documents may also be obtained from the Company at no charge upon request at:
Investor Relations
Alithya Group inc.
1100, Robert-Bourassa Boulevard
Suite 400
Montréal, Québec, H3B 3A5
Tel.: 1-844-985-5552
Email: investorrelations@alithya.com
Those documents, as well as all of the Company’s news releases, are also available on the Company’s website at www.alithya.com. Information contained in or otherwise accessible through the Company’s website is not incorporated by reference into this Annual Information Form.

ALITHYA - Annual Information Form 15


APPENDIX A - AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER
PURPOSE
1.The Audit and Risk Management Committee (the “Committee”) is a standing committee appointed by the board of directors (the “Board”) of Alithya Group inc. (the “Company”). The Committee is established to fulfil applicable public company obligations relating to audit committees and to assist the Board in fulfilling its oversight responsibilities with respect to financial reporting including responsibility to:
(a)    oversee the integrity of the Company’s financial statements and financial reporting system, including the audit process, the Company’s internal control over financial reporting and disclosure controls and procedures, and compliance with related legal and regulatory requirements;
(b)    oversee the qualifications and independence of the external auditor;
(c)    oversee the work of the Company's financial management, internal auditors, if any, and external auditor in these areas; and
(d)    provide an open avenue of communication between the external auditor, the internal auditors, if any, the Board and management, as applicable.
2.In addition, the Committee shall review disclosure on matters related to the Committee and the external auditor to be made in the Company’s annual management information circular and other annual and periodic disclosure documents, in accordance with applicable rules and regulations. The Committee is also responsible for assisting the Board in fulfilling its responsibilities relating to pension matters, if any.
3.The function of the Committee is oversight. It is not the duty or responsibility of the Committee or its members (i) to plan or conduct audits, (ii) to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles or (iii) to conduct other types of auditing or accounting reviews or similar procedures or investigations. The Committee, its Chair and its members are members of the Board of the Company, appointed to the Committee to provide broad oversight of the financial, risk and control related activities of the Company, and are not involved nor responsible for the day-to-day operations or performance of such activities.
4.Management is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management is also responsible for maintaining appropriate accounting and financial reporting principles and policies, systems of risk assessment, internal control over financial reporting and disclosure controls and procedures designed to provide reasonable assurance (i) that assets are safeguarded and transactions are properly authorized, recorded and reported, (ii) that material information relating to the Company is made known to the Chief Executive Officer and Chief Financial Officer, (iii) that information required to be disclosed by the Company in its annual, 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 (iv) regarding the effectiveness and efficiency of operations, the reliability of financial reporting and compliance with accounting standards and applicable laws and regulations. Management is also responsible for testing the effectiveness of the internal control over financial reporting and disclosure controls and procedures annually and reporting on such effectiveness. The external auditor is responsible for planning and carrying out an audit of the Company’s annual financial statements in accordance with generally accepted auditing standards to provide reasonable assurance that, among other things, such financial statements are in accordance with generally accepted accounting principles. Where required pursuant to applicable laws, the external auditor is also responsible for planning and carrying out an audit of the Company’s internal control over financial reporting.
PROCEDURES
5.Composition – The Committee shall be comprised of at least three members. None of the members of the Committee shall be an officer or employee of the Company or any of its subsidiaries and each member of the Committee shall be an independent director within the meaning of applicable Canadian securities laws.
All members of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement and be “financially literate” (as that term is defined from time to time under the requirements or guidelines for audit committee service under applicable Canadian and United States securities laws and the rules of the Toronto Stock Exchange). At least one member of the Committee must also be an “audit committee financial expert” (as that term is defined from time to time under the requirements or guidelines for audit committee service under applicable Canadian and United States securities laws and the rules of the Toronto Stock Exchange and Nasdaq).
ALITHYA - Annual Information Form 16


6.Appointment and Replacement of Committee Members – Any member of the Committee may be removed or replaced at any time by the Board and shall automatically cease to be a member of the Committee upon ceasing to be a director. The Board may fill vacancies on the Committee by appointing another director to the Committee. The Board shall fill any vacancy if the membership of the Committee is less than three directors. Whenever there is a vacancy on the Committee, the remaining members may exercise all of the Committee’s powers as long as a quorum remains in office. Subject to the foregoing, the members of the Committee shall be appointed or confirmed by the Board annually and each member of a Committee shall remain on the Committee until such member’s successor is duly appointed or such member ceases to be a director.
7.Committee Chair – The Board shall designate the Chair by majority vote. If the Chair is absent from a meeting, the members shall select a Chair from those in attendance to act as Chair of the meeting. The Chair of the Committee shall be responsible for leadership of the Committee assignments and reporting to the Board.
8.Conflicts of Interest – If a Committee member faces a potential or actual conflict of interest relating to a matter before the Committee, other than matters relating to the compensation of directors, that member shall be responsible for notifying the Committee Chair of such conflict. If the Committee Chair faces a potential or actual conflict of interest, the Committee Chair shall advise the Chair of the Board (or the Lead Director if the Committee Chair and the Chair of the Board are the same person). If the Committee Chair, the Chair of the Board or the Lead Director, as the case may be, concurs that a potential or actual conflict of interest exists, the member faced with such conflict shall disclose to the Committee his or her interest and shall not participate in consideration of the matter and shall not vote on the matter.
9.Service on Multiple Audit Committees – Members of the Committee may not serve on the audit committee of more than two other publicly-traded companies unless the Board has first determined that such simultaneous service would not impair the ability of the applicable director to serve on the Committee.
10.Compensation of Committee Members – The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.
11.Meetings – The Committee shall meet regularly at times necessary to perform the duties described herein in a timely manner, but not less than four times a year and any time the Company proposes to issue a press release with its quarterly or annual earnings information. Meetings may be held at any time deemed appropriate by the Committee. The Committee may meet in person and by telephone or electronic means.
(a)    Calling of Meetings – The Committee shall meet as often as it deems appropriate to execute its responsibilities. Notice of the time and place of every meeting shall be given in writing, by any means of transmitted or recorded communication, including email or other electronic means that produces a written copy, to each member of the Committee at least 24 hours prior to the time fixed for such meeting, with a copy to the Chair of the Board, the Chief Executive Officer and the Corporate Secretary of the Company. However, a member may in any manner waive a notice of a meeting. Attendance of a member at a meeting constitutes a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called. Whenever practicable, the agenda for the meeting and the meeting materials shall be provided to members before each Committee meeting in sufficient time to provide adequate opportunity for their review. The notice of meeting does not, however, need to state the purpose for which the meeting is being held.
(b)    Quorum – A majority of the members constitute a quorum for the transaction of the Committee business.
(c)    Secretary of Meeting – The Chair of the Committee shall designate a person who need not be a member of the Committee to act as secretary or, if the Chair of the Committee fails to designate such a person, the Corporate Secretary of the Company shall be secretary of the meeting of the Committee. The agenda of the Committee meeting will be prepared by the Chair of the Committee, working with the Corporate Secretary and, whenever reasonably practicable, circulated to each member prior to each meeting.
(d)    Minutes – Minutes of the proceedings of the Committee shall be kept in a minute book provided for that purpose. The minutes of the Committee meetings shall accurately record the discussions of and decisions made by the Committee, including all recommendations to be made by the Committee to the Board and shall be distributed to all Committee members.
12.Separate Executive and In-Camera Meetings – The Committee shall meet periodically with the Chief Financial Officer, the head of the internal audit function (if other than the Chief Financial Officer) and the external auditor in separate executive sessions to discuss any matters that the Committee or each of these groups believes should be discussed privately and such persons shall have access to the Committee to bring forward matters requiring its attention. The Committee shall also meet without management present at every regular meeting.
13.Professional Assistance – The Committee may require the external auditor and internal auditors, if any, to perform such supplemental reviews or audits as the Committee may deem desirable. In addition, the Committee may, at the Company’s expense, retain special legal, accounting, financial or other consultants to advise the Committee in executing its duties.
ALITHYA - Annual Information Form 17


14.Reliance – Absent actual knowledge to the contrary (which shall be promptly reported to the Board), each member of the Committee shall be entitled to rely on (i) the integrity of those persons or organizations within and outside the Company from which it receives information, (ii) the accuracy of the financial and other information provided to the Committee by such persons or organizations and (iii) representations made by management and the external auditor as to any information technology, audit and other non-audit services provided by the external auditor to the Company and its subsidiaries.
15.Reporting to the Board – The Committee will report through the Committee Chair to the Board following meetings of the Committee on matters considered by the Committee, its activities and compliance with this Charter.
16.Outsiders May Attend Meetings – The Committee may invite members of management or others to attend meetings or provide information as necessary. The Company’s external auditor will have direct access to the Committee at their own initiative.
Powers
17. The Committee shall have the following powers:
(a)    Access – The Committee is entitled to full access to all books, records, facilities and personnel of the Company and its subsidiaries. The Committee may require such officers, directors and employees of the Company and its subsidiaries and others as it may see fit from time to time to provide any information about the Company and its subsidiaries it may deem appropriate and to attend and assist at meetings of the Committee.
(b)    Delegation – The Committee may delegate from time to time to any person or committee of persons any of the Committee’s responsibilities that lawfully may be delegated.
(c)    Adoption of Policies and Procedures – The Committee may adopt policies and procedures for carrying out its responsibilities.
RESPONSIBILITIES
Selection and Oversight of CFO and Key Financial Executives
18.Appointments of key financial executives involved in the financial reporting process of the Company, including the Chief Financial Officer, shall require the prior review of the Committee.
Selection and Oversight of the External Auditor
19.The external auditor is ultimately accountable to the Committee and the Board as the representative of the shareholders of the Company and shall report directly to the Committee and the Committee shall so instruct the external auditor. The Committee shall annually evaluate the performance of the external auditor and recommend to the Board the appointment of the external auditor to put forward for shareholder approval at the next annual meeting for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company. If the Committee deems it in the best interest of the Company to proceed with a change in external auditor, the Committee shall report to the Board the reasons for the change and any other significant issues related to the change, including the response of the incumbent external auditor, and enquire on the qualifications of the proposed external auditor before approving or rejecting the proposed change in external auditor.
20.The Committee shall approve in advance the terms of engagement and shall recommend to the Board the compensation to be paid by the Company to the external auditor with respect to the conduct of the annual audit. The Committee may approve policies and procedures for the pre-approval of services to be rendered by the external auditor, which policies and procedures shall include reasonable detail with respect to the services covered. All non-audit services to be provided to the Company or any of its affiliates by the external auditor or any of their affiliates which are subject to pre-approval by the Committee shall be approved by the Committee or the Chair of the Committee, in accordance with the audit committee pre-approval policy and procedures (the “Committee’s Pre-Approval Policy and Procedures”).
21.The Committee shall annually review the independence of the external auditor and shall make recommendations to the Board on appropriate actions to be taken which the Committee deems necessary to protect and enhance the independence of the external auditor. In connection with such review, the Committee shall:
(a)    actively engage in a dialogue with the external auditor about all relationships or services that may impact the objectivity and independence of the external auditor;
(b)    require that the external auditor submit to it, at least annually, a formal written statement delineating all relationships between the Company and its subsidiaries, on one hand, and the external auditor, on the other hand, that may reasonably be considered to bear on the external auditor’s independence;
(c)    ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by applicable law;
ALITHYA - Annual Information Form 18


(d)    consider whether there should be a regular rotation of the external audit firm itself; and
(e)    consider the external auditor independence standards promulgated by applicable auditing regulatory and professional bodies.
22.The Committee may approve any permissible non-audit engagements of the external auditor and its affiliates to the Company and its affiliates in accordance with applicable laws and the Committee’s Pre-Approval Policy and Procedures.
23.The Committee shall approve and annually review the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor, and ensure compliance therewith where applicable.
24.The Committee shall require the external auditor to provide to the Committee, and the Committee shall review and discuss with the external auditor, all reports which the external auditor is required to provide to the Committee or the Board under rules, policies or practices of professional or regulatory bodies applicable to the external auditor, and any other reports which the Committee may require. Such reports shall include:
(a)    a description of the external auditor’s internal quality-control procedures, any material issues raised by the most recent internal quality-control review, or peer review, of the external auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more audits carried out by the external auditor, and any steps taken to deal with any such issues; and
(b)    a report describing (i) all critical accounting policies and practices to be used in the annual audit, (ii) all alternative treatments of financial information within generally accepted accounting principles related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditor and (iii) other material written communication between the external auditor and management, such as any management letter or schedule of unadjusted differences.
25.The Committee shall review the performance of the external auditor, including assessing their effectiveness and quality of service, annually and, every 5 years, perform a comprehensive review of the performance of the external auditor over multiple years to provide further insight on the audit firm, its independence and application of professional skepticism.
26.The Committee is responsible for resolving disagreements between management and the external auditor regarding financial reporting.
Appointment and Oversight of Internal Auditors
27.The appointment, terms of engagement, compensation, replacement or dismissal of internal auditors, if any, shall be subject to prior review and approval by the Committee. When the internal audit function is performed by employees of the Company, the Committee may delegate responsibility for approving the employment, term of employment, compensation and termination of employees engaged in such function other than the head of the Company’s internal audit function.
28.The Committee shall obtain from the internal auditors, if any, and shall review summaries of significant reports to management prepared by the internal auditors, or the actual reports if requested by the Committee, and management’s responses to such reports, as applicable.
29.The Committee shall, as it deems necessary and applicable, communicate with the internal auditors, if any, with respect to their reports and recommendations, the extent to which prior recommendations have been implemented and any other matters that the internal auditors bring to the attention of the Committee. The head of the internal audit function shall have unrestricted access to the Committee.
30.The Committee shall, annually or more frequently as it deems necessary and applicable, evaluate the internal auditors, if any, including their activities, organizational structure and qualifications and effectiveness.
Oversight and Monitoring of Audits
31.The Committee shall review with the external auditor, the internal auditors, if any, and management, as applicable, the audit function generally, the objectives, staffing, locations, co-ordination, reliance upon management and internal audit and general audit approach and scope of proposed audits of the financial statements of the Company and its subsidiaries, the overall audit plans, the responsibilities of management, the internal auditors and the external auditor, the audit procedures to be used and the timing and estimated budgets of the audits.
32.The Committee shall meet periodically or as it deems necessary and applicable, with the internal auditors, if any, to discuss the progress of their activities and any significant findings stemming from internal audits and any difficulties or disputes that arise with management and the adequacy of management’s responses in correcting audit-related deficiencies.
ALITHYA - Annual Information Form 19


33.The Committee shall discuss with the external auditor any difficulties or disputes that arose with management or the internal auditors, if any, during the course of the audit and the adequacy of management’s responses in correcting audit-related deficiencies.
34.The Committee shall review with management the results of internal and external audits.
35.The Committee shall take such other reasonable steps as it may deem necessary to satisfy itself that the audit was conducted in a manner consistent with all applicable legal requirements and auditing standards of applicable professional or regulatory bodies.
Oversight and Review of Accounting Principles and Practices
36.The Committee shall, as it deems necessary, oversee, review and discuss with management, the external auditor and the internal auditors, if any:
(a)    the quality, appropriateness and acceptability of the Company’s accounting principles and practices used in its financial reporting, changes in the Company’s accounting principles or practices and the application of particular accounting principles and disclosure practices by management to new transactions or events;
(b)    all significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including the effects of alternative methods within generally accepted accounting principles on the financial statements and any “second opinions” sought by management from another external auditor with respect to the accounting treatment of a particular item;
(c)    any material change to the Company’s auditing and accounting principles and practices as recommended by management, the external auditor or the internal auditors, if any, or which may result from proposed changes to applicable generally accepted accounting principles;
(d)    the effect of regulatory and accounting initiatives on the Company’s financial statements and other financial disclosures;
(e)    any reserves, accruals, provisions, estimates or management programs and policies, including factors that affect asset and liability carrying values and the timing of revenue and expense recognition, that may have a material effect upon the financial statements of the Company;
(f)    the use of special purpose entities and the business purpose and economic effect of off-balance sheet transactions, arrangements, obligations, guarantees and other relationships of the Company and their impact on the reported financial results of the Company;
(g)    any legal matter, claim or contingency that could have a significant impact on the financial statements, the Company’s compliance policies and any material reports, inquiries or other correspondence received from regulators or governmental agencies and the manner in which any such legal matter, claim or contingency has been disclosed in the Company’s financial statements;
(h)    the treatment for financial reporting purposes of any significant transactions which are not a part of the Company’s ordinary course of business;
(i)    the use of any “pro forma” or “adjusted” information not in accordance with generally accepted accounting principles; and
(j)    management’s determination of goodwill impairment, if any, as required by applicable accounting standards.
37.The Committee will review and resolve disagreements between management and the external auditor regarding financial reporting or the application of any accounting principles or practices.
Oversight and Monitoring of Internal Controls
38.The Committee shall, as it deems necessary, exercise oversight of, review and discuss with management, the external auditor and the internal auditors, if any:
(a)    the adequacy and effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures and the recommendations of management, the external auditor and the internal auditors, if any, for the improvement of such controls;
(b)    any significant deficiency and material weakness in the design of the Company’s internal control over financial reporting, including with respect to computerized information system controls and security; and
(c)    any remediation plan identified in connection with a significant deficiency or material weakness and monitoring thereof.
ALITHYA - Annual Information Form 20


The Committee shall satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, and shall periodically assess the adequacy of those procedures.
Oversight and Monitoring of Reported Unethical Conduct
39.Through the Company’s Whistleblower Policy, the Committee shall maintain and monitor procedures for the receipt and treatment of complaints received by the Company regarding accounting, internal accounting controls or audit matters and the anonymous submission by employees of concerns regarding questionable accounting or auditing matters and review periodically or as it deems necessary and applicable, with management and the internal auditors, if any, these procedures and any significant complaints received.
Oversight and Monitoring of the Company’s Financial Disclosures
40.The Committee shall review with the external auditor and management and recommend to the Board for approval:
(a)    the annual audited financial statements and notes relating thereto and management’s discussion and analysis accompanying such financial statements, the Company’s annual report, if any, and any financial information of the Company contained in any prospectus or information circular of the Company; and
(b)    each set of interim unaudited financial statements and notes related thereto and management’s discussion and analysis accompanying such financial statements and any other disclosure documents or regulatory filings of the Company containing or accompanying financial information of the Company.
Such reviews shall be conducted prior to the release of any summary of the financial results or the filing of such reports with applicable regulators.
41.Prior to their distribution, the Committee shall review earnings press releases, as well as financial information and earnings outlook or guidance, if any, provided to analysts and any ratings agencies, if applicable, it being understood that the discussions related to earnings outlook or guidance shall, in the discretion of the Committee, be done generally (i.e., by discussing the types of information to be disclosed and the type of presentation to be made) and that the Committee need not discuss in advance each instance in which the Company gives earning guidance, provided that the information provided is within the parameters approved by the Committee.
42.The Committee shall review the disclosure with respect to its pre-approval of audit and non-audit services provided by the external auditor.
Oversight of Finance Matters
43.The Committee shall review and make recommendations to the Board concerning the financial structure, condition and strategy of the Company and its subsidiaries, including with respect to annual budgets, long-term financial plans, corporate borrowings, investments, capital expenditures, long-term commitments, dividends and the issuance and/or repurchase of shares.
44.The Committee shall review forecasts prepared by management and discuss differences compared to the budget with management.
45.The Committee shall receive and review:
(a)    periodic reports on compliance with requirements regarding statutory deductions and remittances;
(b)    material policies and practices of the Company respecting cash management and material financing strategies or policies or proposed financing arrangements and objectives of the Company; and
(c)    updates from management on material tax policies and tax planning initiatives, tax payments and reporting and any pending tax audits or assessments.
Risk Oversight and Compliance
46.The Committee shall periodically review and discuss with management the Company’s management’s program of risk assessment and measures taken to mitigate, monitor and control material risks, including through insurance coverage, the use of financial derivatives and hedging activities, etc. The Committee shall also obtain the external auditor’s opinion of management’s assessment of significant financial risks facing the Company and how effectively such risks are being managed or controlled.
47.The Committee shall, more specifically, (A) review and monitor (i) management’s practices and policies with respect to the Company’s major security risks, including physical and cyber security risks, and control thereof, in accordance with applicable legal and regulatory requirements, (ii) security trends that may impact the Company’s operations and business and evolving environment, (iii) contingency plans in the event of a security threat or breach, and (iv) initiatives in terms of the development and implementation of appropriate communications and trainings, and (B)
ALITHYA - Annual Information Form 21


report to the Board on the Company’s compliance with such practices and policies and progress in remedying any significant deficiencies related thereto and, where appropriate, make recommendations.
48.The Committee shall obtain regular updates from management and others, including internal and external auditors and legal counsel, concerning the Company’s compliance with financial related laws and regulations such as tax and financial reporting laws and regulations and legal withholding requirements.
49.The Committee shall review and be updated on material litigations, including provisions taken in connection therewith, and on any communications with securities regulatory authorities and stock exchanges.
Committee Reporting
50.If required by applicable laws or regulations or stock exchange requirements, the Committee may have to prepare, review and approve a report to be delivered to shareholders (the “Report”). In the Report, the Committee may be required, where applicable, to state whether it has:
(a)    reviewed and discussed the audited or unaudited financial statements with management, the external auditor and the internal auditors, if any;
(b)    received from the external auditor all reports and disclosures required under legal, listing and regulatory requirements and this Charter and have discussed such reports with the external auditor, including reports with respect to the independence of the external auditor; and
(c)    based on the reviews and discussions referred to in clauses (a) and (b) above, recommended to the Board that the audited financial statements be included in the Company’s annual report.
Additional Responsibilities
51.The Committee shall maintain and review, as necessary, policies and procedures with respect to the delegation of authority by the Board to employees of the Company and its subsidiaries for day-to-day management.
52.The Committee shall review all transactions that involve the Company on one hand and an officer, a director or a principal shareholder on the other hand, or a company controlled by an officer, a director or a principal shareholder or over which such person exercises significant influence.
53.The Committee shall review and/or approve any other matter specifically delegated to the Committee by the Board and undertake on behalf of the Board such other activities as may be necessary or desirable to assist the Board in fulfilling its oversight responsibilities with respect to financial reporting.
54.The Committee shall review the material features of the Company’s insurance coverage and related premium in light of comparable market practices.
THE CHARTER
The Committee shall review and reassess the adequacy of this Charter at least annually and otherwise as it deems appropriate and recommend changes to the Board. The performance of the Committee shall be evaluated with reference to this Charter annually.
The Committee shall ensure that this Charter is disclosed on the Company’s website and that this Charter or a summary of it which has been approved by the Committee is disclosed in accordance with all applicable securities laws or regulatory requirements in the management information circular or annual report of the Company.
DATED November 1, 2018, as amended on November 11, 2020, November 10, 2021, November 9, 2022, November 13, 2023, July 23, 2024, November 13, 2024 and June 11, 2025.
ALITHYA - Annual Information Form 22
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Annual Consolidated
Financial Statements
of Alithya Group inc.

For the years ended March 31, 2025 and 2024

Exhibit 99.2



TABLE OF CONTENTS
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Operations and Comprehensive Income (Loss)
Notes to Consolidated Financial Statements for the years ended March 31, 2025 and 2024
1.
2
3
4.
Business Acquisition
5.
6.
7.
8.
9
10.
11.
12.
13.
14.
Share-based payments
15.
16.
17.
Earnings (loss) per share
18.
19.
20.
21.
22.
23.
24.
25.
26.
27






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Alithya Group inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Alithya Group inc. (the "Company") as of March 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for the years ended March 31, 2025 and 2024, and the related notes (collectively, the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended March 31, 2025 and 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated June 12, 2025 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.















Page 2

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment test of goodwill

As discussed in note 9 of the consolidated financial statements, the goodwill balance as of March 31, 2025 was $181.4 million. As discussed in note 3 of the consolidated financial statements, goodwill is tested for impairment annually as of March 31, or more frequently, should events or changes in circumstances indicate that it may be impaired. An impairment loss is recognized if the carrying amount of the CGU exceeds its estimated recoverable amount. The recoverable amount of a CGU is the greater of its value in use and its fair value less cost of disposal. Key assumptions of the individual CGUs’ value-in-use include forecasted revenues, cost of revenues and selling, general and administration expenses ("SG&A") applied in the determination of the Company’s three year net operating cash flow forecast, the estimated long-term growth rate used to extrapolate the three year net operating cash flow forecast, and the pre-tax value weighted average cost of capital ("WACC") applied in the determination of the present value of the net operating cash flow forecast. Key assumptions of the individual CGUs’ fair value less cost of disposal include forecasted revenues, cost of revenues, SG&A expenses and other non-cash adjustments applied in the determination of forecasted Adjusted EBITDA, and an implied market multiple applied to forecasted Adjusted EBITDA.

We identified the impairment test of goodwill as a critical audit matter. There was a higher degree of auditor judgment required to evaluate the key assumptions of the individual CGU’s value in use. The sensitivity of reasonably possible changes to those assumptions could have a significant impact on the determination of the recoverable amount of the CGUs and the valuation of goodwill.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s valuation of goodwill process, including controls related to (1) determining the three year net operating cash flow forecast and estimated long-term growth rate used to extrapolate the three year net operating cash flow forecast; and, (2) determining the WACC applied in the determination of the present value of the net operating cash flow forecast. We evaluated each year of the three year net operating cash flow forecast by comparing them to historical actual results and assessed adjustments made to historical actual results through independent corroboration. We involved valuation professionals with specialized skills and knowledge, who assisted in (1) evaluating revenue growth rates applied in the determination of the Company’s three year net operating cash flow forecast to publicly available growth rate estimates for comparable companies; (2) evaluating estimated long-term growth rates of net operating cash flows compared to economic data; and, (3) evaluating the WACC by comparing the inputs to the WACC to publicly available data for comparable companies and assessing the resulting WACC.











Page 3

Revenue recognition for fixed-fee and time and material arrangements applying the input method

As discussed in note 23 of the consolidated financial statements, revenue from fixed fee arrangements and time and material arrangements applying the input method for the year ended March 31, 2025 were $61.4 million and $129.3 million, respectively. As discussed in note 3 of the consolidated financial statements, revenues from consulting services under fixed fee arrangements, and time and material arrangements where contractual billings do not correspond with the value provided to the client and where the outcome of the arrangements can be estimated reliably, are recognized over time based on the measure of progress towards completion. The measure of progress towards completion is determined by comparing labour costs incurred to date to total expected labour costs to complete the service, to arrive at an estimate of the percentage of revenue earned to date. The determination of total expected labour costs to complete a service is based on estimates that can be affected by a variety of factors, including but not limited to, changes in the scope of the contract, delays in reaching milestones, changes in labour mix and rates, previously unidentified complexities in service delivery, or potential claims from customers.

We identified revenue recognition for fixed-fee and time and material arrangements applying the input method as a critical audit matter. There was a higher degree of auditor judgment required to evaluate the total expected labour costs to complete estimates applied to arrive at an estimate of the percentage of revenue earned to date because of the subjective nature of the estimate.

The following are the primary procedures we performed to address this critical audit matter. For a sample of contracts which are uncompleted at the reporting date, we (1) obtained and read customer arrangements and change orders, when applicable, to understand the contract scope and key terms; (2) evaluated the identification of factors that can affect total expected labour costs to complete, including, but not limited to, changes in the scope of the contract, delays in reaching milestones, changes in labour mix and rates, previously unidentified complexities in service delivery, or potential claims from customers; (3) interviewed operational personnel as to the status of projects to evaluate progress to date, the estimate of total labour costs to complete, and factors that can affect total expected labor costs to complete; (4) performed a comparison of total labour costs incurred and the total expected labour costs to complete at the reporting date, to the originally estimated labour costs; and, (5) performed a comparison of actual labour costs incurred for the month subsequent to year end to expected labour costs to complete estimates as at period end over corresponding subsequent periods.

We have served as the Company’s auditor since 2021.

/s/ KPMG LLP


Montréal, Canada
June 12, 2025













REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Alithya Group inc.

Opinion on Internal Control Over Financial Reporting

We have audited Alithya Group inc.’s (the “Company”) internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of financial position of the Company as of March 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for the years ended March 31, 2025 and 2024, and the related notes (collectively, the “consolidated financial statements”), and our report dated June 12, 2025 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, 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. A material weakness related to the control activities in the Company’s revenue processes for fixed-fee and time and material arrangements applying the input method has been identified and included in management’s assessment. The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the “Management’s Report on Internal Control over Financial Reporting” section of the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2025. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.





Page 2

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP


Montréal, Canada
June 12, 2025




CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the years ended March 31,
(in thousands of Canadian dollars, except per share data)20252024
Notes$$
Revenues23473,481 491,125 
Cost of revenues19317,347 341,815 
Gross margin156,134 149,310 
Operating expenses
Selling, general and administrative expenses19116,081 121,558 
Business acquisition, integration and reorganization costs (recovery)20(1,234)3,384 
Depreciation194,523 5,913 
Amortization of intangibles
8
18,926 23,095 
Impairment of goodwill95,144 — 
Foreign exchange (gain) loss(258)102 
143,182 154,052 
Operating income (loss)12,952 (4,742)
Net financial expenses218,882 11,857 
Earnings (loss) before income taxes4,070 (16,599)
Income tax expense
Current121,276 317 
Deferred121,499 (256)
2,775 61 
Net earnings (loss)1,295 (16,660)
Other comprehensive income (loss)
Items that may be classified subsequently to profit or loss
Cumulative translation adjustment on consolidation of foreign subsidiaries3,392 (4)
3,392 (4)
Comprehensive income (loss)4,687 (16,664)
Basic and diluted earnings (loss) per share170.01 (0.17)
The accompanying notes are an integral part of these consolidated financial statements.


Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 7


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As atMarch 31,March 31,
(in thousands of Canadian dollars)20252024
Notes$$
Assets
Current assets
Cash15,956 8,859
Accounts receivable and other receivables
5
95,270 98,808
Unbilled revenues14,803 14,937
Tax credits receivable10,996 9,942
Prepaids 8,680 7,069
145,705 139,615
Non-current assets
Tax credits receivable9,979 10,938
Other assets1,327 2,267 
Property and equipment
6
3,960 4,590
Right-of-use assets
7
4,277 5,606
Intangibles
8
74,450 81,273
Deferred tax assets
12
4,875 5,715
Goodwill
9
181,407 166,493
425,980 416,497
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities
10
80,899 74,917 
Deferred revenues25,024 25,293
Current portion of lease liabilities
7
3,546 4,136
Current portion of long-term debt
11
8,059 12,687
117,528 117,033
Non-current liabilities
Contingent consideration
4
5,359 4,082
Long-term debt
11
101,860 104,695
Lease liabilities
7
5,449 7,384
Deferred tax liabilities
12
11,228 8,099
241,424 241,293
Shareholders' equity
Share capital
13
316,685 312,409
Deficit(155,075)(157,370)
Accumulated other comprehensive income7,998 4,606
Contributed surplus14,948 15,559
184,556 175,204
425,980 416,497
Commitments and contingencies
15
The accompanying notes are an integral part of these consolidated financial statements.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the years ended March 31,
(in thousands of Canadian dollars, except per share data)
NotesShares
issued
Share capitalDeficitAccumulated other
comprehensive
income
Contributed
surplus
Total
Number$$$$$
Balance as at March 31, 202495,415,248 312,409 (157,370)4,606 15,559 175,204 
Net earnings — — 1,295 — — 1,295 
Other comprehensive income— — — 3,392 — 3,392 
Total comprehensive income— — 1,295 3,392 — 4,687 
Share-based compensation14— — — — 2,327 2,327 
Share-based compensation granted on business acquisitions14— — — — 1,683 1,683 
Share-based compensation related to contingent consideration adjustment granted on Datum Acquisition, to be settled in shares20— — — — (1,255)(1,255)
Issuance of Subordinate Voting Shares pursuant to vesting of share-based compensation granted on business acquisitions13622,420 1,971 — — (1,971)— 
Issuance of Subordinate Voting Shares pursuant to the XRM Acquisition133,449,103 2,875 — — — 2,875 
Shares purchased for cancellation13(205,483)(717)315 — — (402)
Shares purchased for settlement of RSUs13,14(69,840)(244)96 — — (148)
Delivery of Subordinate Voting Shares upon settlement of RSUs13,1469,840 169 — — (266)(97)
Issuance of Subordinate Voting Shares from settlement of PSUs13,1423,812 222 245 — (521)(54)
Cash settlement of DSUs issued as share-based compensation14— — 70 — (262)(192)
Cash settlement of PSUs issued as share-based compensation14— — 274 — (346)(72)
Total contributions by, and distributions to, shareholders3,889,852 4,276 1,000 — (611)4,665 
Balance as at March 31, 202599,305,100 316,685 (155,075)7,998 14,948 184,556 
Balance as at March 31, 202395,195,816 311,967 (141,481)4,610 14,092 189,188 
Net loss— — (16,660)— — (16,660)
Other comprehensive loss— — — (4)— (4)
Total comprehensive loss— — (16,660)(4)— (16,664)
Share-based compensation14— — — — 2,764 2,764 
Share-based compensation granted on business acquisitions14— — — — 2,099 2,099 
Share-based compensation related to contingent consideration adjustment, granted on Datum Acquisition, to be settled in shares20— — — — (865)(865)
Issuance of Subordinate Voting Shares pursuant to vesting of share-based compensation granted on business acquisitions13622,421 1,924 — — (1,924)— 
Shares purchased for cancellation13(493,878)(1,724)771 — — (953)
Issuance of Subordinate Voting Shares from exercise of stock options13,142,500 8 — — (2)6 
Issuance of Subordinate Voting Shares from settlement of DSUs13,1473,682 201 — — (201)— 
Issuance of Subordinate Voting Shares from settlement of RSUs13,1414,707 33 — — (33)— 
Cash settlement of RSUs issued as share-based compensation14— — — — (371)(371)
Total contributions by shareholders219,432 442 771 — 1,467 2,680 
Balance as at March 31, 202495,415,248 312,409 (157,370)4,606 15,559 175,204 
The accompanying notes are an integral part of these consolidated financial statements.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 9


CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended March 31,
(in thousands of Canadian dollars)20252024
Notes$$
Operating activities
Net earnings (loss)1,295(16,660)
Adjustments for:
Depreciation and amortization23,44929,008
Contingent consideration adjustment
20
(5,567)(3,827)
Net financial expenses218,88211,857
Share-based compensation144,0104,863
Unrealized foreign exchange (gain) loss(966)153
Realized foreign exchange loss (gain) on repayment of long-term debt580(26)
Impairment of goodwill
9,19
5,144—
Impairment of property and equipment and right-of-use assets and loss on remeasurement of lease liabilities191501,462
Cash settlement of RSUs, DSUs and PSUs(264)(371)
Other—(290)
Deferred taxes121,499(256)
38,21225,913
Changes in non-cash working capital items2210,221(10,244)
Net cash from operating activities48,43315,669
Investing activities
Additions to property and equipment6(1,202)(746)
Additions to intangibles8(239)(41)
Business acquisition, net of cash acquired
4
(6,382)—
Net cash used in investing activities(7,823)(787)
Financing activities
Increase in long-term debt, net of related transaction costs18102,706148,340
Repayment of long-term debt18(123,561)(159,110)
Repayment of lease liabilities, including lease termination costs7(4,628)(5,813)
Withholding taxes paid pursuant to the settlement of RSUs and PSUs
14
(151)—
Exercise of stock options13—6
Shares purchased for settlement of RSUs13(148)—
Shares purchased for cancellation13(402)(953)
Financial expenses paid
21
(7,965)(11,047)
Net cash used in financing activities(34,149)(28,577)
Effect of exchange rate changes on cash636(29)
Net change in cash7,097(13,724)
Cash, beginning of year8,85922,583
Cash, end of year15,9568,859
Cash paid (included in cash flow from operating activities)
Income taxes paid 702601
The accompanying notes are an integral part of these consolidated financial statements.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
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 1100, Robert-Bourassa Boulevard, Suite 400, Montréal, Québec, Canada, H3B 3A5.
2. BASIS OF PREPARATION
Statement of compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
These consolidated financial statements were approved and authorized for issue by the Board of Directors (the “Board”) on June 12, 2025.
Basis of measurement
These 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; and
•Equity classified share-based payment arrangements which are measured at fair value at grant date pursuant to IFRS 2, Share-Based Payment.
3. MATERIAL ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
Subsidiaries
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed or has the right to variable returns from its relationship with the entity and is able to affect those returns through its power over the activities of the entity. The subsidiaries’ financial statements are included in these consolidated financial statements from the date of commencement of control until the date that control ceases.
All intercompany balances and transactions, and any unrealized income and expenses arising from intracompany transactions, are eliminated on consolidation.





Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
The Company’s principal subsidiaries are as follows:
20252024
EntityJurisdictionPercentage OwnershipPercentage Ownership
Alithya Canada Inc.Quebec, Canada100%100%
Alithya Consulting Inc.Quebec, Canada100%100%
XRM Vision Inc.Quebec, Canada100%N/A
Alithya Digital Technology CorporationOntario, Canada100%100%
Alithya USA, Inc.Delaware, USA100%100%
Alithya Financial Solutions, Inc.Delaware, USA100%100%
Alithya Ranzal LLCDelaware, USA100%100%
Alithya Zero2Ten, Inc.Delaware, USA100%100%
Alithya Fullscope Solutions, Inc.Delaware, USA100%100%
Vitalyst, LLCDelaware, USA100%100%
Datum Consulting Group, LLC Indiana, USA100%100%
Alithya France SASFrance100%100%
DCG Team UK LimitedUnited Kingdom100%100%
Alithya Numérique Maroc SARLAUMorocco100%100%
XRM Vision Maroc SARLAUMorocco100%N/A
Datum Cybertech India Pvt Ltd.India100%100%
TRANSLATION OF FOREIGN CURRENCIES
The Company’s consolidated financial statements are presented in Canadian dollars, which is also the parent company’s functional currency. Each entity in the group determines its own functional currency and items included in the consolidated financial statements of each entity are measured using that functional currency. Functional currency is the currency of the primary economic environment in which the entity operates.
Foreign currency transactions and balances
Revenue, expenses and non-monetary assets and liabilities denominated in foreign currencies are recorded at the rate of exchange prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates prevailing at the reporting date. Unrealized and realized translation gains and losses are reflected in the consolidated statements of operations.
Foreign operations
Assets and liabilities of each entity with a functional currency other than the Canadian dollar are translated into Canadian dollars upon consolidation at the closing rate at the reporting date. Revenue and expenses have been translated into Canadian dollars at average exchange rates over the reporting period. Exchange differences are recognized in other comprehensive income in the currency translation reserve in equity.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
SEGMENTED REPORTING
Segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing the performance of the reportable segments.
A company shall disclose separately information about each operating segment, and can combine operating segments, with similar economic characteristics or that do not meet quantitative thresholds, into one reportable segment.
The Company has three operating and reportable segments based on geography: Canada, U.S. and International.
REVENUE RECOGNITION, UNBILLED REVENUES AND DEFERRED REVENUES
The Company generates revenue in the areas of information technology, principally through strategic consulting, enterprise transformation and business enablement services. These services are provided under various arrangements as defined below.
Revenue is recognized either at a point in time or over time, when (or as) the Company satisfies performance obligations by transferring the promised services to its customers, including variable consideration, such as discounts, volume rebates and service-level penalties. Variable consideration is estimated using either the expected value method or most likely amount method and is included in the transaction price only to the extent it is highly probable that a significant reversal of cumulative revenue recognized will not occur. In making this judgement, management will mostly consider all information available at the time, the Company’s knowledge of the client or the industry, the type of services to be delivered and the specific contractual terms of each arrangement.
Billing terms can be monthly, based on milestones or upfront, depending on the contractual terms with the client. Once invoiced, invoices generally have payment terms of 30 days. Contracts generally do not contain significant financing components.
The Company enters into arrangements with multiple performance obligations which typically include consulting services, post-contract support (including maintenance), and software. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. The Company has determined standalone selling prices for:
•consulting services based on a stated and consistent rate per hour range in standalone transactions;
•post-contract support based on observable prices for standalone renewals; and
•software through consistent stated rates for software components.
Certain of the Company’s arrangements may include client acceptance clauses. Each clause is analyzed to determine whether the earnings process is complete when the service is performed. Formal client sign-off is not always necessary to recognize revenue, provided that the Company objectively demonstrates that the criteria specified in the acceptance provisions are satisfied. Some of the criteria reviewed include historical experience with similar types of arrangements, whether the acceptance provisions are specific to the client or are included in all arrangements, the length of the acceptance term and historical experience with the specific client.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
Contract modifications are changes in scope and/or price that are approved by the parties to the contract. Approvals may be written, oral or implied by customary business practices, and are legally enforceable. The Company accounts for modifications as a separate contract if the modifications add distinct services that are priced commensurate with standalone selling prices or if the remaining services are distinct from those already transferred, otherwise modifications are accounted for as part of the original contract. When the contract modification is not accounted for as a separate contract, the Company recognizes an adjustment to revenue on the existing contract on a cumulative catch-up basis as at the date of the contract modification or, if the remaining services are distinct performance obligations, the Company recognizes the remaining consideration prospectively.
Time and materials arrangements
Revenue from strategic consulting and enterprise transformation services, including enterprise applications implementation, under time and materials arrangements is recognized as the services are rendered. Contractual billings of such arrangements correspond with the value provided to the client, and therefore revenues are recognized on an hourly basis.
Time and materials arrangements where contractual billings do not correspond with the value provided to the client are recognized based on the accounting policies for fixed-fee arrangements as defined below.
Fixed-fee arrangements
Revenue from enterprise transformation services, including enterprise applications implementation, under fixed-fee arrangements where the outcome of the arrangements can be estimated reliably is recognized over time based on the measure of progress determined by the Company's efforts or inputs towards satisfying the performance obligation relative to the total expected inputs (the "Input Method") as it fulfills its performance obligations in line with contracted terms. The Company primarily uses labour costs to measure the progress towards completion. This method relies on estimates of total expected labour costs to complete the service, which are compared to labour costs incurred to date, to arrive at an estimate of the percentage of revenue earned to date. Management regularly reviews underlying estimates of total expected labour costs. If the outcome of an arrangement cannot be estimated reliably, revenue is recognized to the extent of arrangement costs incurred that are likely to be recoverable. For certain contracts, the Company recognizes revenue based on its right to consideration when such amount corresponds to the entity’s performance completed to date.
Business enablement services
Managed services revenue is generated through a recurring fee in exchange for a monthly recurring service (typically support). The revenue for these arrangements is recognized over the contract term, either on a straight-line basis or based on usage.
Subscriptions to learning services, which are available to customers at any time with unlimited use, are recognized over time, on a straight-line basis, over the contract term.
Software revenue is generated in part from the resale of certain third-party off-the-shelf software and maintenance. The majority of the software sold by the Company is delivered electronically. For software that is delivered electronically, the Company considers transfer of control to have occurred when the customer either (a) takes possession of the software via a download (that is, when the customer takes possession of the electronic data on its hardware), or (b) has been provided with access codes that allow the customer to take immediate possession of the software on its hardware pursuant to an agreement or purchase order for the software. In all instances, the resale of third-party software and maintenance is recorded on a net basis.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
Third party software and maintenance revenue is recognized upon delivery of the software, as all related warranty and maintenance is performed by the primary software vendor and not the Company.
Company created software, and the associated maintenance, is reported on a gross basis and revenue is recognized at the point in time when it is distinct from the maintenance and support, otherwise it is recognized over the contractual term. Revenue from the sale of Company created software from software as a service ("SaaS") is recognized on a straight-line basis as the Company stands ready to provide customers with continuous access to its software over the contractual term. For a SaaS arrangement with a fee structure based upon customer usage and priced at a fixed rate for usage, the Company recognizes revenue over the contractual term based on its right to consideration when such amount corresponds to the entity’s performance completed to date.
Estimated losses on revenue-generating contracts
Estimated losses on revenue-generating contracts may occur due to additional contract costs which were not foreseen at the inception of the contract. Contract losses are measured at the amount by which the estimated incremental costs, including direct labour, material and an allocation of other costs that relate directly to fulfilling contracts exceed the estimated total revenue from the contract. The estimated losses on revenue-generating contracts are recognized in the period when it is determined that a loss is probable. The expected loss is first applied to impair the related capitalized contract costs, if any, with the excess recorded under performance obligations in customer contracts in accounts payable and accrued liabilities. Management regularly reviews arrangement profitability and underlying estimates.
Unbilled revenues and deferred revenues
Amounts recognized as revenue in excess of billings are classified as unbilled revenues. Amounts received in advance of the performance of services are classified as deferred revenues when the Company has an unconditional right to invoice.
FINANCIAL INSTRUMENTS
Recognition and derecognition
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
All financial assets of the Company are classified into the amortized cost category. The classification is determined by both:
•the entity’s business model for managing the financial asset; and
•the contractual cash flow characteristics of the financial asset.
Except for those accounts receivable and other receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs, where applicable.

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
All income and expenses relating to financial assets that are recognized in profit or loss are presented within financial expense, except for impairment of accounts receivable and other receivables, which is presented within selling, general and administrative expenses.
Subsequent measurement of financial assets at amortized cost
After initial recognition, all financial assets are measured at amortized cost using the effective interest method, less any impairment. Discounting is omitted where the effect of discounting is immaterial.
Impairment of accounts receivable and other receivables and unbilled revenues
The Company uses the simplified approach to measure the estimated credit loss for accounts receivable and other receivables and unbilled revenues and accordingly records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.
The Company assesses impairment of accounts receivable and other receivables and unbilled revenues based on days past due on a collective basis as customers with similar payment delays possess shared credit risk characteristics. The Company also assesses impairment of accounts receivable and other receivables and unbilled revenues on a customer-by-customer basis based on specific risks identified.
The Company considers a financial asset in default when contractual payments are considered past due and at risk depending on the various economic and asset-specific factors, or if it becomes probable that a customer will enter bankruptcy or other insolvency proceedings.
Classification and measurement of financial liabilities
Contingent considerations payable in cash or in a variable number of shares included in purchase consideration are classified as financial liabilities, initially and subsequently measured at fair value with changes in fair value recognized in profit or loss.

All other financial liabilities of the Company are initially measured at fair value, and where applicable, adjusted for transaction costs and subsequently measured at amortized cost using the effective interest method.
All interest-related charges are reported in the consolidated statements of operations within financial expenses.
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is calculated by dividing the net earnings (loss) attributable to the holders of the Subordinate Voting Shares and Class B multiple voting shares (the “Multiple Voting Shares“) (together the “Shares”) by the weighted average number of Shares outstanding during the period.
Diluted earnings (loss) per share is determined using the treasury stock method to evaluate the dilutive effect of stock options, deferred, restricted and performance share units, certain shares to be issued as part of anniversary payments related to business acquisition and shares subject to forfeiture.
GOVERNMENT ASSISTANCE
Certain subsidiaries are eligible for government assistance programs, in different jurisdictions, in the form of grants and tax credits for the development of e-business. Government assistance is recorded when there is reasonable assurance that the assistance will be received and that the subsidiary will comply with all relevant conditions. The government assistance is treated as a reduction in the cost of the qualifying expenditure.

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
In preparing claims, judgment is required in interpreting the regulations related to these programs, determining if the operations of the subsidiaries qualify and identifying and quantifying eligible expenses. These claims are subject to examination and audit by local authorities, who may disagree with interpretations made by the Company. Management estimates the amounts to be received under these programs. Final government assistance received following examinations and audits could be different from amounts recorded.
PROPERTY AND EQUIPMENT (“P&E”)
Property and equipment are recorded at cost and amortized over their estimated useful lives, using the following methods:
MethodRates
Furniture, fixtures and equipmentDeclining balance20 %
Computer equipmentDeclining balance30 %
Leasehold improvementsStraight lineOver the term of the lease
The residual value, depreciation method and useful life of each asset are reviewed at least once a year, at the reporting date.
LEASES
The Company as a lessee
For any new contracts entered into, the Company considers whether a contract is, or contains a lease. A lease is defined as a “contract, or part of a contract, that conveys the right to use an identified asset (the underlying asset) for a period of time in exchange for consideration”.
Measurement and recognition of leases as a lessee
At lease commencement date, the Company recognizes a right-of-use asset and a lease liability on the statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).
The Company depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The lease term includes consideration of an option to renew or to terminate if the Company is reasonably certain to exercise that option. The Company also assesses the right-of-use asset for impairment when such indicators exist.
At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Company’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in-substance fixed payments), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Payments related to non-lease components, mostly made of common area maintenance fees, are excluded from the lease liabilities and are recorded as an expense over the lease term.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest, which are recorded as part of net financial expenses. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or net earnings if the right-of-use asset is already reduced to zero.
The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense in the consolidated statements of operations on a straight-line basis over the lease term.
INTANGIBLES
Intangible assets consist mainly of customer relationships, non-compete agreements, internal-use business solutions, software licenses and tradenames acquired through business acquisitions and initially recorded at their fair value. Internal use business solutions and software licenses (“Software”) purchased by the Company are recorded at cost. In addition, internal-use business solutions developed internally are capitalized when they meet specific capitalization criteria related to technical and financial feasibility and when the Company demonstrates its ability and intention to use them. Amortization of internal-use business solutions commences once the solution is available for use. The Company amortizes its intangible assets using the straight-line method as follows :
MethodPeriod
Customer relationshipsStraight line
3 - 10 years
Non-compete agreementsStraight line
3 - 10 years
SoftwareStraight line3 years
Tradenames-Indefinite
The residual value, depreciation method and useful life of each asset are reviewed at least once a year, at the reporting date.
GOODWILL
Goodwill arises on business acquisitions accounted for under the acquisition method and represents the excess of consideration transferred over the fair value of the Company's share of the net identifiable assets acquired and liabilities assumed of the acquired entity at the date of acquisition and it is measured net of accumulated impairment losses. Goodwill is not amortized, but instead tested for impairment annually, or more frequently, should events or changes in circumstances indicate that the goodwill may be impaired.
IMPAIRMENT OF P&E, RIGHT-OF-USE ASSETS, INTANGIBLES AND GOODWILL
Timing of impairment testing
The carrying amounts of the Company's P&E, right-of-use assets, intangible assets and 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. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill and intangible assets that have indefinite useful lives or that are not yet available for use are tested for impairment at least annually as at March 31.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
Impairment testing
The recoverable amount of an asset or cash-generating unit ("CGU") is the greater of its value in use and its fair value less costs of disposal. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use and which are largely independent of the cash inflows of other assets or groups of assets (the "CGU"). For the purposes of goodwill impairment testing, goodwill acquired in a business acquisition is allocated to the CGU, or the group of CGUs, that is expected to benefit from the synergies of the combination. This allocation is subject to an operating segment ceiling test and reflects the lowest level at which that goodwill is monitored for internal reporting purposes. An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount.
Reversal of Impairment
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
BUSINESS ACQUISITION, INTEGRATION AND REORGANIZATION COSTS
Business acquisition, integration and reorganization costs are comprised of transaction costs related to business acquisitions, whether successful or not, costs of integrating acquired businesses including redundant rent, gains or losses on lease modifications, impairment of right-of-use assets from previous business acquisitions, gains or losses on disposal of non-core assets, transition costs relating to system integrations, contingent consideration as well as employee compensation related to business acquisitions and severance resulting from integrations and significant changes in the organizational structure.
Reorganization costs, consisting primarily of severance, are recognized when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs, appropriate timelines and has been communicated to those affected by it.
PROVISIONS
Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The Company’s provisions may consist of litigation and claim provisions arising in the ordinary course of business.
The accrued litigation and legal claim provisions are based on historical experience, current trends and other assumptions that are believed to be reasonable under the circumstances. Estimates include the period in which the underlying cause of the claim occurred and the degree of probability of an unfavorable outcome.

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
INCOME TAXES
Income taxes are accounted for using the liability method of accounting.
Current income taxes are recognized with respect to the amounts expected to be paid or recovered under the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred income tax assets and liabilities are determined based on deductible or taxable temporary differences between the amounts reported for financial statement purposes and tax values of the assets and liabilities using enacted or substantively enacted tax rates that will be in effect for the year in which the differences are expected to be recovered or settled. Deferred income tax assets and liabilities are recognized in earnings, other comprehensive income or in equity based on the classification of the item to which they relate.
Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business acquisition and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
SHARE CAPITAL
Subordinate Voting Shares and Multiple Voting Shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity, net of any tax effects.
Normal course issuer bid (“NCIB”)
When the Company purchases its Subordinate Voting Shares for cancellation through a NCIB, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders until the shares are cancelled. When the shares are cancelled, the difference between the consideration paid and the average stated value of the shares purchased for cancellation is recorded to the deficit.
SHARE-BASED COMPENSATION PLANS
Share purchase plan
The Company operates a share purchase plan for eligible employees of the Company. Under this plan, the Company matches the contributions made by employees up to a maximum percentage of the employee's gross salary. The Company’s contributions to the plan are recognized as salaries within cost of revenues and selling, general and administrative expenses.

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
Long-term incentive plan ("LTIP") and share unit plan (“SUP”), (together the “Incentive Plans”)
The Company operates a LTIP for eligible employees and directors of the Company which provides for various types of awards, including equity-settled stock options, deferred share units (“DSUs”), restricted share units (“RSUs”) and performance share units (“PSUs”). The Board, at its discretion, may elect to settle RSUs and PSUs in cash.
The Company also operates a SUP for eligible employees of the Company. Under this plan, eligible employees may elect to receive up to 50% of their annual bonus in DSUs and/or RSUs (“Bonus DSUs/RSUs”) with the Company granting additional DSUs/RSUs equal to 25% of the Bonus DSUs/RSUs. The SUP also provides for the grant of discretionary DSUs and/or RSUs. The Board, at its discretion, may elect to settle DSUs and RSUs in cash.
The Company accounts for all grants as equity-settled awards as the Board intends to settle awards issued under the LTIP through the issuance of share capital and under the SUP through Subordinate Voting Shares purchased on the TSX.
The share-based payment expense is recognized in selling, general and administrative expenses and business acquisition, integration and reorganization costs with a corresponding adjustment through contributed surplus over the vesting period based on the grant date fair value of the award. Forfeitures, which are estimated at the time of grant, are included in the measurement of the expense and are subsequently adjusted to reflect actual events. For awards with graded vesting, the fair value of each tranche is recognized on a straight-line basis over its respective vesting period.
For stock options, the grant date fair value is measured using the Black-Scholes option pricing model. Any consideration paid by participants on exercise of stock options is credited to share capital together with any related share-based compensation expense originally recorded in contributed surplus.
For RSUs and DSUs, the grant date fair value is measured at the fair value of the underlying Subordinate Voting Share as at the grant date. For bonus DSUs/RSUs under the SUP, the fair value of the share-based expense is based on 125% of the fair value of the bonus elected to be settled as DSUs and/or RSUs, with a corresponding adjustment through contributed surplus. An expense is recognized over the vesting period as share-based payments within selling, general and administrative expenses, with a corresponding amount recognized in contributed surplus. The amount recognized as an expense is adjusted to reflect the number of units for which the related service and performance conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the units of awards that do meet the related service and non-market performance conditions at the vesting date.
The terms and conditions of each grant of PSUs, including market and non-market performance goals, are determined by the Board. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. The determination as to whether the performance goals have been achieved is made by the Board.
When DSUs, RSUs and PSUs are settled, the recorded fair value of the award is removed from contributed surplus and credited to share capital.


Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
SIGNIFICANT MANAGEMENT JUDGEMENT IN APPLYING ACCOUNTING POLICIES AND ESTIMATION UNCERTAINTY
The preparation of these 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 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 following are critical judgements that management has made in applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:
Determination of cash generating units – The identification of CGUs and grouping of assets into the respective CGUs is based on currently available information about actual utilization experience and expected future business plans. Management has taken into consideration various factors in identifying its CGUs. These factors include how the Company manages and monitors its operations, the nature of each CGU’s operations, and the major customer markets they serve. As such, the Company has identified its CGUs for purposes of testing the recoverability and impairment of non-financial assets to be: Canada, France, EPM, ERP and Industry Solutions.
Determination of operating segments – The Company uses judgment in the determination of operating segments for financial reporting and disclosure purposes. The Company has examined its activities and has determined that it has three reportable segments based on geography: Canada, U.S. and International.
The following are assumptions and estimation uncertainties that have a significant risk of resulting in material adjustments within the next year:
Revenue recognition for fixed-fee and time and material arrangements applying the Input Method – The Company recognizes revenues from arrangements applying the input method which can extend over more than one reporting period. Revenue from these arrangements applying the Input Method is recognized over time based on a measure of progress using the Company’s best estimate of the total expected labour costs, and the related risks associated with completing the service. The determination of total expected labour costs to complete a service is based on estimates that can be affected by a variety of factors, including but not limited to, changes in the scope of the contract, delays in reaching milestones, changes in labour mix and rates, previously unidentified complexities in service delivery, or potential claims from customers.
As risks and uncertainties are different for each project, the sources of variations between anticipated costs and actual costs incurred will also vary by project. The determination of estimates is based on the Company's business practices as well as its historical experience, and is tightly linked to detailed project management processes and controls. The information provided by the project managers combined with a knowledgeable assessment of technical complexities and risks are used in estimating the percentage complete.
Impairment of long-lived assets – The Company’s impairment test for goodwill is based on internal estimates of its individual CGUs’ recoverable amounts determined as the greater of value in use and fair value less costs of disposal. Value in use represents the present value of the future cash flows expected to be derived from the CGU from its continued use. The fair value less cost of disposal represents the price that would be received to sell the CGU in an orderly transaction between market participants at the measurement date under current market conditions, less incremental costs directly attributable to disposing of the CGU, excluding finance costs and income tax expense.




Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
Key assumptions of the individual CGUs’ value-in-use include forecasted revenues, cost of revenues, SG&A expenses and other non-cash adjustments applied in the determination of the Company’s three year net operating cash flow forecast, estimated long-term growth rates used to extrapolate the three year net operating cash flow forecast and the pre-tax value weighted average cost of capital (“WACC”) applied in the determination of the present value of the net operating cash flow forecast.
Key assumptions of the individual CGUs’ fair value less cost of disposal include estimated revenues, cost of revenues, SG&A expenses and other non-cash adjustments applied in the determination of the Company’s forecasted Adjusted EBITDA (as defined in note 26) and an implied market multiple applied to forecasted Adjusted EBITDA.
Changes in these key assumptions can have a material impact on the recoverable amount calculated and ultimately the amount of any goodwill impairment recognized. Refer to note 9 for additional information on the assumptions used.
ACCOUNTING STANDARD AMENDMENTS AND INTERPRETATIONS EFFECTIVE FOR THE YEAR ENDED MARCH 31, 2025
The following amendments to existing standards were adopted by the Company on April 1, 2024:
IAS 1 - Presentation of Financial Statements
On January 23, 2020, the IASB issued amendments to IAS 1 - Presentation of Financial Statements, to clarify the classification of liabilities as current or non-current. For the purposes of non-current classification, the amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional. Instead, such a right must have substance and exist at the end of the reporting period. After reconsidering certain aspects of the 2020 amendments, the IASB reconfirmed that only covenants with which a company must comply on or before the reporting date affect the classification of a liability as current or non-current. Additional disclosure will be required to help users understand the risk that those liabilities could become repayable within twelve months after the reporting date. The amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The amendments state that: settlement of a liability includes transferring a company’s own equity instruments to the counterparty; and when classifying liabilities as current or non-current, a company can ignore only those conversion options that are recognized as equity. The amendments to IAS 1 apply retrospectively and are effective for annual periods beginning on or after January 1, 2024. The amendments to IAS 1 had no impact on the Company’s consolidated financial statements.
International Financial Reporting Interpretations Committee (“IFRIC”) Agenda Decision on Segment Reporting
In July 2024, the IFRS Interpretations Committee issued an agenda decision clarifying disclosure requirements for reportable segments under IFRS 8 – Operating Segments. The decision emphasizes the need to disclose certain specified items if these are included in the measure of segment profit or loss reviewed by the Chief Operating Decision Maker (CODM) or are otherwise regularly provided to the CODM, even if not included in that measure of segment profit or loss. As a result, the Company has made changes to reflect these requirements in note 23, Segment and geographical information.

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
3. MATERIAL ACCOUNTING POLICIES (CONT’D)
FUTURE ACCOUNTING STANDARDS CHANGES
At the date of authorization of these 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 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 amendment on its consolidated financial statements.
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. Management is currently evaluating the impact of the amendment on its consolidated financial statements.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
4. BUSINESS ACQUISITION
XRM Vision
Overview
On December 1, 2024, the Company acquired all of the issued and outstanding shares of Canadian-based XRM Vision Inc. and all of its affiliates (“XRM Vision”) (the “XRM Acquisition”), a recognized Microsoft partner. Management expects that XRM Vision’s expertise will complement its existing business and will reinforce Alithya’s smart shoring capabilities.
The XRM Acquisition was completed for total consideration of up to $34,384,000, in aggregate.
The total purchase consideration of up to $30,009,000 consisted of: (i) $7,377,000 paid in cash at closing; (ii) final working capital adjustment of $632,000, included in accounts payable and accrued liabilities as at March 31, 2025; (iii) $2,875,000 paid by the issuance of 1,724,550 Subordinate Voting Shares; (iv) $8,625,000 of balance of sale, payable over three years on December 1, 2025, 2026 and 2027 (the "Anniversary Dates"); and (v) potential earn-out consideration of up to $10,500,000, including $9,000,000 payable in cash and $1,500,000 by the issuance of Subordinate Voting Shares.
The total other consideration of $4,375,000 consisted of: (i) 1,724,553 Subordinate Voting Shares, with a fair value of $2,875,000, issued at closing; and (ii) Subordinate Voting Shares with a value of up to $1,500,000 which may be issued as part of the earn-out consideration. These Subordinate Voting Shares issued and/or issuable are subject to claw-back clauses based on continued employment and accordingly, these share considerations are recognized as share-based compensation granted on business acquisition over three years (note 14).
The number of Subordinate Voting Shares issuable as part of the earn-out will be determined by dividing the earn-out amount payable in Subordinate Voting Shares by the Volume Weighted Average Price (‘’VWAP’’) for the 15 trading days ending on and including the date that is 2 business days prior to the payment date of the earn-out. The settlement of the earn-out will be due after the 18 months following closing, once the earn-out consideration has been finalized.
The total earn-out consideration of $12,000,000, in aggregate, is contingent upon the future financial performance of the acquired business over a consecutive 12-month period within the 18 months following the acquisition date. The undiscounted scenario-based weighted average expected payout amount for the total potential earn-out consideration is $7,260,000.
The fair value of the earn-out purchase price consideration of $5,104,000 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 for the potential earn-out consideration included in the purchase consideration of $6,353,000. The contingent consideration liability included in the purchase price 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 15.7%. Subsequent changes to the fair value of contingent consideration liability included in the purchase price will be recorded to business acquisition, integration and reorganization costs. There were no substantive changes to the contingent consideration liability as at March 31, 2025.
As part of the XRM Acquisition, the Company assumed $829,000 of long-term debt of which an amount of $333,000 was repaid immediately upon closing.

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
4. BUSINESS ACQUISITION (CONT'D)
For the year ended March 31, 2025, the Company incurred acquisition-related costs pertaining to the XRM Acquisition of approximately $1,084,000. These costs have been recorded in the consolidated statement of operations in business acquisition, integration and reorganization costs.
Purchase Price Allocation

The allocation of the fair value of the assets acquired and the liabilities assumed is detailed as follows:
As at March 31, 2025Preliminary at acquisition dateAdjustments
Acquisition of XRM Vision$$$
Current assets
Cash995 995 — 
Accounts receivable and other receivables3,539 3,539 — 
Unbilled revenues110 110 — 
Tax credits receivable467 1,483 (1,016)
Prepaids207 207 — 
5,318 6,334 (1,016)
Non-current assets
Tax credits receivable275 — 275 
Property and equipment60 73 (13)
Right-of-use assets54 54 — 
Intangibles (note 8)
9,700 9,711 (11)
Goodwill (note 9)
14,662 18,608 (3,946)
Total assets acquired30,069 34,780 (4,711)
Current liabilities
Accounts payable and accrued liabilities2,829 2,829 — 
Deferred revenue351 351 — 
Current portion of lease liabilities106 106 — 
Current portion of long-term debt511 511 — 
3,797 3,797 — 
Non-current liabilities
Lease liabilities34 34 — 
Long-term debt318 318 — 
Deferred tax liabilities2,410 2,715 (305)
Total liabilities assumed6,559 6,864 (305)
Net assets acquired23,510 27,916 (4,406)
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
4. BUSINESS ACQUISITION (CONT'D)
As at December 31, 2024, due to the short period of time between the acquisition date and reporting period, the determination of the fair value of intangible assets and purchase consideration, final closing adjustments and related income tax payable and deferred tax considerations was preliminary pending the completion of selection of appropriate valuation techniques and inputs. As a result, some changes have been made to the purchase consideration and the allocation of fair value. The goodwill adjustment resulted primarily from the determination of the fair value of the earn-out consideration. In addition, the tax credits receivable were applied to settle the income tax payable related to the period prior to the acquisition and a portion was reclassified as a non-current asset. The fair value of the assets acquired and liabilities assumed is preliminary pending completion. Should new information, obtained within one year of the date of acquisition, about the facts and circumstances that existed at the date of the XRM Acquisition, result in adjustments, or require additional provisions for conditions that existed at the date of the XRM Acquisition, the fair value will then be revised. Accordingly, the values in the table above are subject to change.
The XRM Acquisition is being accounted for using the acquisition method of accounting.
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 XRM Vision 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 at March 31, 2025Preliminary at acquisition dateAdjustments
Acquisition of XRM Vision$$$
Cash consideration7,377 7,377 — 
Working capital adjustment to be settled in cash 632 — 632 
Issuance of 1,724,550 Subordinate Voting Shares (note 13) (a)
2,875 2,875 — 
Balance of purchase price payable with a nominal value of $8,625,000 (note 11) (a)
7,522 7,905 (383)
Contingent consideration with a maximum amount of $10,500,000, recorded at fair value (a)
5,104 9,759 (4,655)
Total purchase consideration23,510 27,916 (4,406)
(a) Non-cash investing and financing activities
XRM Vision's contribution to the Company’s results
For the year ended March 31, 2025, the XRM Vision business contributed revenues of approximately $4,662,000 and a loss before income taxes in the amount of $2,738,000, including amortization, primarily related to the acquired customer relationships, of $712,000, share-based compensation granted on business acquisitions of $770,000 (note 14), interest accretion of $450,000 and business acquisition costs of $1,084,000 (note 20).
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
4. BUSINESS ACQUISITION (CONT'D)
If the acquisition had occurred on April 1, 2024, pro-forma consolidated revenues and earnings before income taxes would have been $484,523,000 and $2,723,000, respectively, for the year ended March 31, 2025. These amounts have been calculated using XRM Vision’s results and adjusting for:
•differences in accounting policies between the Company and XRM Vision;
•the removal of transaction costs incurred by XRM Vision from April 1, 2024 to November 30, 2024; and
•the additional amortization that would have been charged assuming the fair value adjustments to intangibles had been applied from April 1, 2024.
5. ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES
As atMarch 31,
20252024
$$
Trade accounts receivable
95,093 98,346 
Other receivables177 462 
95,270 98,808 
6. PROPERTY AND EQUIPMENT
As atMarch 31, 2025March 31, 2024
Furniture,
fixtures &
equipment
Computer
equipment
Leasehold improvementsTotalFurniture,
fixtures &
equipment
Computer
equipment
Leasehold improvementsTotal
$$$$$$$$
Opening cost1,572 7,359 5,982 14,913 1,725 6,792 8,081 16,598 
Additions59 1,143 — 1,202 174 550 22 746 
Additions through business acquisitions (note 4)
19 41 — 60 — — — — 
Disposals / retirements— — — — (325)— (2,125)(2,450)
Foreign currency translation adjustment96 314 56 466 (2)17 4 19 
Ending cost1,746 8,857 6,038 16,641 1,572 7,359 5,982 14,913 
Opening accumulated depreciation1,035 5,717 3,571 10,323 651 3,829 3,394 7,874 
Depreciation expense170 993 850 2,013 448 1,884 1,006 3,338 
Impairment— — — — 260 — 1,296 1,556 
Disposals / retirements— — — — (325)— (2,125)(2,450)
Foreign currency translation adjustment79 237 29 345 1 4 — 5 
Ending accumulated depreciation1,284 6,947 4,450 12,681 1,035 5,717 3,571 10,323 
Net carrying amount462 1,910 1,588 3,960 537 1,642 2,411 4,590 
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
7. LEASES
Right-of-use assets
The following right-of-use assets relate to right-of-use real estate:
As atMarch 31,
20252024
$$
Beginning balance 5,606 9,353 
Additions 965 557 
Additions from business acquisition (note 4)
54 — 
Depreciation(2,510)(2,575)
Impairment (a)
— (1,272)
Derecognition (b)
— (448)
Exchange rate effect162 (9)
Net carrying amount4,277 5,606 
(a) During the year ended March 31, 2024, the Company recorded impairment charges against certain real estate right-of-use assets, in the context of an on-going review of its real estate strategy following the integration of acquisitions and changes in working conditions in order to reduce the Company's footprint, realize synergies and improve the cost structure of the combined business. As a result, an impairment charge of $1,272,000 is presented in selling, general and administrative expenses.
(b) During the year ended March 31, 2024, the Company entered into an agreement to sublease a portion of its office space to a subtenant. The sublease resulted in the derecognition of the right-of-use asset associated with the office space and the recognition of a short-term and a long-term lease receivable, included in accounts receivable and other receivables and other assets, respectively, in the aggregate amount of $1,033,000.
Lease liabilities
As atMarch 31,
20252024
$$
Beginning balance11,520 18,516 
Additions 965 557 
Additions from business acquisition (note 4)
140 — 
Lease payments(4,431)(5,617)
Lease interest466 664 
Remeasurement150 (2,593)
Exchange rate effect185 (7)
Ending balance8,995 11,520 
Current portion3,546 4,136 
5,449 7,384 

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
7. LEASES (CONT’D)
Contractual lease payments under the lease liabilities as at March 31, 2025 are as follows:
As atMarch 31, 2025
$
Less than one year3,928 
One to two years1,911 
Two to five years4,186 
More than five years124 
Total undiscounted lease payments at period end10,149 
Total cash outflows for leases, including non-lease components, for the years ended March 31, 2025 and 2024 were $6,915,000 and $7,209,000, respectively. As at March 31, 2024, lease termination costs of $663,000 were included in accounts payable and accrued liabilities.
8. INTANGIBLES
As atMarch 31, 2025March 31, 2024
Customer relationshipsSoftware
Tradenames (a)
Non-compete agreementsTotalCustomer
relationships
Software
Tradenames (a)
Non-compete agreementsTotal
$$$$$$$$$$
Opening cost163,297 15,866 2,844 7,738 189,745 163,208 15,812 2,841 7,733 189,594 
Additions, purchased— 116 — — 116 — 41 — — 41 
Additions through business acquisition (note 4)
7,800 300 — 1,600 9,700 — — — — — 
Additions, internally generated— 123 — — 123 — — — — — 
Disposals / retirements(424)(338)— (810)(1,572)— — — — — 
Foreign currency translation adjustment4,819 766 176 278 6,039 89 13 3 5 110 
Ending cost175,492 16,833 3,020 8,806 204,151 163,297 —15,866 — 2,844 —7,738 —189,745 
Opening accumulated amortization91,530 10,578 — 6,364 108,472 74,135 6,279 — 4,845 85,259 
Amortization13,321 4,361 — 1,244 18,926 17,304 4,279 — 1,512 23,095 
Disposals / retirements(424)(338)— (810)(1,572)— — — — — 
Foreign currency translation adjustment3,014 605 — 256 3,875 91 20 — 7 118 
Ending accumulated amortization107,441 15,206 — 7,054 129,701 91,530 10,578 — 6,364 108,472 
Net carrying amount68,051 1,627 3,020 1,752 74,450 71,767 5,288 2,844 1,374 81,273 
(a) Tradenames are allocated to the Industry Solutions CGU for the purpose of impairment testing.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
9. GOODWILL
As atMarch 31, 2025
CanadaFranceEPMERP
Industry Solutions (a)
Not allocated (b)
Total
$$$$$$$
Beginning balance78,405 135 9,603 63,941 14,409 — 166,493 
Business acquisition (note 4)
— — — — — 14,662 14,662 
Impairment loss— — — — (5,144)— (5,144)
Foreign currency translation adjustment— 8 593 3,952 843 — 5,396 
Net carrying amount78,405 143 10,196 67,893 10,108 14,662 181,407 
As atMarch 31, 2024
CanadaFranceEPMERP
Industry Solutions (a)
Not allocatedTotal
$$$$$$$
Beginning balance78,405 136 9,592 63,867 14,393 — 166,393 
Foreign currency translation adjustment— (1)11 74 16 — 100 
Net carrying amount78,405 135 9,603 63,941 14,409 — 166,493 
(a) Industry Solutions is the CGU that includes the goodwill from the acquisition of Datum Consulting Group, LLC and its international affiliates (the “Datum Acquisition”) for the purpose of impairment testing.
(b) As at March 31, 2025, the XRM Vision purchase price allocation resulted in $14,662,000 of goodwill which has not yet been allocated to a CGU.
During the year, contingent consideration adjustments of $5,567,000 were recorded, related to the Datum Acquisition’s potential earn-out consideration due to profitability targets not being achieved. Management concluded the profitability targets not being achieved constituted an indication of impairment. The goodwill from the Datum Acquisition was recorded in the Company’s Industry Solutions cash-generating unit (“CGU”).
Consequently, management performed an impairment test as at December 31, 2024 for the Industry Solutions CGU. As a result, management concluded that the recoverable amount of the Industry Solutions CGU was less than its carrying amount, resulting in an impairment of goodwill of $5,144,000.
The Company also completed annual impairment tests as at March 31, 2025 and 2024 for all its CGUs except for the XRM Vision Acquisition and concluded that no additional impairment occurred. There are no indications of impairment on the XRM Vision goodwill.
In assessing whether 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 each CGU was determined based on the value-in-use calculations. The value-in-use calculations covered a three-year 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 of each CGU is determined by applying a suitable pre-tax WACC reflecting current market assessments of the time value of money and the CGU-specific risks.

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
9. GOODWILL (CONT’D)
Key assumptions used in impairment testing by CGU are as follows:
As atMarch 31, 2025
CanadaFranceEPMERPIndustry Solutions
%%%%%
Pre-tax WACC14.022.221.319.917.5
Long-term growth rate of net operating cash flows (c)
1.91.42.12.12.1
As atMarch 31, 2024
CanadaFranceEPMERPIndustry Solutions
%%%%%
Pre-tax WACC15.925.120.320.724.3
Long-term growth rate of net operating cash flows (c)
1.81.41.91.91.9
(c) The long-term growth rate is based on published industry research.
Varying the key assumptions in the values of the recoverable amount calculations, individually, as indicated below, for the years ended March 31, 2025 and 2024, assuming all other variables remain constant, would result in the recoverable amounts being equal to the carrying amounts.
As atMarch 31, 2025
Incremental increase in after-tax WACCIncremental decrease in long-term growth rate of net operating cash flows
Basis pointsBasis points
Canada45 56 
France253 418 
EPM (d)
2,660 — 
ERP770 1,352 
Industry Solutions101 136 
(d) The recoverable amount of the EPM CGU is not sensitive to its long-term growth rate assumption.
As atMarch 31, 2024
Incremental increase in after-tax WACCIncremental decrease in long-term growth rate of net operating cash flows
Basis pointsBasis points
Canada228 296 
France444 711 
EPM (e)
4,078 — 
ERP323 458 
Industry Solutions285 386 
(e) The recoverable amount of the EPM CGU is not sensitive to its long-term growth rate assumption.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
9. GOODWILL (CONT’D)
Furthermore, decreases of 4% and 8% of the three-year forecast would result in the recoverable amounts being equal to the carrying amounts for the Canada and Industry Solutions CGUs, respectively (March 31, 2024 - 18% for the Canada and ERP CGUs).
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As atMarch 31,
20252024
$$
Trade payable42,327 41,751 
Accrued compensation34,779 27,458 
Consumption taxes payable3,017 5,708 
Provision776 — 
80,899 74,917 
11. LONG-TERM DEBT
The following table summarizes the Company’s long-term debt:
As atMarch 31,March 31,
20252024
$$
Senior secured revolving credit facility (the "Credit Facility") (a)
77,729 81,073 
Secured loans (b)
— 8,537 
Subordinated unsecured loans (c)
20,000 20,000 
Balance of purchase price payable with a nominal value of $4,479,000 (US$3,115,000) (March 31, 2024 - $8,436,000 (US$6,230,000)), non-interest bearing (4.4% effective interest rate), payable in annual installments of $4,479,000 (US$3,115,000), maturing on July 1, 2025
4,431 8,172 
Balance of purchase price payable with a nominal value of $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 (note 4)
7,718 — 
Other debt from XRM Acquisition 379 — 
Unamortized transaction costs (net of accumulated amortization of $403,000 and $215,000)
(338)(400)
109,919 117,382 
Current portion of long-term debt8,059 12,687 
101,860 104,695 
(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.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
11. LONG-TERM DEBT (CONT’D)
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 March 31, 2025, the amount outstanding under the Credit Facility includes $61,829,000 (March 31, 2024 - $71,773,000) payable in U.S. dollars (US$43,000,000; March 31, 2024 - US$53,000,000).
The Company has an additional operating credit facility available to a maximum amount of $2,876,000 (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 March 31, 2025.
(b) The secured loans issued by Investissement Québec to finance the Company’s 2023 refundable tax credits have been repaid in full during the year ended March 31, 2025.
(c) The subordinated unsecured loans with Investissement Québec, in the amount of $20,000,000, mature on October 1, 2026 and are renewable for one additional year at the lender’s discretion. For the period up to October 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. The interest rates for the period between October 1, 2025 to October 1, 2026 will be communicated by the lender at the latest fifteen days prior to October 1, 2025. Once communicated, the Company will have the option to partially or fully repay the loans, without penalties, by October 1, 2025 at the latest.
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)(c) The Company was in compliance with all of its financial covenants as at March 31, 2025 and 2024.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
12. INCOME TAXES
Income tax expense for the year is as follows:
Year endedMarch 31,
20252024
Current tax expense:$$
Current tax expense for the year1,276 317 
Deferred tax recovery:
Origination and reversal of temporary differences1,499 (256)
Total deferred tax expense (recovery)1,499 (256)
Total income tax expense2,775 61 
The Company’s effective income tax rate differs from the combined statutory tax rate as follows:
Year endedMarch 31,
20252024
%$%$
Earnings (loss) before income taxes4,070 (16,599)
Company's statutory tax rate26.5 1,079 26.5 (4,399)
Non-deductible share-based compensation expense24.6 1,000 (6.7)1,113 
Other non-deductible and tax exempt items(39.2)(1,595)3.0 (496)
Change in unrecognized deferred tax assets21.2 863 (21.7)3,600 
Impairment of goodwill32.7 1,332 — — 
Other2.4 96 (1.5)243 
Effective income tax rate68.2 2,775 (0.4)61 
The Company’s applicable statutory tax rate is the Canadian combined rates applicable in the jurisdictions in which the Company operates.
Deferred income tax assets and liabilities
The amounts recognized in the consolidated statement of financial position consist of:
As atMarch 31,
20252024
$$
Deferred tax liabilities(11,228)(8,099)
Deferred tax assets4,875 5,715 
(6,353)(2,384)
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
12. INCOME TAXES (CONT’D)
Movements in temporary differences during the year were as follows:
As atMarch 31, 2025
Opening
balance
Recognized
in earnings
Business acquisitionForeign currency translation adjustmentTotal
$$$$$
Losses available for carryforward and other tax deductions9,932 (2,108)327 — 8,151 
Lease liabilities3,053 (654)— (15)2,384 
Deferred financing costs395 (32)— — 363 
Total deferred tax assets13,380 (2,794)327 (15)10,898 
Intangibles and goodwill(8,493)1,292 (2,581)(45)(9,827)
Tax credits and other(5,786)(349)(156)— (6,291)
Right-of-use assets(1,485)352 — — (1,133)
Total deferred tax liability(15,764)1,295 (2,737)(45)(17,251)
Net carrying amount(2,384)(1,499)(2,410)(60)(6,353)
As atMarch 31, 2024
Opening
balance
Recognized
in earnings
Business acquisitionForeign currency translation adjustmentTotal
$$$$$
Losses available for carryforward and other tax deductions18,240 (8,308)— — 9,932 
Lease liabilities4,907 (1,854)— — 3,053 
Deferred financing costs484 (89)— — 395 
Total deferred tax assets23,631 (10,251)— — 13,380 
Intangibles and goodwill(16,140)7,652 — (5)(8,493)
Tax credits and other(7,580)1,794 — — (5,786)
Right-of-use assets(2,546)1,061 — — (1,485)
Total deferred tax liability(26,266)10,507 — (5)(15,764)
Net carrying amount(2,635)256 — (5)(2,384)
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
12. INCOME TAXES (CONT’D)
Losses available for carryforward for which no deferred tax asset was recognized
Expiry date Canada
$
2039922 
2040390 
20412,075 
20423,516 
20433,603 
20444,629 
15,135 
Losses available for carryforward for which no deferred tax asset was recognized
Expiry date (a)
USA
$
20387,816 
Indefinite15,481 
23,297 
(a) Net operating losses amounting to $16,063,000 of which $7,816,000, will expire in 2038, are limited due to the U.S. tax rules applicable on the acquisition of Edgewater Technology Inc. In addition, the Company has i) state losses amounting to approximately $50,846,000 (with expiry dates ranging from 2026 to 2044) and ii) net deductible temporary differences totaling approximately $36,385,000 for which no deferred tax benefit has been recognized.
13. SHARE CAPITAL
AUTHORIZED
As at March 31, 2025 and 2024, the Company’s authorized share capital consisted of an unlimited number of shares without par value as follows:
•Subordinate Voting Shares, carrying one vote per share, ranking pari passu with the Multiple Voting Shares as to the right to receive dividends and the remainder of the Company’s property in the event of a voluntary or involuntary winding-up or dissolution, or any other distribution of assets among shareholders for the purposes of winding up the Company’s affairs;
•Multiple Voting Shares, carrying ten votes per share, ranking pari passu with the Subordinate Voting Shares as to the right to receive dividends and the remainder of the Company’s property in the event of a voluntary or involuntary winding-up or dissolution, or any other distribution of assets among shareholders for the purpose of winding-up the Company’s affairs, each share being convertible at the holder’s entire discretion into Subordinate Voting Shares on a share for share basis, and being automatically converted upon their transfer to a person who is not a permitted holder or upon the death of a permitted holder, unless otherwise acquired by any of the remaining permitted holders in accordance with the terms of the voting agreement entered into between permitted holders; and

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
13. SHARE CAPITAL (CONT’D)
•Preferred shares, issuable in series, each series ranking pari passu with other series but prior to any class ranking junior thereto, as well as prior to Subordinate Voting Shares and Multiple Voting Shares as to the right to receive dividends, and the remainder of the Company’s property in the event of a voluntary or involuntary winding-up or dissolution, or any other distribution of assets among shareholders for the purposes of winding up the Company’s affairs. If and when issued, preferred shares will have such voting rights and conversion rights as may be determined by the Company’s Board at the time of issuance thereof. As at March 31, 2025, there were Series A preferred shares and Series B preferred shares authorized:
◦Series A, non-voting shares, with the right to receive a non-cumulative preferential dividend calculated at a rate of 0.02% per day; and
◦Series B, non-voting shares, with the right to receive a non-cumulative preferential dividend calculated at a rate of 0.05% per week.
NCIB
On September 13, 2023, the Company’s Board of Directors authorized and subsequently the TSX approved the renewal of its NCIB. Under the NCIB, the Company was allowed to purchase for cancellation up to 2,411,570 Subordinate Voting Shares, representing 5% of the Company’s public float as of the close of markets on September 7, 2023. The Company did not renew its NCIB program following the end of the program on September 19, 2024.
ISSUED
The following table presents information concerning issued share capital activity for the year ended March 31, 2025:
Subordinate Voting SharesMultiple Voting Shares
Number of shares$Number of shares$
Beginning balance88,141,000 307,585 7,274,248 4,824 
Shares issued pursuant to vesting of share-based compensation granted on business acquisition622,420 1,971 — — 
Shares issued in consideration of the XRM Acquisition (note 4)
3,449,103 2,875 — — 
Shares purchased for cancellation(205,483)(717)— — 
Shares purchased for settlement of RSUs(69,840)(244)— — 
Delivery of shares upon settlement of RSUs69,840 169 — — 
Issuance of shares upon settlement of PSUs23,812 222 — — 
Ending balance (a)
92,030,852 311,861 7,274,248 4,824 
(a) Includes 1,724,553 Subordinate Voting Shares issued as part of the XRM Acquisition subject to forfeitures which are not considered as outstanding as per IFRS.
During the year ended March 31, 2025, the following transactions occurred:
•As part of the Datum Acquisition, 622,420 Subordinate Voting Shares, with a total value of $1,971,000 (US$1,438,000), reclassified from contributed surplus, were issued in settlement of the second anniversary share consideration.

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
13. SHARE CAPITAL (CONT’D)
•As part of the XRM Acquisition (note 4), 3,449,103 Subordinate Voting Shares were issued, with a total value of $5,750,000, including 1,724,553 shares subject to a claw-back clause which have been treated as deferred compensation and recorded as share-based compensation on business acquisition. The 1,724,550 shares not subject to the clawback clause had a total value of $2,875,000 and were recorded as share capital.
•205,483 Subordinate Voting Shares were purchased for cancellation under the Company's then existing NCIB for a total cash consideration of $402,000 and a carrying value of $717,000. The excess of the carrying value over the purchase price in the amount of $315,000 was recorded as a reduction to deficit.
•69,840 Subordinate Voting Shares were purchased for the settlement of RSUs for a total cash consideration of $148,000 and a carrying value of $244,000. The excess of the carrying value over the purchase price in the amount of $96,000 was recorded as a reduction to deficit. A total of 116,566 RSUs were settled net of tax and 69,840 Subordinate Voting Shares were delivered with a carrying value of $169,000, 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.
•89,712 PSUs were settled net of tax, including 55,942 which were settled in shares resulting in the issuance of 23,812 Subordinate Voting Shares with a carrying value of $222,000, which was reclassified from contributed surplus.
The following table presents information concerning issued share capital activity for the year ended March 31, 2024:
Subordinate Voting SharesMultiple Voting Shares
Number of shares$Number of shares$
Beginning balance87,871,568 307,110 7,324,248 4,857 
Shares issued pursuant to vesting of share-based compensation granted on business acquisition622,421 1,924 — — 
Conversion of shares50,000 33 (50,000)(33)
Shares purchased for cancellation(493,878)(1,724)— — 
Exercise of stock options2,500 8 — — 
Settlement of DSUs73,682 201 — — 
Settlement of RSUs14,707 33 — — 
Ending balance88,141,000 307,585 7,274,248 4,824 
During the year ended March 31, 2024, the following transactions occurred:
•As part of the Datum Acquisition, 622,421 Subordinate Voting Shares, with a total value of $1,924,000 (US$1,438,000), reclassified from contributed surplus, were issued as settlement of the first anniversary share consideration.
•50,000 Class B multiple voting shares (“Multiple Voting Shares”) with a carrying value of $33,000 were converted into 50,000 Subordinate Voting Shares by a director of the Company.
•493,878 Subordinate Voting Shares were purchased for cancellation under the Company's NCIB for a total cash consideration of $953,000 and a carrying value of $1,724,000. The excess of the carrying value over the purchase price in the amount of $771,000 was recorded as a reduction to deficit.
•2,500 stock options were exercised and 2,500 Subordinate Voting Shares were issued with a carrying value of $8,000, for cash consideration of $6,000, with $2,000 reclassified from contributed surplus.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
13. SHARE CAPITAL (CONT’D)
•73,682 DSUs were settled and 73,682 Subordinate Voting Shares were issued with a carrying value of $201,000, which was reclassified from contributed surplus.
•14,707 RSUs were settled and 14,707 Subordinate Voting Shares were issued with a carrying value of $33,000, which was reclassified from contributed surplus.
14. SHARE-BASED PAYMENTS
Share purchase plan
Under the Company’s share purchase plan, eligible employees may contribute up to 10% of their annual gross salary and the Company matches contributions made by employees up to a maximum percentage, depending on the position held by the employee, of the employee’s gross salary. The employee’s and the Company’s contributions are remitted to an independent administrative agent who purchases Subordinate Voting Shares on the TSX on behalf of the employee.
Stock options
Under the Company’s LTIP, the Board may grant, at its discretion, stock options to purchase Subordinate Voting Shares to eligible employees and directors of the Company. The LTIP provides that stock options be issued with an exercise price equal to the volume weighted average price of the Subordinate Voting Shares on the TSX for the five trading days ending on and including the day that is immediately prior to the grant date. Stock options vest as set out in the applicable award agreement between the participant and the Company. Vesting is generally four years from the date of grant and stock options shall be exercised by the tenth anniversary of the grant date, except in the event of death, disability, retirement or termination of employment, in which case the LTIP provides earlier terms. The LTIP provides that the aggregate number of Subordinate Voting Shares issuable pursuant to any type of awards under the LTIP shall not exceed 10% of the aggregate number of Subordinate Voting Shares and Multiple Voting Shares issued and outstanding from time to time.
The following tables present information concerning outstanding stock options issued by currency:
Year endedMarch 31, 2025March 31, 2024
Number of stock optionsWeighted average exercise price (CAD)Number of stock optionsWeighted average exercise price (CAD)
$$
Beginning balance3,320,696 3.22 3,400,696 3.23 
Forfeited(105,769)3.24 (57,250)3.32 
Expired(479,861)2.79 (22,750)3.71 
Ending balance2,735,066 3.29 3,320,696 3.22 
Exercisable at year end2,036,314 3.31 1,932,064 3.34 

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
14. SHARE-BASED PAYMENTS (CONT’D)
Year endedMarch 31, 2025March 31, 2024
Number of stock optionsWeighted average exercise price (USD)Number of stock optionsWeighted average exercise price (USD)
$$
Beginning balance1,016,575 2.55 1,084,175 2.55 
Forfeited(42,250)2.58 (52,100)2.44 
Expired(162,250)2.60 (13,000)3.23 
Exercised— — (2,500)1.67 
Ending balance812,075 2.53 1,016,575 2.55 
Exercisable at year end552,157 2.52 509,525 2.66 
Included in the 2,036,314 (2024 - 1,932,064) exercisable stock options issued in Canadian dollars, 352,632 (2024 - 505,264) stock options are available to purchase Multiple Voting Shares at a weighted average exercise price of $3.01 as at March 31, 2025. No further stock options to purchase Multiple Voting Shares may be issued as per the stock options plan.
During the year ended March 31, 2024, the weighted average share price at the date of exercise of stock options was $2.45).
The Company did not grant stock options during the years ended March 31, 2025 and 2024.
The following tables summarize the number of stock options outstanding by currency, exercise price and the weighted average remaining exercise period, expressed in number of years:
As atMarch 31, 2025March 31, 2024
Exercise price range (CAD)Number of stock optionsWeighted average remaining exercise period – in yearsNumber of stock optionsWeighted average remaining exercise period – in years
$
1.90 to 2.55
448,632 4.64730,264 4.48
2.56 to 2.96
285,000 0.71295,000 1.63
2.97 to 3.30
1,142,434 5.891,316,432 7.12
3.31 to 3.95
483,000 3.32550,000 4.47
3.96 to 4.55
376,000 3.46429,000 4.59
2,735,066 4.363,320,696 5.29
As atMarch 31, 2025March 31, 2024
Exercise price range (USD)Number of stock optionsWeighted average remaining exercise period – in yearsNumber of stock optionsWeighted average remaining exercise period – in years
$
1.67 to 2.25
115,000 5.23165,000 6.23
2.26 to 2.75
554,825 6.09624,825 7.15
2.76 to 3.44
142,250 4.01226,750 4.96
812,075 5.611,016,575 6.52
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
14. SHARE-BASED PAYMENTS (CONT’D)
DSUs
Under the LTIP, the Board, subject to the provisions of the LTIP and such other terms and conditions, may grant DSUs to obtain Subordinate Voting Shares to eligible employees and directors of the Company. The DSUs shall be settled on the date as set out in the applicable award agreement, between the participant and the Company, however not earlier than the participant’s termination date. If the agreement does not establish a settlement date then it shall be the 90th day following the participant’s termination date.
Under the SUP, eligible employees of the Company may elect annually to receive up to 50% of their annual bonus in DSUs (“Bonus DSUs”). The Company also grants additional DSUs (“Matching DSUs”) equal to 25% of the Bonus DSUs.
The number of Bonus DSUs to be received by an eligible employee is determined by dividing the amount of the eligible employee’s bonus to be paid in the form of Bonus DSUs on the date on which the bonus is payable to the eligible employee (the “Award Date”) by the volume weighted average price of the Subordinate Voting Shares on the TSX for the five trading days ending on and including the date that is immediately prior to the Award Date. Bonus DSUs vest as of the Award Date. Matching DSUs vest on the one-year anniversary of the Award Date.
The following table presents information concerning the outstanding number of DSUs for the respective years:
Year endedMarch 31,
20252024
Beginning balance 1,178,080 666,974 
Granted to non-employee directors400,696 280,100 
Granted to employees— 304,688 
Settled(107,637)(73,682)
Ending balance 1,471,139 1,178,080 
During the year ended March 31, 2025, 400,696 (2024 - 280,100) fully vested DSUs, in aggregate, were granted under the LTIP to non-employee directors of the Company at a weighted average grant date fair value of $1.80 (2024 - $2.01), per DSU, for an aggregate fair value of $721,000 (2024 - $563,000).
During the year ended March 31, 2024, 304,688 DSUs, in aggregate, were granted under the SUP at a grant date fair value of $2.30, per DSU, for an aggregate fair value of $701,000.
During the year ended March 31, 2025, 107,637 DSUs issued under the SUP with a carrying value of $262,000, were settled for a total cash consideration of $192,000. The excess of the carrying value over the payment amount in the amount of $70,000 was recorded as a reduction to deficit.
During the year ended March 31, 2024, 73,682 DSUs issued under the LTIP were settled through the issuance of 73,682 Subordinate Voting Shares, with a carrying value of $201,000.
As at March 31, 2025, included in the 1,471,139 DSUs are 1,274,088 DSUs issued under the LTIP and 197,051 DSUs issued under the SUP.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
14. SHARE-BASED PAYMENTS (CONT’D)
RSUs
Under the Incentive Plans, the Board, subject to the provisions of the Incentive Plans and such other terms and conditions, may grant RSUs to obtain Subordinate Voting Shares to eligible employees (and directors per the LTIP) of the Company. Unless otherwise specified by the Board at the time of grant, RSUs granted under the LTIP and the SUP generally vest on the third anniversary of the date of grant. Under both the LTIP and SUP, RSUs shall be settled as soon as practicable following vesting, but no later than December 15th of the second calendar year following the year in which the grant was made.
The following table presents information concerning the outstanding number of RSUs for the respective years:
Year endedMarch 31,
20252024
Beginning balance 349,700 181,498 
Granted1,935,286 349,700 
Forfeited(13,189)— 
Settled(116,566)(181,498)
Ending balance 2,155,231 349,700 
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 year ended March 31, 2025, 1,935,286 (2024 - 349,700) RSUs, in aggregate, vesting on the third anniversary date of grant (2024 - over three years), were granted under the SUP at an average grant date fair value of $1.67 (2024 - $2.23), per RSU, for an aggregate fair value of $3,232,000 (2024 - $780,000).
During the year ended March 31, 2025, 116,566 RSUs issued under the SUP with a carrying value of $266,000, were settled on a net basis. 69,840 Subordinate Voting Shares were purchased on the open market and delivered, with an amount of $169,000 previously credited to contributed surplus transferred to share capital. The balance of 46,726 RSUs, representing an amount of $97,000, were surrendered for cancellation to satisfy the employee’s statutory withholding tax requirements.
During the year ended March 31, 2024, 181,498 RSUs issued under the LTIP were settled. 14,707 RSUs were settled through the issuance of 14,707 Subordinate Voting Shares, with a carrying value of $33,000. The balance was settled for a total cash consideration of $371,000.
As at March 31, 2025, all 2,155,231 RSUs were issued under the SUP.
PSUs
Under the LTIP, the Board, subject to the provisions of the LTIP and such other terms and conditions, may grant PSUs to obtain Subordinate Voting Shares to eligible employees and directors of the Company. The terms and conditions of each PSU grant, including market and non-market performance goals, are determined by the Board.

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
14. SHARE-BASED PAYMENTS (CONT’D)
The following table presents information concerning the outstanding number of PSUs for the respective years:
Year endedMarch 31,
20252024
Beginning balance 2,156,527 855,383 
Granted1,510,468 1,349,752 
Forfeited(504,416)(48,608)
Settled(89,712)— 
Ending balance 3,072,867 2,156,527 
During the year ended March 31, 2025, 1,510,468 (2024 - 1,349,752) PSUs, in aggregate, vesting three years from the date of grant, were granted at a grant date fair value of $1.64 (2024 - $2.30), per PSU, for an aggregate fair value of $2,477,000 (2024 - $3,104,000).
During the year ended March 31, 2025, 89,712 PSUs issued under the LTIP were settled.
•55,942 PSUs issued under the LTIP with a carrying value of $521,000, were settled on a net basis.
(i)23,812 Subordinate Voting Shares were issued, with an amount of $222,000 previously credited to contributed surplus transferred to share capital; and
(ii)the balance of 32,130 PSUs, with a carrying value of $299,000 and representing a fair value of $54,000, were surrendered for cancellation to satisfy the employee’s statutory withholding tax requirements. The excess of the carrying value of the PSUs surrendered for cancellation over the payment amount of $245,000, was recorded as a reduction to deficit.
•33,770 PSUs with a carrying value of $346,000 were settled for a total cash consideration of $72,000. The excess of the carrying value of the PSUs settled cash over the payment amount of $274,000, was recorded as a reduction to deficit.
As at March 31, 2025, all 3,072,867 PSUs were issued under the LTIP.
Share-Based Compensation expense
Total share-based compensation expense for the years ended March 31, 2025 and 2024 is summarized as follows:
Year endedMarch 31,
20252024
$$
Stock options200 594 
Share purchase plan – employer contribution1,333 1,394 
Share-based compensation granted on business acquisitions (a)
1,683 2,099 
DSUs722 600 
RSUs1,122 363 
PSUs283 1,207 
5,343 6,257 
(a) Excludes the portion of the contingent consideration adjustment to be settled in shares (note 20).

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
14. SHARE-BASED PAYMENTS (CONT’D)
The share-based compensation granted on business acquisitions includes the following:
•In relation to the Subordinate Voting Shares to be issued as part of the Datum Acquisition, an amount of $913,000 (2024 - $2,099,000); and
•In relation to the Subordinate Voting Shares to be issued as part of the XRM Acquisition, an amount of $770,000 (2024 - nil).
15. COMMITMENTS AND CONTINGENCIES
Contingencies
From time to time, the Company may become threatened with, or become subject to various claims and legal proceedings as part of its normal course of business. Management uses judgment to assess the potential outcome of these proceedings and estimates the provisions, with advice and information provided by its legal advisors and based on its own experience in the resolution of similar proceedings. While the final outcome thereof cannot be predicted, based on the information currently available, management believes the resolution of current pending claims and legal proceedings will not have a material impact on the Company’s financial position and results of operations. Claims for which there is a probable unfavorable outcome are recorded in provisions. As a government contractor, the Company is also subject to more restrictive laws and regulations that are not applicable to non-governmental contractors. Audits and investigations by governmental agencies to monitor compliance with those laws and regulations are inherent in government contracting and, from time to time, management receives inquiries and similar demands related to the Company’s ongoing business with governmental agencies. Violations could result in civil or criminal liabilities, which could be material, as well as the suspension or debarment from eligibility for awards of government contracts or option renewals.
Operating commitments
Operating expenditures contracted for at the end of the reporting period but not yet incurred are as follows:
As atMarch 31, 2025
Technology licenses, infrastructure and otherTotal
$
20266,999 
20274,012 
20282,930 
20291,107 
Thereafter1,077 
16,125 
16. RELATED PARTIES
Ultimate controlling party
As at March 31, 2025, the holders of Multiple Voting Shares, directly or indirectly, collectively owned or exercised control over Subordinate Voting Shares and Multiple Voting Shares representing approximately 44.6% of the total voting rights of Alithya. The holders entered into a voting agreement on November 1, 2018, pursuant to which they agreed to, among other things, vote all of the Subordinate Voting Shares and Multiple Voting Shares under their control in accordance with decisions made by a majority of them, subject to certain exceptions.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
16. RELATED PARTIES (CONT’D)
Transactions with key management personnel
Key management personnel includes the Company’s directors and members of the Company’s Executive Committee and certain other key management personnel. Key management personnel of Alithya participate in the share purchase plan and the Incentive Plans. The compensation paid or payable to key management personnel for services is shown below:
Year endedMarch 31,
20252024
$$
Short-term employee benefits (a)
6,275 4,100
Share-based compensation2,0602,106
Termination benefits878—
9,213 6,206 
(a)
Short-term employee benefits include salaries, benefits and short-term incentive compensation.
In addition to the above amounts, the Company is committed to pay termination benefits to certain key management personnel up to $7,378,000 (2024 - $6,433,000) in the event of a termination under certain conditions.
17. EARNINGS (LOSS) PER SHARE
Year endedMarch 31,
20252024
$$
Net earnings (loss)1,295(16,660)
Weighted average number of Shares outstanding - basic and diluted (a)
96,313,31695,527,385
Basic and diluted earnings (loss) per share0.01(0.17)
(a) The weighted average number of basic Shares calculation for the year ended March 31, 2025 exclude the impact of 1,724,553 Subordinate Voting Shares issued as part of the XRM Acquisition as they were subject to forfeitures.
For the year ended March 31, 2024, the potentially dilutive outstanding equity instruments, which are the DSUs, PSUs and options mentioned in Note 14 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 year ended March 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. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
18. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The changes in the Company’s liabilities arising from financing activities can be classified as follows:
Year endedMarch 31, 2025March 31, 2024
Contingent considerationLong-term
debt
TotalContingent considerationLong-term
debt
Total
$$$$$$
Beginning balance4,082 117,382 121,464 7,037 127,190 134,227 
Repayments— (123,561)(123,561)— (159,110)(159,110)
Proceeds— 102,706 102,706 — 148,340 148,340 
Total cash flow— (20,855)(20,855)— (10,770)(10,770)
Business acquisition (note 4)
5,104 8,351 13,455 — — — 
Changes in estimate
(note 20)
(4,312)— (4,312)(2,962)— (2,962)
Amortization of finance costs— 242 242 — 426 426 
Interest accretion on balances of purchase price payable256 419 675 — 384 384 
Impacts of foreign exchange229 4,380 4,609 7 152 159 
Total non-cash1,277 13,392 14,669 (2,955)962 (1,993)
Ending balance5,359 109,919 115,278 4,082 117,382 121,464 
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
19. ADDITIONAL INFORMATION ON CONSOLIDATED EARNINGS (LOSS)
The following table provides additional information on the consolidated earnings (loss):
Year endedMarch 31,
20252024
$$
Expenses by Nature
Employee compensation and subcontractor costs409,219 431,543 
Tax credits (a)
(9,121)(8,467)
Licenses and telecommunications13,383 13,915 
Professional fees7,436 9,010 
Other expenses12,361 15,910 
Impairment of property and equipment and right-of-use assets and loss on remeasurement of lease liabilities150 1,462 
Depreciation of property and equipment2,013 3,338 
Depreciation of right-of-use assets2,510 2,575 
437,951 469,286 
Expenses by Function
Cost of revenues317,347 341,815 
Selling, general and administrative expenses (b)
116,081 121,558 
Depreciation4,523 5,913 
437,951 469,286 
(a) Tax credits are included in cost of revenues.
(b) For the year ended March 31, 2025, selling, general and administrative expenses includes termination and benefit costs for management personnel of $2,132,000 (2024 - nil) and $246,000 (2024 - nil) of reversal of share-based compensation expense for forfeited equity instruments.
20. BUSINESS ACQUISITION, INTEGRATION AND REORGANIZATION COSTS
The following table summarizes business acquisition, integration and reorganization costs:
Year endedMarch 31,
20252024
$$
Acquisition costs (a)
1,308 263 
Integration costs (b)
1,563 2,096 
Reorganization costs (c)
1,256 4,377 
Employee compensation on business acquisition (d)
206475
Contingent consideration adjustment (e)
(5,567)(3,827)
(1,234)3,384
(a) The acquisition costs consisted mainly of professional fees incurred in relation to business acquisitions (note 4).
(b) For the year ended March 31, 2025, integration costs consisted mainly of transition costs related to system integrations and common area expenses on vacated premises in relation to business acquisitions (2024 - mainly retention bonuses 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 the Datum acquisition.
(e) Contingent consideration adjustment includes recoveries from changes in the estimated amount payable of $(4,312,000) (2024 - $(2,962,000)) related to the portion payable in cash and $(1,255,000) (2024 - $(865,000)) related to the portion to be settled in shares as per the earn-out consideration of the Datum Acquisition.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
21. NET FINANCIAL EXPENSES
The following table summarizes net financial expenses:
Year endedMarch 31,
20252024
$$
Interest on long-term debt7,339 10,831 
Interest on lease liabilities466 664 
Amortization of finance costs242 426 
Interest accretion on balance of purchase price payable675 384 
Financing fees562 220 
Interest income(402)(668)
8,88211,857
22. SUPPLEMENTARY CASH FLOW INFORMATION
Changes in non-cash working capital items are as follows:
Year endedMarch 31,
20252024
$$
Accounts receivable and other receivables9,514 (6,243)
Unbilled revenues844 8,496 
Tax credits receivable702 1,168 
Prepaids(1,222)614 
Other assets940 (213)
Accounts payable and accrued liabilities1,150 (17,054)
Deferred revenues(1,707)2,988 
10,221(10,244)
During the year ended March 31, 2025, non-cash investing and financing activities included additions to right-of-use assets and lease liabilities in the amount of $965,000 (2024 - $557,000).
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
23. SEGMENT AND GEOGRAPHICAL INFORMATION
The Company has three operating and reportable segments: Canada, U.S. and International.
The Company's chief operating decision maker assesses the performance of the reportable segments based on revenues and operating income by segment. Operating income by segment refers to operating income before head office general and administrative expenses, business acquisition, integration and reorganization costs, depreciation and amortization and foreign exchange loss (gain), 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 accounting policies of each reportable segment are the same as described in Note 3. The revenues and operating income by segment exclude intersegmental revenues and cost of revenues.
The following tables present the Company's operations based on reportable segments:
Year endedMarch 31, 2025
CanadaU.S.InternationalTotal
$$$$
Revenues251,902 200,515 21,064 473,481 
Cost of revenues and operating expenses
Employee compensation and subcontractor costs212,159 148,656 18,048 378,863 
Tax credits(8,968)— (153)(9,121)
Licenses and telecommunication1,004 4,891 211 6,106 
Other expenses7,368 7,271 1,149 15,788 
211,563 160,818 19,255 391,636 
Operating income by segment40,339 39,697 1,809 81,845 
Head office general and administrative expenses41,792 
Business acquisition, integration and reorganization costs recovery (a)
(1,234)
Foreign exchange loss (gain)(258)
Operating income before depreciation, amortization and impairment41,545 
Depreciation and amortization23,449 
Impairment of goodwill (a)
5,144 
Operating income (loss)12,952 
(a) The recovery of $(5,567,000) from the contingent consideration adjustment included in Business acquisition, integration and reorganization costs and the impairment of goodwill relate to the U.S. segment. The reorganization costs included in Business acquisition, integration and reorganization costs mostly relate to the Canada segment.

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
23. SEGMENT AND GEOGRAPHICAL INFORMATION (CONT’D)
Year endedMarch 31, 2024
CanadaU.S.InternationalTotal
$$$$
Revenues277,544 192,493 21,088 491,125 
Cost of revenues and operating expenses
Employee compensation and subcontractor costs239,563 146,067 18,123 403,753 
Tax credits(7,851)— (616)(8,467)
Licenses and telecommunication1,216 4,894 103 6,213 
Other expenses11,703 8,702 998 21,403 
244,631 159,663 18,608 422,902 
Operating income by segment32,913 32,830 2,480 68,223 
Head office general and administrative expenses40,471 
Business acquisition, integration and reorganization costs (b)
3,384 
Foreign exchange loss (gain)102 
Operating income before depreciation, amortization and impairment24,266 
Depreciation and amortization29,008 
Operating income (loss)(4,742)
(b) The recovery of $(3,827,000) from the contingent consideration adjustment included in Business acquisition, integration and reorganization costs relates to the U.S. segment. The reorganization costs included in Business acquisition, integration and reorganization costs mostly relate to the Canada segment.
Long-lived assets by geographic location
The following table presents the total net book value of the Company’s long-lived assets by geographic location:
As atMarch 31,
20252024
$%$%
Canada139,309 52.7 123,981 48.1 
U.S.122,534 46.4 132,366 51.3 
International2,251 0.9 1,615 0.6 
264,094 100.0 257,962100.0 

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
23. SEGMENT AND GEOGRAPHICAL INFORMATION (CONT’D)
Information about revenues and deferred revenues
An analysis of the Company’s revenues from customers for each major service category is as follows:
Year endedMarch 31, 2025
CanadaU.S.InternationalTotal
$$$$
Strategic consulting and enterprise transformation services - time and materials arrangements (c)
211,478 107,159 18,987 337,624 
Enterprise transformation services - fixed-fee arrangements24,621 35,113 1,668 61,402 
Business enablement services (d)
15,803 58,243 409 74,455 
251,902 200,515 21,064 473,481 
(c) Including $129,284,000 of time and materials arrangements applying the Input Method for the year ended March 31, 2025.
(d) Including support revenues of $12,175,000 for Canada, $32,802,000 for U.S. and $268,000 for the International operating segment for a total of $45,245,000 for the year ended March 31, 2025.
Year endedMarch 31, 2024
CanadaU.S.InternationalTotal
$$$$
Strategic consulting and enterprise transformation services - time and materials arrangements (e)
239,865 101,056 18,609 359,530 
Enterprise transformation services - fixed-fee arrangements23,604 37,382 2,479 63,465 
Business enablement services (f)
14,075 54,055 — 68,130 
277,544 192,493 21,088 491,125 
(e) Including $106,826,000 of time and materials arrangements applying the Input Method for the year ended March 31, 2024.
(f) Including support revenues of $10,075,000 for Canada and $27,313,000 for the U.S. operating segment for a total of $37,388,000 for the year ended March 31, 2024.
During the years ended March 31, 2025 and 2024, significantly all amounts included in the opening balance of deferred revenues were recognized as revenue.
Major customer
During the year ended March 31, 2025, one Canadian customer generated more than 10% of total revenues for $53,614,000 (2024 - two Canadian customers generated more than 10% of total revenues for $118,320,000). As at March 31, 2025, one Canadian customer represented more than 10% of total accounts receivable and other receivables for $10,210,000 or 11% (2024 - no customer represented more than 10%).
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
24. REMAINING PERFORMANCE OBLIGATIONS
Remaining performance obligations relate to the Company’s performance obligations that are partially or fully unsatisfied under signed time and materials arrangements applying the Input Method and fixed-fee arrangements. When estimating minimum transaction prices allocated to the remaining unsatisfied, or partially unsatisfied, performance obligations, the Company applied the practical expedient to not disclose information about remaining performance obligations if the underlying contract has an original expected duration of one year or less and for those contracts where the Company bills the same value as that which is transferred to the customer.
The amount of the selling price allocated to remaining performance obligations as at March 31, 2025 is $71,697,000 (2024 - $80,781,000) and is expected to be recognized as revenue within a weighted average of 2.0 years (2024 - 2.7 years).
25. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, accounts receivable and other receivables, other assets, accounts payable and accrued liabilities, contingent consideration and long-term debt. The Company, through its financial assets and liabilities, has exposure to the following risks from its use of financial instruments: interest rate risk, liquidity risk, credit risk and currency risk. Senior management and the Board are responsible for setting risk levels and reviewing risk management activities as they deem necessary.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to fluctuations in interest rates with respect to its variable rate on long-term debts. The Company's financial instruments bearing interest at variable rates are as follows:
As atMarch 31,
20252024
$$
Credit Facility (note 11)
77,729 81,073 
Secured loans (note 11)
— 8,537 
Other debt from XRM Acquisition (note 11)
379 — 
78,108 89,610
On August 30, 2022, the Company entered into, and designated as an effective hedging instrument, an interest rate swap for a nominal amount of $30,000,000, maturing on August 30, 2025, to fix the variability in interest rates on a designated portion of borrowings under its Credit Facility. Under the interest rate swap agreement, the Company pays interest based on a fixed rate of 3.97%, and receives interest based on the actual one-month BA/CDOR rate. The fair market value of the interest rate swap agreement as at March 31, 2025 and 2024 was insignificant.
For the year ended March 31, 2025, the Company has determined that a reasonably possible increase or decrease of 100 basis points in interest rates on the above variable-rate financial liabilities would not have a significant impact on equity and profit or loss. This analysis assumes that all other variables remain constant, in particular foreign currency exchange rates. It was performed on the same basis for the year ended March 31, 2024.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
25. FINANCIAL INSTRUMENTS (CONT’D)
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s activities are financed through a combination of cash flows from operations, borrowings under the existing Credit Facility, issuance of debt and issuance of equity instruments. In order to manage its exposure to liquidity risk, the Company’s primary goal is to maintain an optimal level of liquidity through an active management of assets and liabilities as well as cash flows. The Company regularly monitors its actual and expected cashflows to ensure its maintains sufficient available liquidity to meet its obligations, while staying proactive in the management and negotiation of its borrowing facilities. Data used to monitor cashflows corresponds to the contractual maturities information presented in the tables below. The analysis shows that the Company expects sufficient cashflow for each period considered to the date of maturity of the Credit Facility. As at March 31, 2025, the Company has an unused capacity of $62,271,000 (2024 - $58,927,000) under its Credit Facility of $140,000,000, which excludes the accordion provision.
The following table summarizes the carrying amounts and the contractual maturities of both the interest and principal portions of significant financial liabilities.
As atMarch 31, 2025
Carrying amountTotalLess than 1 year1-2 years2-5 yearsMore than 5 years
$$$$$$
Trade payable42,327 42,327 42,327 — — — 
Contingent consideration5,359 6,353 — 6,353 — — 
Credit Facility77,729 88,060 5,217 5,114 77,729 — 
Subordinated unsecured loans20,000 22,221 1,438 20,783 — — 
Balances of purchase price payable12,149 13,104 7,929 3,450 1,725 — 
Other liabilities (included in long-term debt)379 389 360 29 — — 
Lease liabilities8,995 10,149 3,928 1,911 4,186 124 
166,938 182,603 61,199 37,640 83,640 124 
As atMarch 31, 2024
Carrying amountTotalLess than 1 year1-2 years2-5 yearsMore than 5 years
$$$$$$
Trade payable41,751 41,751 41,751 — — — 
Contingent consideration4,082 4,358 — 4,358 — — 
Credit Facility81,073 93,444 6,065 6,306 81,073 — 
Secured loans8,537 8,580 8,580 — — — 
Subordinated unsecured loans20,000 23,871 1,310 1,608 20,953 — 
Balance of purchase price payable8,172 8,436 4,218 4,218 — — 
Lease liabilities11,520 12,615 4,559 2,750 3,981 1,325 
175,135193,05566,48319,240106,0071,325

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
25. FINANCIAL INSTRUMENTS (CONT’D)
Credit risk
Credit risk is the risk of loss due to a counterparty's inability to meet its obligations. As at March 31, 2025 and 2024, the Company's credit risk exposure consists mainly of the carrying amounts of cash held with major Canadian banks, accounts receivable and other receivables, unbilled revenues and other assets. The carrying amounts of financial assets and unbilled revenues represent the maximum credit exposure.
Impairment losses recognized in profit or loss were not significant in both 2025 and 2024.
The credit risk in respect of cash balances is minimal as they are held with reputable financial institutions.
With respect to trade accounts receivable, unbilled revenues and other assets, the Company’s credit risk exposure is mitigated by the relative size and nature of the business carried on by such customers. Also, the Company has a large and diversified client base from clients engaged in various industries, including banks with high credit-ratings, government agencies, telecommunications and retails. Historically, the Company has not made any significant write-offs.
In order to manage its exposure to credit risk and assess credit quality, the Company established a credit policy under which collection of trade accounts receivable is a priority. Each new customer is analyzed individually for creditworthiness before the Company enters into a contract. The financial stability and liquidity of customers are assessed on a regular basis, which include the review of default risk associated with the industry in which customers operate. No significant adjustments were made to expected credit losses in connection with this assessment. The Company also limits its exposure by setting credit limits when deemed necessary.
The Company recognizes an impairment loss allowance for expected credit losses (“ECLs”) on trade accounts receivable and unbilled revenues, using an estimate of credit losses. The Company establishes an impairment loss allowance on a collective and individual assessment basis, by considering its historical experience, external indicators and forward-looking information. If actual credit losses differ from estimates, future earnings would be affected. In its assessment of the impairment loss allowance, the Company considered the economic impact resulting from the changes in levels of inflation and in borrowing rates on its ECL assessment, including the risk of default of its customers given the continued economic uncertainty. As at March 31, 2025 and 2024, allowance for ECLs was not significant.
The following table provides information about the exposure to credit risk for trade accounts receivable:
As atMarch 31,
20252024
$$
Current 74,097 65,907 
0-30 days17,855 26,726 
31-60 days 804 979 
61-90 days320 2,191 
Over 90 days2,017 2,543 
95,093 98,346 
The unbilled revenues are substantially all current in nature.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
25. FINANCIAL INSTRUMENTS (CONT’D)
Currency risk
The Company is exposed to foreign currency risk on financial instruments denominated in currencies which are different from the respective functional currencies of the subsidiaries. The currency in which these financial instruments are mainly denominated is USD. Other currencies have no significant impact on the Company’s exposure to currency risk.
The summary quantitative data about the Company’s exposure to currency risk for the significant exchange rates is as follow, expressed in Canadian dollars:
As atMarch 31,
20252024
$$
Cash1,613 16 
Accounts receivable and other receivables72 901 
Accounts payable and accrued liabilities(712)(1,865)
Contingent consideration— (4,082)
Intercompany receivable net of Credit Facility14,827 6,252 
Balance of purchase price payable(943)(1,721)
Net statement of financial position exposure14,857 (499)
The following table illustrates the sensitivity of profit and equity in regards to the Company’s financial assets and financial liabilities and the USD/Canadian dollar exchange rate ‘all other things being equal’. It assumes a +/-11% change of the USD/Canadian dollar exchange rate for the year ended March 31, 2025 (2024: +/-5%). This percentage has been determined based on the average market volatility of the exchange rate in the previous twelve months. The sensitivity analysis is based on the Company’s foreign currency financial instruments held at each reporting date.
Profit or loss
Effect in Canadian dollarsStrengtheningWeakening
As at March 31, 2025
USD11%Movement1,650(1,650)
As at March 31, 2024
USD5%Movement(18)18
Fair Value of Financial Instruments
Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
•Level 1 - Valuation based on quoted prices observed in active markets for identical assets or liabilities.
•Level 2 - Valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
•Level 3 - Valuation techniques with significant unobservable market inputs. A financial instrument is classified at the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
25. FINANCIAL INSTRUMENTS (CONT’D)
The carrying amounts 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 contingent consideration related to the XRM Acquisition (note 4) 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 $5,104,000 or a decrease of $5,396,000 in earnings.
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 2025 and 2024, the Company has determined that the fair values of the Credit Facility, the secured loans, the subordinated unsecured loan and the balances of purchase price payable are not significantly different than their carrying amounts.
26. CAPITAL DISCLOSURES
The Company's capital consists of cash, long-term debt, contingent consideration and total shareholders’ equity. The Company's main objectives when managing capital are:
•to provide a strong capital base in order to maintain shareholder, creditor and stakeholder confidence and to sustain future growth development of the business;
•to maintain a flexible capital structure that optimizes the cost of capital at acceptable risk and preserves the ability to meet financial obligations;
•to ensure sufficient liquidity to pursue its organic growth strategy and undertake selective acquisitions; and
•to provide a rewarding return on investment to shareholders.
In managing its capital structure, the Company monitors performance throughout the year to ensure anticipated working capital requirements and maintenance capital expenditures are funded from operations, available cash and availability under the Credit Facility. Alithya manages its capital structure and may make adjustments to it in order to support the broader corporate strategy or in response to changes in economic conditions and risk. In order to maintain or adjust its capital structure, the Company may purchase shares from existing shareholders, issue new shares, issue new debt (including issuing new debt to replace existing debt with different characteristics), or reduce the amount of existing debt.

Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
26. CAPITAL DISCLOSURES (CONT’D)
Total capital as at March 31, 2025 and 2024 is calculated as follows:
As atMarch 31,
20252024
$$
Cash(15,956)(8,859)
Current portion of long-term debt8,059 12,687 
Contingent consideration5,359 4,082 
Long-term debt101,860 104,695 
Share capital316,685 312,409 
Deficit(155,075)(157,370)
Accumulated other comprehensive income 7,998 4,606 
Contributed surplus14,948 15,559 
283,878 287,809 
The Company monitors capital using a number of financial metrics, including but not limited to:
•the senior debt to Adjusted EBITDA (defined as 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, impairment of property and equipment and right-of-use assets and (gain) 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) ratio, defined as senior debt to 12-month trailing Adjusted EBITDA (as defined in the Credit Facility);
•the total debt to Adjusted EBITDA ratio, defined as total debt to 12-month trailing Adjusted EBITDA; and
•the fixed charge coverage ratio, defined as Adjusted EBITDA minus taxes, distributions and capital expenditures to aggregate interest expense and regular scheduled principal repayments.
The Company uses operating income, Adjusted EBITDA, Adjusted Net Earnings (defined as net earnings (loss) before adjusting for amortization of intangibles, impairment of intangibles and goodwill, impairment of property and equipment and right-of-use assets and (gain) 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) and cash flow from operations as measurements to monitor operating performance. Adjusted EBITDA, Adjusted EBITDA ratio and Adjusted Net Earnings, as presented, are not recognized for financial statement presentation purposes under IFRS, and do not have a standardized meaning. Therefore, they are not likely to be comparable to similar measures presented by other entities.
The continued availability of the Credit Facility is subject to the Company’s ability to maintain certain debt service and fixed charge coverage covenants, as well as other affirmative and negative covenants, including certain limitations of distributions in the form of dividends or equity repayments in any given fiscal year, as set out in the credit agreement.
The Company is subject to financial covenants pursuant to the Credit Facility agreement, which are measured on a quarterly basis. The covenants are senior debt to Adjusted EBITDA, total debt to Adjusted EBITDA and fixed charge coverage ratios. The Company was in compliance with all such covenants at March 31, 2025 and 2024.
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2025 AND 2024
(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables)
27. SUBSEQUENT EVENT
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”), a group specialized in enterprise applications and transformation services. Management expects that eVerge’s expertise will complement its existing business and will reinforce Alithya’s smart shoring capabilities.
The acquisition of eVerge was completed for total consideration of US$23,500,000 ($32,292,000), all payable in cash. The total purchase consideration consists of: (i) US$18,800,000 ($25,834,000) payable in three installments, (60% at closing and 20% payable on each of May 31, 2026 and 2027 (each an ‘’Anniversary Date’’); and (ii) a potential earn-out consideration of US$4,700,000 ($6,458,000), subject to certain post-closing conditions, payable in two installments (50% within 90 days of the first Anniversary Date and 50% on the second Anniversary Date).
Alithya Group inc. – Consolidated Financial Statements for the years ended March 31, 2025 and 2024
| 59

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Management’s Discussion and Analysis Alithya Group inc.

For the year ended March 31, 2025


Exhibit 99.3




Table of Contents
Page
1.

2.

3.

4.

5.

6.

7.
8.

16

8.1

8.2

8.3

8.4

8.5
8.6
Adjusted Net Earnings and Adjusted Net Earnings per Share

8.7
8.8
9.
Bookings and Backlog
10.
11.


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
13.
14.
15.

16.

17.
18.
19.

20.
Management’s Discussion and Analysis
For the year ended months ended March 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-month and twelve-month periods ended March 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 annual audited consolidated financial statements and accompanying notes for the years ended March 31, 2025 and 2024 (the "Q4 Financial Statements"). 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 Q4 Financial Statements in Canadian dollars in accordance with 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 to 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 June 12, 2025, the date the Company’s Board of Directors (“Board”) approved this MD&A and the Q4 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 business, including by broadening the scope of our service offerings, by leveraging artificial intelligence ("AI"),
Management’s Discussion and Analysis
For the year ended March 31, 2025
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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 this MD&A, 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 year ended March 31, 2025
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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 year ended March 31, 2025
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business transformation. We are committed to helping clients modernize operations, enhance customer experiences, 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 experiences, assisting its clients in achieving their missions, and creating greater value for its investors.
Management’s Discussion and Analysis
For the year ended March 31, 2025
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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.
Given ongoing economic and geopolitical uncertainty in the North American market, Alithya has decided to withdraw its previously disclosed quantitative objectives. While Alithya has not been directly impacted by such uncertainty during the quarter, there is no assurance that its clients will not and that, if they are, it will not affect their IT spending and how they have historically conducted business with Alithya. As such, management deems it more prudent to withdraw its objectives. Despite this, management remains confident that Alithya will be able to adapt effectively to changes in the macroeconomic environment, is well positioned and will continue to face opportunities to deliver value-added services to clients, driving organic growth and growing profitability over the long-term.












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 of the Adjusted EBITDA for the years ended March 31, 2025 and 2024 to their most directly comparable IFRS measure.
Management’s Discussion and Analysis
For the year ended March 31, 2025
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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:
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”.
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, impairment of property and equipment and right-of-use assets and (gain) 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”.
Management’s Discussion and Analysis
For the year ended March 31, 2025
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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, impairment of property and equipment and right-of-use assets and (gain) 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 year ended March 31, 2025
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“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 year ended March 31, 2025
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6. Financial Highlights
Results of OperationsFor the three months ended March 31,For the year ended March 31,
(in $ thousands)2025202420252024
$$$$
Revenues125,331 120,540 473,481 491,125 
Gross Margin46,091 38,747 156,134 149,310 
Gross Margin as a Percentage of Revenues (1)
36.8 %32.1 %33.0 %30.4 %
Selling, General and Administrative Expenses
29,739 29,608 116,081 121,558 
Selling, General and Administrative Expenses as a Percentage of Revenues (1)
23.7 %24.6 %24.5 %24.8 %
Net Earnings (Loss)8,043 2,298 1,295 (16,660)
Basic and Diluted Earnings (Loss) per Share0.08 0.02 0.01 (0.17)
Adjusted Net Earnings (2)
12,226 6,056 28,149 13,608 
Adjusted Net Earnings per Share (2)
0.12 0.06 0.29 0.14 
Adjusted EBITDA (3)
18,047 10,505 47,678 35,471 
Adjusted EBITDA Margin (3)
14.4 %8.7 %10.1 %7.2 %
 
OtherMarch 31,March 31,
(in $ thousands, except Backlog and DSO)20252024
$$
Total Assets425,980 416,497 
Non-Current Financial Liabilities (4)
112,668 116,161 
Total Long-Term Debt
109,919 117,382 
Net Debt (5)
93,963 108,523 
Backlog (1)
16 months
16 months
DSO (1)
50 days
56 days
   
Shares, Stock Options and Share Units as atJune 10,
2025
Subordinate Voting Shares92,030,852 
Multiple Voting Shares7,274,248 
Stock Options (6)
3,522,141 
Deferred Share Units ("DSUs")1,471,139 
Restricted Share Units ("RSUs")1,907,615 
Performance Share Units ("PSUs")2,982,363 
  
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 year ended March 31, 2025
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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 352,632 stock options to purchase Multiple Voting Shares.

Management’s Discussion and Analysis
For the year ended March 31, 2025
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For the three months ended March 31, 2025:
•Revenues increased 4.0% to $125.3 million, compared to $120.5 million for the same quarter last year. On a sequential basis, revenues increased in all segments of the business, and by $9.5 million in aggregate, or 8.3%, from the third quarter of this year.
•87% of revenues were generated from clients which we had in the same quarter last year.
•Gross Margin as a Percentage of Revenues increased to 36.8%, a record level, compared to 32.1% for the same quarter last year, and from 32.3% for the third quarter of this year, with all segments of the business contributing to this increase.
•Gross margin increased 19.0% to $46.1 million, compared to $38.7 million for the same quarter last year.
•Selling, general and administrative expenses increased by $0.1 million, or 0.4%, to $29.7 million, compared to $29.6 million for the same quarter last year. Selling, general and administrative expenses as a percentage of revenues decreased to 23.7%, from 24.6% for the same quarter last year.
•Net earnings increased to $8.0 million, or $0.08 per share, compared to $2.3 million, or $0.02 per share, for the same quarter last year.
•Adjusted Net Earnings increased by $6.1 million, or 101.9%, to $12.2 million, from $6.1 million for the same quarter last year. This translated into Adjusted Net Earnings per Share of $0.12, compared to $0.06 for the same quarter last year.
•Adjusted EBITDA increased 71.8% to $18.0 million, for an Adjusted EBITDA Margin of 14.4% of revenues, compared to $10.5 million, for an Adjusted EBITDA Margin of 8.7% of revenues, for the same quarter last year. Adjusted EBITDA Margin increased from 8.9% for the third quarter of this year.
•Net cash from operating activities was $17.1 million, representing an increase of $7.4 million, or 75.4%, from $9.7 million for the same quarter last year.
•Q4 Bookings(1) reached $100.1 million, which translated into a Book-to-Bill Ratio(1) of 0.80 for the quarter. The Book-to-Bill Ratio would have been 0.89 if revenues from the two long-term contracts signed as part of an acquisition in the first quarter of fiscal year 2022 were excluded.
•Backlog represented approximately 16 months of trailing twelve-month revenues as at March 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.
Management’s Discussion and Analysis
For the year ended March 31, 2025
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For the twelve months ended March 31, 2025:
•Revenues decreased 3.6% to $473.5 million, compared to $491.1 million last year.
•Gross margin as a percentage of revenues increased to 33.0%, compared to 30.4% last year.
•Gross margin increased 4.6% to $156.1 million, compared to $149.3 million last year.
•Selling, general and administrative expenses decreased by $5.5 million, or 4.5%, to $116.1 million, compared to $121.6 million last year.
•Adjusted EBITDA increased 34.4% to $47.7 million, for an Adjusted EBITDA Margin of 10.1% of revenues, from $35.5 million, or an Adjusted EBITDA Margin of 7.2% of revenues, last year.
•Net earnings totaled $1.3 million, or $0.01 per share, compared to a net loss of $16.7 million, or $0.17 per share, last year.
•Adjusted Net Earnings increased by $14.5 million, or 106.9%, to $28.1 million, compared to $13.6 million last year. This translated into Adjusted Net Earnings per Share of $0.29, compared to $0.14 last year.
•Net cash from operating activities was $48.4 million, representing an increase of $32.8 million, from $15.7 million last year.
•Fiscal 2025 Bookings reached $420.7 million, which translated into a Book-to-Bill ratio of 0.89. 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.
Management’s Discussion and Analysis
For the year ended March 31, 2025
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7. Business Combinations
XRM Vision
Overview
On December 1, 2024, the Company acquired all of the issued and outstanding shares of Canadian-based XRM Vision Inc. and all of its affiliates (“XRM Vision”) (the “XRM Acquisition”), a recognized Microsoft partner. Management expects that XRM Vision’s expertise will complement its existing business and will reinforce Alithya’s smart shoring capabilities.
The XRM Acquisition was completed for total consideration of up to $34,384,000, in aggregate.
The total purchase consideration of up to $30,009,000 consisted of: (i) $7,377,000 paid in cash at closing; (ii) final working capital adjustment of $632,000, included in accounts payable and accrued liabilities as at March 31, 2025; (iii) $2,875,000 paid by the issuance of 1,724,550 Subordinate Voting Shares; (iv) $8,625,000 of balance of sale, payable over three years on December 1, 2025, 2026 and 2027 (the "Anniversary Dates"); and (v) potential earn-out consideration of up to $10,500,000, including $9,000,000 payable in cash and $1,500,000 by the issuance of Subordinate Voting Shares.
The total other consideration of $4,375,000 consisted of: (i) 1,724,553 Subordinate Voting Shares, with a fair value of $2,875,000, issued at closing; and (ii) Subordinate Voting Shares with a value of up to $1,500,000 which may be issued as part of the earn-out consideration. These Subordinate Voting Shares issued and/or issuable are subject to claw-back clauses based on continued employment and accordingly, these share considerations are recognized as share-based compensation granted on business acquisition over three years.
The number of Subordinate Voting Shares issuable as part of the earn-out will be determined by dividing the earn-out amount payable in Subordinate Voting Shares by the Volume Weighted Average Price (‘’VWAP’’) for the 15 trading days ending on and including the date that is 2 business days prior to the payment date of the earn-out. The settlement of the earn-out will be due after the 18 months following closing, once the earn-out consideration has been finalized.
The total earn-out consideration of $12,000,000, in aggregate, is contingent upon the future financial performance of the acquired business over a consecutive 12-month period within the 18 months following the acquisition date. The undiscounted scenario-based weighted average expected payout amount for the total potential earn-out consideration is$7,260,000.
The fair value of the earn-out purchase price consideration of $5,104,000 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 for the potential earn-out consideration included in the purchase consideration of $6,353,000. The contingent consideration liability included in the purchase price 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 15.7%. Subsequent changes to the fair value of contingent consideration liability included in the purchase price will be recorded to
Management’s Discussion and Analysis
For the year ended March 31, 2025
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business acquisition, integration and reorganization costs. There were no substantive changes to the contingent consideration liability as at March 31, 2025.
As part of the XRM Acquisition, the Company assumed $829,000 of long-term debt of which an amount of $333,000 was repaid immediately upon closing.
For the year ended March 31, 2025, the Company incurred acquisition-related costs pertaining to the XRM Acquisition of approximately $1,084,000. These costs have been recorded in the consolidated statement of operations in business acquisition, integration and reorganization costs.
Please refer to Note 4 of the Q4 Financial Statements for additional details regarding the XRM Acquisition, all of which are hereby incorporated by reference.
eVerge
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”), a group specialized in enterprise applications and transformation services. Management expects that eVerge’s expertise will complement its existing business and will reinforce Alithya’s smart shoring capabilities.
The acquisition of eVerge was completed for total consideration of US$23,500,000 ($32,292,000), all payable in cash. The total purchase consideration consists of: (i) US$18,800,000 ($25,834,000) payable in three installments, 60% at closing and 20% payable on each of May 31, 2026 and 2027 (each an ‘’Anniversary Date’’); and (ii) a potential earn-out consideration of US$4,700,000 ($6,458,000), subject to certain post-closing conditions, payable in two installments (50% within 90 days of the first Anniversary Date and 50% on the second Anniversary Date).
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 15


8. Results of Operations
For the three months ended March 31,For the year ended March 31,
(in $ thousands, except for per share data)2025202420252024
$$$$
Revenues125,331 120,540 473,481 491,125 
Cost of revenues79,240 81,793 317,347 341,815 
Gross margin46,091 38,747 156,134 149,310 
Operating expenses
Selling, general and administrative expenses29,739 29,608 116,081 121,558 
Business acquisition, integration and reorganization costs (recovery)(1,322)(1,414)(1,234)3,384 
Depreciation1,158 1,303 4,523 5,913 
Amortization of intangibles4,837 4,795 18,926 23,095 
Impairment of goodwill— — 5,144 — 
Foreign exchange (gain) loss187 152 (258)102 
34,599 34,444 143,182 154,052 
Operating income (loss)11,492 4,303 12,952 (4,742)
Net financial expenses2,636 2,262 8,882 11,857 
Earnings (loss) before income taxes8,856 2,041 4,070 (16,599)
Income tax (recovery) expense
Current498 (133)1,276 317 
Deferred315 (124)1,499 (256)
813 (257)2,775 61 
Net earnings (loss)8,043 2,298 1,295 (16,660)
Basic and diluted earnings (loss) per share0.08 0.02 0.01 (0.17)
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 16


8.1 Revenues
The following table reconciles Constant Dollar Revenue(1) to revenues by geographic location:
For the three months ended March 31,For the twelve months ended March 31,
(in $ thousands, except for percentages)20252024
% (2)
20252024%
Total Alithya revenue as reported125,331 120,540 4.0 %473,481 491,125 (3.6)%
Variation prior to foreign currency impact1.1 %(4.9)%
Foreign currency impact2.9 %1.3 %
Variation over previous period4.0 %(3.6)%
Canada
Constant dollar revenue65,430 64,589 1.3 %251,902 277,544 (9.2)%
Foreign currency impact— — 
Canada revenue as reported65,430 64,589 1.3 %251,902 277,544 (9.2)%
U.S.
Constant dollar revenue50,844 50,449 0.8 %194,301 192,493 0.9 %
Foreign currency impact3,307 6,214 
U.S. revenue as reported54,151 50,449 7.3 %200,515 192,493 4.2 %
International
Constant dollar revenue5,575 5,502 1.3 %20,637 21,088 (2.1)%
Foreign currency impact175 427 
International revenue as reported5,750 5,502 4.5 %21,064 21,088 (0.1)%
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.
2 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 $125.3 million for the three months ended March 31, 2025, representing an increase of $4.8 million, or 4.0%, from $120.5 million for the three months ended March 31, 2024. On a sequential basis, revenues, including constant dollar revenue, increased in all segments of the business, and by $9.5 million in aggregate, or 8.3%, from the third quarter of this year.
Revenues in Canada increased by $0.8 million, or 1.3%, to $65.4 million for the three months ended March 31, 2025, from $64.6 million for the three months ended March 31, 2024. The increase in revenues was due primarily to a recovery in the banking sector, revenues from XRM Vision since the acquisition, and one additional billable day compared to the same quarter last year, partially offset by one client's major transformation project reaching maturity and a reduction in revenues from certain government contracts. On a sequential basis, revenues increased by $3.7 million in aggregate, or 6.1%, from the third quarter of this year.
U.S. revenues increased by $3.8 million, or 7.3%, to $54.2 million for the three months ended March 31, 2025, from $50.4 million for the three months ended March 31, 2024, due primarily to organic growth in enterprise transformation services and support revenues, and a favorable US$ exchange rate impact of $3.3 million between the two periods. On a sequential basis, revenues increased by $5.4 million, and $3.3 million in constant dollar revenue, from the third quarter of this year.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 17


International revenues increased by $0.2 million, or 4.5%, to $5.7 million for the three months ended March 31, 2025, from $5.5 million for the three months ended March 31, 2024.
Revenues amounted to $473.5 million for the twelve months ended March 31, 2025, representing a decrease of $17.6 million, or 3.6%, from $491.1 million for the twelve months ended March 31, 2024.
Revenues in Canada decreased by $25.6 million, or 9.2%, to $251.9 million for the twelve months ended March 31, 2025, from $277.5 million for the twelve months ended March 31, 2024. The decrease in revenues was due primarily to one client's major transformation project reaching maturity and a reduction in revenues from a few government contracts, partially offset by organic growth in certain areas of the business, a recovery in the banking sector, and revenues from XRM Vision since the acquisition.
U.S. revenues increased by $8.0 million, or 4.2%, to $200.5 million for the twelve months ended March 31, 2025, from $192.5 million for the twelve months ended March 31, 2024, due primarily to increased support revenues and a favorable US$ exchange rate impact of $6.2 million between the two periods, partially offset by a decrease in digital adoption subscription revenues.
International revenues amounted to $21.1 million for the twelve months ended March 31, 2025 and 2024.
8.2 Gross Margin
Gross margin increased by $7.4 million, or 19.0%, to $46.1 million for the three months ended March 31, 2025, from $38.7 million for the three months ended March 31, 2024. Gross margin as a percentage of revenues increased to 36.8% for the three months ended March 31, 2025, from 32.1% for the three months ended March 31, 2024, due primarily to increased efficiencies, the continued evolution towards a higher value-added business mix, and a $1.0 million tax credit recovery from a previous acquisition. On a sequential basis, gross margin as a percentage of revenues increased from 32.3% for the third quarter of this year, with all segments of the business contributing to this increase.
In Canada, gross margin as a percentage of revenues increased, compared to the same quarter last year, mainly due to increased efficiencies and higher hourly billing rates, as a result of providing a greater proportion of higher-value services, a proportionally larger decrease in the use of subcontractors compared to permanent employees, a positive margin contribution from XRM Vision since the acquisition, and a $1.0 million tax credit recovery from a previous acquisition.
In the U.S., gross margin as a percentage of revenues increased compared to the same quarter last year, primarily due to higher hourly billing rates, increased efficiencies, and improved project performance, partially offset by lower digital adoption subscription revenues, which historically had a higher gross margin as a percentage of revenues.
International gross margin as a percentage of revenues increased compared to the same quarter last year, mainly due to higher utilization and improved project performance in the UK.
Gross margin increased by $6.8 million, or 4.6%, to $156.1 million for the twelve months ended March 31, 2025, from $149.3 million for the twelve months ended March 31, 2024. Gross margin as a percentage of revenues increased to 33.0% for the twelve months ended March 31, 2025, from 30.4% for the twelve months ended March 31, 2024.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 18


In Canada, gross margin as a percentage of revenues increased for the twelve months ended March 31, 2025, compared to the same period last year, mainly due to increased efficiencies and hourly billing rates, as a result of providing a greater proportion of higher-value services, a proportionally larger decrease in the use of subcontractors compared to permanent employees, a positive margin contribution from XRM Vision since the acquisition, and a $1.0 million tax credit recovery from a previous acquisition.
In the U.S., gross margin as a percentage of revenues remained steady for the twelve months ended March 31, 2025, compared to the same period last year, as higher hourly billing rates and increased efficiencies were partially offset by a decrease in digital adoption subscription revenues, which historically had a higher gross margin as a percentage of revenues.
International gross margin as a percentage of revenues decreased for the twelve months ended March 31, 2025, compared to the same period last year, mainly due to lower utilization and reduced activities in the UK, which historically had a higher gross margin.
8.3 Operating Expense
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 $29.7 million for the three months ended March 31, 2025, representing an increase of $0.1 million, or 0.4%, from $29.6 million for the three months ended March 31, 2024. Selling, general and administrative expenses as a percentage of revenues amounted to 23.7% for the three months ended March 31, 2025, compared to 24.6% for the same period last year. The increase in selling, general and administrative expenses was driven mainly by an increase in employee compensation costs, resulting primarily from variable compensation and XRM Vision expenses since the acquisition, partially offset by decreases in professional fees, business development costs, information technology and communications costs, occupancy costs, and recruiting fees.
In Canada, expenses decreased by $0.2 million, or 1.2%, to $16.0 million for the three months ended March 31, 2025, from $16.2 million for the three months ended March 31, 2024, due primarily to decreases in professional fees, business development costs, occupancy costs, and insurance costs, partially offset by increased employee compensation costs, resulting primarily from variable compensation and XRM Vision expenses since the acquisition.
U.S. expenses decreased by $0.1 million, or 1.3%, to $12.0 million for the three months ended March 31, 2025, from $12.1 million for the three months ended March 31, 2024, due to decreased employee compensation costs, information technology and communications costs, business development costs and recruiting fees. The decreased expenses include an unfavorable US$ exchange rate impact of $0.7 million.
International expenses increased by $0.5 million, or 37.3% to $1.8 million for the three months ended March 31, 2025, from $1.3 million for the three months ended March 31, 2024. An increase in employee compensation costs was partially offset by decreases in professional fees and other expenses.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 19


Selling, general and administrative expenses totaled $116.1 million for the twelve months ended March 31, 2025, representing a decrease of $5.5 million, or 4.5%, from $121.6 million for the twelve months ended March 31, 2024. Selling, general and administrative expenses as a percentage of revenues amounted to 24.5% for the twelve months ended March 31, 2025, compared to 24.8% for the same period last year. The decrease in selling, general and administrative expenses was driven mainly by a decrease of $1.5 million in impairment of property and equipment and right-of-use assets, stemming from impairment charges last year as part of Alithya's review of its real estate strategy following the integration of acquisitions and changes in working conditions in order to reduce the Company's footprint and realize synergies, and decreased professional fees, occupancy costs, non-cash share-based compensation, business development costs, recruiting fees, information technology and communications costs, and travel costs, partially offset by increased employee compensation costs, resulting primarily from variable compensation, $2.1 million of severance consisting of termination and benefit costs for management personnel in the first quarter and fourth quarters, and XRM Vision expenses since the acquisition.
Expenses in Canada decreased by $4.5 million, or 6.8%, to $61.4 million for the twelve months ended March 31, 2025, from $65.9 million for the twelve months ended March 31, 2024, due primarily to a decrease of $1.5 million in impairment of property and equipment and right-of-use assets, as discussed above, and decreased occupancy costs, professional fees, non-cash share-based compensation, business development costs, and recruiting fees, partially offset by increased employee compensation costs, resulting primarily from variable compensation, severance consisting of termination and benefit costs for key management personnel in the first quarter, and XRM Vision expenses since the acquisition.
U.S. expenses decreased by $1.7 million, or 3.4%, to $48.6 million for the twelve months ended March 31, 2025, from $50.3 million for the twelve months ended March 31, 2024, due to decreases in employee compensation costs, despite increases in variable compensation and severance consisting of termination and benefit costs for key management personnel in the first quarter, and decreases in professional fees, recruiting fees, travel costs, and information technology and communications costs. The decreased expenses include an unfavorable US$ exchange rate impact of $1.5 million.
International expenses increased by $0.8 million, or 14.1%, to $6.1 million for the twelve months ended March 31, 2025, from $5.3 million for the twelve months ended March 31, 2024, mainly due to an increase in employee compensation costs, resulting from severance consisting of termination and benefit costs for management personnel in the fourth quarter, partially offset by decreases in professional fees and other expenses.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 20


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 March 31,For the year ended
March 31,
(in $ thousands)2025202420252024
$$$$
Stock options64 127 200 594 
Share purchase plan – employer contribution316 340 1,333 1,394 
Share-based compensation granted on business acquisitions720 404 1,683 2,099 
DSUs177 146 722 600 
RSUs272 121 1,122 363 
PSUs(634)88 283 1,207 
915 1,226 5,343 6,257 
Share-based compensation amounted to $0.9 million for the three months ended March 31, 2025, representing a decrease of $0.3 million, from $1.2 million for the three months ended March 31, 2024. The decrease in share-based compensation was driven primarily by decreased PSU expenses resulting from a recovery of expenses following management's review of assumptions related to the achievement of performance vesting conditions and decreased stock options expense, partially offset by increased expenses related to share-based compensation granted on a previous business acquisition, RSUs, and DSUs.
Share-based compensation amounted to $5.3 million for the twelve months ended March 31, 2025, representing a decrease of $1.0 million, from $6.3 million for the twelve months ended March 31, 2024. The decrease in share-based compensation was driven primarily by decreased PSU expenses resulting from a recovery of expenses following management's review of assumptions related to the achievement of performance vesting conditions, reversals of share-based compensation expense for forfeited equity instruments, decreased expenses related to share-based compensation granted on a previous business acquisition, and decreased stock options expense, partially offset by increased expenses related to RSUs and DSUs.
8.3.3 Business Acquisition, Integration and Reorganization Costs (Recovery)
Business acquisition, integration and reorganization recovery amounted to $1.3 million for the three months ended March 31, 2025, representing a decrease of $0.1 million, from a $1.4 million recovery for the three months ended March 31, 2024. The decreased recovery was driven primarily by a $1.0 million decrease in the contingent consideration adjustment related to the earn-out consideration from the acquisition of Datum Consulting Group, LLC and its international affiliates (the “Datum Acquisition”) on July 1, 2022, a $0.3 million increase in integration costs, consisting mainly of transition costs related to system integrations and lease termination costs for vacated premises, and a $0.2 million increase in acquisition costs, partially offset by a $1.4 million decrease in reorganization costs, mainly due to lower severance payments from workforce reductions.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 21


Business acquisition, integration and reorganization recovery amounted to $1.2 million for the twelve months ended March 31, 2025, representing a decrease in costs of $4.6 million, from $3.4 million of expenses for the twelve months ended March 31, 2024. The decreased costs were driven primarily by a $3.1 million decrease in reorganization costs, mainly related to severance payments from workforce reductions, an increased recovery of $1.8 million from the contingent consideration adjustment related to the earn-out consideration from the Datum Acquisition, a $0.5 million decrease in integration costs due to retention compensation related to a previous business acquisition and lease termination costs for vacated premises in the previous year, and a $0.2 million decrease in employee compensation on business acquisition, partially offset by an increase of $1.0 million in acquisition costs related to the XRM Acquisition.
8.3.4 Depreciation
Depreciation totaled $1.2 million for the three months ended March 31, 2025, compared to $1.3 million for the three months ended March 31, 2024.
Depreciation totaled $4.5 million for the twelve months ended March 31, 2025, compared to $5.9 million for the twelve months ended March 31, 2024. These costs consisted primarily of depreciation of Alithya’s property and equipment, which decreased by $1.3 million.
8.3.5 Amortization of Intangibles
Amortization of intangibles totaled $4.8 million for the three months ended March 31, 2025 and 2024.
Amortization of intangibles totaled $18.9 million for the twelve months ended March 31, 2025, compared to $23.1 million for the twelve months ended March 31, 2024. These costs consisted primarily of amortization of customer relationships recognized on acquisitions, which decreased by $3.3 million, as certain intangibles were fully amortized, and amortization of software, which decreased by $0.6 million.
8.3.6 Impairment of Goodwill
An impairment loss of $5.1 million was recognized during the year on goodwill from the Datum Acquisition.
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 year, contingent consideration adjustments of $5.6 million were recorded, related to the Datum Acquisition’s potential earn-out consideration due to profitability targets not being achieved. Management concluded the profitability targets not being achieved constituted an indication of impairment.
For more details on impairment testing of goodwill, refer to Note 9 of the Company's annual consolidated financial statements.
8.3.7 Foreign Exchange (Gain) Loss
Foreign exchange loss amounted to $0.2 million for the three months ended March 31, 2025 and 2024.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 22


Foreign exchange gain amounted to $0.3 million for the twelve months ended March 31, 2025, compared to a loss of $0.1 million for the twelve months ended March 31, 2024.
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 March 31,For the year ended
March 31,
(in $ thousands)2025202420252024
$$$$
Interest on long-term debt1,885 2,173 7,339 10,831 
Interest on lease liabilities110 129 466 664 
Amortization of finance costs56 79 242 426 
Interest accretion on balance of purchase price payable425 87 675 384 
Financing fees225 39 562 220 
Interest income(65)(245)(402)(668)
2,636 2,262 8,882 11,857 
Net financial expenses amounted to $2.6 million for the three months ended March 31, 2025, representing an increase of $0.3 million, or 16.6%, from $2.3 million for the three months ended March 31, 2024, driven mainly by increased interest accretion on balance of purchase price payable and financing fees, and decreased interest income, partially offset by decreased variable interests rates and a lower volume of interest-bearing debt, which accounted for the decrease in interest on long-term debt.
Net financial expenses amounted to $8.9 million for the twelve months ended March 31, 2025, representing a decrease of $3.0 million, or 25.1%, from $11.9 million for the twelve months ended March 31, 2024, driven mainly by decreased variable interest rates, a lower volume of interest-bearing debt, and an adjustment related to a prior period, all of which accounted for the decrease in interest on long-term debt, and decreases in interest on lease liabilities and amortization of finance costs, partially offset by increased financing fees and interest accretion on balance of purchase price payable, and decreased interest income.
8.4.2 Income Taxes
Income tax expense amounted to $0.8 million for the three months ended March 31, 2025, representing an increase of $1.1 million, from a recovery of $0.3 million for the three months ended March 31, 2024, due to an increase in current income tax expense, as a result of increased taxable income in certain jurisdictions, and an increase in deferred tax expense, as a result of increased taxable income in certain entities for which deferred tax assets were previously recognized. Certain entities of the Group, with a history of losses, do not recognize deferred tax assets related to their loss in the period.
Income tax expense amounted to $2.8 million for the twelve months ended March 31, 2025, representing an increase of $2.7 million, from $0.1 million for the twelve months ended March 31, 2024, due to an increase in current tax expense, as a result of increased taxable income in certain jurisdictions, and an increase in deferred
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 23


tax expense, as a result of increased taxable income in certain entities for which deferred tax assets were previously recognized. Certain entities of the Group, with a history of losses, do not recognize deferred tax assets related to their loss in the period.
8.5 Net Earnings (Loss) and Earnings (Loss) per Share
Net earnings for the three months ended March 31, 2025 were $8.0 million, representing an increase of $5.7 million, from $2.3 million for the three months ended March 31, 2024. The increased earnings were driven primarily by the increased gross margin, due to higher efficiencies and a $1.0 million tax credit recovery from a previous acquisition, and decreased depreciation of property and equipment, partially offset by increased selling, general and administrative expenses, decreased business acquisition, integration and reorganization recovery, increased net financial expenses, and increased income tax expense for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. On a per share basis, this translated into basic and diluted earnings per share of $0.08 for the three months ended March 31, 2025, compared to $0.02 per share for the three months ended March 31, 2024.
Net earnings for the twelve months ended March 31, 2025 were $1.3 million, representing an increase of $18.0 million, from a net loss of $16.7 million for the twelve months ended March 31, 2024. The increased earnings were driven by the increased gross margin, due to higher efficiencies and a $1.0 million tax credit recovery from a previous acquisition, decreased selling, general and administrative expenses, including a $1.3 million reduction in expenses mainly related to impairment of property and equipment and right-of-use assets in the first quarter of last year, decreased business acquisition, integration and reorganization costs, resulting primarily from an increased recovery of $1.8 million from the contingent consideration adjustment related to the earn-out consideration from the Datum Acquisition which was partially offset by an increase of $1.0 million in acquisition costs related to the XRM Acquisition, decreased amortization of intangibles and depreciation of property and equipment, increased foreign exchange gain, and decreased net financial expenses, partially offset by the $5.1 million impairment of goodwill and increased income tax expense for the twelve months ended March 31, 2025, compared to the twelve months ended March 31, 2024. On a per share basis, this translated into basic and diluted earnings per share of $0.01 for the twelve months ended March 31, 2025, compared to a basic and diluted net loss of $0.17 per share for the twelve months ended March 31, 2024.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 24


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 March 31,For the year ended
March 31,
(in $ thousands)2025202420252024
$$$$
Net earnings (loss)8,043 2,298 1,295 (16,660)
Business acquisition, integration and reorganization costs (recovery)(1,322)(1,414)(1,234)3,384 
Amortization of intangibles4,837 4,795 18,926 23,095 
Share-based compensation915 1,226 5,343 6,257 
Impairment of goodwill— — 5,144 — 
Impairment of property and equipment and right-of-use assets and loss on lease termination150 140 150 1,462 
Severance630 — 2,132 — 
Effect of income tax related to above items(1,027)(989)(3,607)(3,930)
Adjusted Net Earnings (1)(2)
12,226 6,056 28,149 13,608 
Basic and diluted loss per share0.08 0.02 0.01 (0.17)
Adjusted Net Earnings per Share (1)(2)
0.12 0.06 0.29 0.14 
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.
2 Figures for the year ended March 31, 2024 reflect adjustments for certain changes to the calculations and assumptions.
Adjusted Net Earnings amounted to $12.2 million for the three months ended March 31, 2025, representing an increase of $6.1 million, or 101.9%, from $6.1 million for the three months ended March 31, 2024. As explained above, increased gross margin, driven by higher efficiencies and a $1.0 million tax credit recovery from a previous acquisition, and decreased depreciation were partially offset by increased selling, general and administrative expenses, increased foreign exchange loss, increased net financial expenses, and increased income tax expense. This translated into Adjusted Net Earnings per Share of $0.12 for the three months ended March 31, 2025, compared to $0.06 for the three months ended March 31, 2024.
Adjusted Net Earnings amounted to $28.1 million for the twelve months ended March 31, 2025, representing an increase of $14.5 million, or 106.9%, from $13.6 million for the twelve months ended March 31, 2024. As explained above, increased gross margin driven by higher efficiencies and a $1.0 million tax credit recovery from a previous acquisition, decreased selling, general and administrative expenses, decreased depreciation, increased foreign exchange gain, and decreased net financial expenses were partially offset by increased income tax expense. This translated into Adjusted Net Earnings per Share of $0.29 for the twelve months ended March 31, 2025, compared to $0.14 for the twelve months ended March 31, 2024.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 25


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, depreciation and amortization and foreign exchange loss (gain), 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 March 31, 2025
(in $ thousands)CanadaU.S.InternationalTotal
$$$$
Revenues65,430 54,151 5,750 125,331 
Cost of revenues and operating expenses
Employee compensation and subcontractor costs53,476 37,464 5,013 95,953 
Tax credits(3,299)— (138)(3,437)
Licenses and telecommunication343 1,238 107 1,688 
Other expenses1,967 1,622 264 3,853 
52,487 40,324 5,246 98,057 
Operating income by segment12,943 13,827 504 27,274 
Head office general and administrative expenses10,922 
Business acquisition, integration and reorganization costs (recovery) (a)
(1,322)
Foreign exchange loss (gain)187 
Operating income before depreciation, amortization and impairment17,487 
Depreciation and amortization5,995 
Impairment of goodwill— 
Operating income (loss)11,492 
(a) The recovery of $(2,829,000) included in Business acquisition, integration and reorganization costs relates to the U.S. segment. The reorganization costs included in Business acquisition, integration and reorganization costs mostly relate to the Canada segment.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 26


For the three months ended March 31, 2024
(in $ thousands)CanadaU.S.InternationalTotal
$$$$
Revenues64,589 50,449 5,502 120,540 
Cost of revenues and operating expenses
Employee compensation and subcontractor costs56,326 36,904 4,936 98,166 
Tax credits(3,156)— (275)(3,431)
Licenses and telecommunication457 1,171 28 1,656 
Other expenses2,970 2,116 52 5,138 
56,597 40,191 4,741 101,529 
Operating income by segment7,992 10,258 761 19,011 
Head office general and administrative expenses9,872 
Business acquisition, integration and reorganization costs (recovery) (b)
(1,414)
Foreign exchange loss (gain)152 
Operating income before depreciation, amortization and impairment10,401 
Depreciation and amortization6,098 
Impairment of goodwill— 
Operating income (loss)4,303 
(b) The recovery of $(3,827,000) included in Business acquisition, integration and reorganization costs relates to the U.S. segment. The reorganization costs included in Business acquisition, integration and reorganization costs mostly relate to the Canada segment.
For the twelve months ended March 31, 2025
CanadaU.S.InternationalTotal
$$$$
Revenues251,902 200,515 21,064 473,481 
Cost of revenues and operating expenses
Employee compensation and subcontractor costs212,159 148,656 18,048 378,863 
Tax credits(8,968)— (153)(9,121)
Licenses and telecommunication1,004 4,891 211 6,106 
Other expenses7,368 7,271 1,149 15,788 
211,563 160,818 19,255 391,636 
Operating income by segment40,339 39,697 1,809 81,845 
Head office general and administrative expenses41,792 
Business acquisition, integration and reorganization costs (recovery) (c)
(1,234)
Foreign exchange loss (gain)(258)
Operating income before depreciation, amortization and impairment41,545 
Depreciation and amortization23,449 
Impairment of goodwill (c)
5,144 
Operating income (loss)12,952 
(c) The recovery of $(5,567,000) from the contingent consideration adjustment included in Business acquisition, integration and reorganization costs and the impairment of goodwill relate to the U.S. segment. The reorganization costs included in Business acquisition, integration and reorganization costs mostly relate to the Canada segment.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 27


For the twelve months ended March 31, 2024
CanadaU.S.InternationalTotal
$$$$
Revenues277,544 192,493 21,088 491,125 
Cost of revenues and operating expenses
Employee compensation and subcontractor costs239,563 146,067 18,123 403,753 
Tax credits(7,851)— (616)(8,467)
Licenses and telecommunication1,216 4,894 103 6,213 
Other expenses11,703 8,702 998 21,403 
244,631 159,663 18,608 422,902 
Operating income by segment32,913 32,830 2,480 68,223 
Head office general and administrative expenses40,471 
Business acquisition, integration and reorganization costs (d)
3,384 
Foreign exchange loss (gain)102 
Operating income before depreciation, amortization and impairment24,266 
Depreciation and amortization29,008 
Impairment of goodwill— 
Operating income (loss)(4,742)
(d) The recovery of $(3,827,000) from the contingent consideration adjustment included in Business acquisition, integration and reorganization costs relates to the U.S. segment. The reorganization costs included in Business acquisition, integration and reorganization costs mostly relate to the Canada segment.
For a discussion of revenue variances by segment, refer to section 8.1 titled “Revenues”.
Operating income by segment in Canada increased by $4.9 million, or 61.9%, to $12.9 million for the three months ended March 31, 2025, from $8.0 million for the three months ended March 31, 2024, due to decreased employee compensation and subcontractor costs on increased revenues, mainly due to increased efficiencies, a positive margin contribution from XRM Vision since the acquisition, and a $1.0 million tax credit recovery from a previous acquisition, offset by lower tax credits compared to the fourth quarter of last year.
Operating income by segment in the U.S. increased by $3.5 million, or 34.8%, to $13.8 million for the three months ended March 31, 2025, from $10.3 million for the three months ended March 31, 2024, primarily due to increased revenues, increased efficiencies, and improved project performance, partially offset by lower digital adoption subscription revenues, which historically had a higher contribution.
Operating income for the international segment decreased by $0.3 million, or 33.8%, to $0.5 million for the three months ended March 31, 2025, from $0.8 million for the three months ended March 31, 2024, primarily due to decreased tax credits and increased licenses and telecommunication and other expenses.
Operating income by segment in Canada increased by $7.4 million, or 22.6%, to $40.3 million for the twelve months ended March 31, 2025, from $32.9 million for the twelve months ended March 31, 2024, primarily due to decreased employee compensation and subcontractor costs, decreased other expenses, and a $1.0 million tax credit recovery from a previous acquisition, partially offset by decreased revenues.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 28


Operating income by segment in the U.S. increased by $6.9 million, or 20.9%, to $39.7 million for the twelve months ended March 31, 2025, from $32.8 million for the twelve months ended March 31, 2024, primarily due to increased revenues, increased efficiencies, and improved project performance, partially offset by lower digital adoption subscription revenues, which historically had a higher contribution.
Operating income for the international segment decreased by $0.7 million, or 27.1%, to $1.8 million for the twelve months ended March 31, 2025, from $2.5 million for the twelve months ended March 31, 2024, primarily due to decreased tax credits and increased licenses and telecommunication and other expenses.
8.8 EBITDA and Adjusted EBITDA
The following table reconciles net earnings (loss) to EBITDA and Adjusted EBITDA:
For the three months ended March 31,For the year ended March 31,
(in $ thousands)2025202420252024
$$$$
Revenues125,331 120,540 473,481 491,125 
Net earnings (loss)8,043 2,298 1,295 (16,660)
Net financial expenses2,636 2,262 8,882 11,857 
Income tax expense813 (257)2,775 61 
Depreciation1,158 1,303 4,523 5,913 
Amortization of intangibles4,837 4,795 18,926 23,095 
EBITDA (1)
17,487 10,401 36,401 24,266 
EBITDA Margin (1)
14.0 %8.6 %7.7 %4.9 %
Adjusted for:
Foreign exchange gain187 152 (258)102 
Share-based compensation915 1,226 5,343 6,257 
Business acquisition, integration and reorganization costs (recovery)(1,322)(1,414)(1,234)3,384 
Impairment of goodwill— — 5,144 — 
Impairment of property and equipment and right-of-use assets and loss on lease termination150 140 150 1,462 
Severance630 — 2,132 — 
Adjusted EBITDA (1)
18,047 10,505 47,678 35,471 
Adjusted EBITDA Margin (1)
14.4 %8.7 %10.1 %7.2 %
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 $17.5 million for the three months ended March 31, 2025, representing an increase of $7.1 million, or 68.1%, from $10.4 million for the three months ended March 31, 2024. EBITDA Margin was 14.0% for the three months ended March 31, 2025, compared to 8.6% for the three months ended March 31, 2024.
Adjusted EBITDA amounted to $18.0 million for the three months ended March 31, 2025, representing an increase of $7.5 million, or 71.8%, from $10.5 million for the three months ended March 31, 2024. As explained above, increased gross margin, driven by higher revenues and higher gross margin as a percentage of revenues, was partially offset by increased selling, general and administrative expenses. Adjusted EBITDA
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 29


Margin was 14.4% for the three months ended March 31, 2025, compared to 8.7% for the three months ended March 31, 2024.
EBITDA amounted to $36.4 million for the twelve months ended March 31, 2025, representing an increase of $12.1 million, or 50.0%, from $24.3 million for the twelve months ended March 31, 2024. EBITDA Margin was 7.7% for the twelve months ended March 31, 2025, compared to 4.9% for the twelve months ended March 31, 2024.
Adjusted EBITDA amounted to $47.7 million for the twelve months ended March 31, 2025, representing an increase of $12.2 million, or 34.4%, from $35.5 million for the twelve months ended March 31, 2024. As explained above, increased gross margin, driven by higher gross margin as a percentage of revenues, was complemented by decreased selling, general and administrative expenses. Adjusted EBITDA Margin was 10.1% for the twelve months ended March 31, 2025, compared to 7.2% for the twelve months ended March 31, 2024.
9. Bookings and Backlog
Bookings during the three months ended March 31, 2025 were $100.1 million, which translated into a Book-to-Bill Ratio of 0.80 for the quarter, compared to Bookings of $133.9 million and a Book-to-Bill Ratio of 1.11 for the same quarter last year. The Book-to-Bill Ratio would have been 0.89 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 1.27 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.
For the twelve months ended March 31, 2025, Bookings were $420.7 million, which translated into a Book-to-Bill ratio of 0.89, compared to Bookings of $480.5 million and a Book-to-Bill Ratio of 0.98 last year. 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 1.13 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 March 31, 2025 and 2024, Backlog represented approximately 16 months of trailing twelve-month revenues. 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 year ended March 31, 2025
| 30


10. Financial Position
As atMarch 31,
(in $ thousands)20252024
$$
Current assets145,705 139,615 
Non-current assets280,275 276,882 
Total Assets425,980 416,497 
Current liabilities117,528 117,033 
Non-current liabilities123,896 124,260 
Total Liabilities241,424 241,293 
Shareholders' equity184,556 175,204 
Total Liabilities and Shareholders' Equity425,980 416,497 
For the twelve months ended March 31, 2025, total assets and total liabilities and shareholders’ equity were $426.0 million, representing an increase of $9.5 million, or 2.3%, from $416.5 million for the twelve months ended March 31, 2024.
The $9.5 million increase in total assets was due primarily to increases of $14.7 million in goodwill from the XRM acquisition, $7.1 million in cash, and $1.6 million in prepaids, mainly due to an increase in annual subscriptions compared to monthly subscriptions, partially offset by a decrease of $6.8 million in intangibles mainly due to amortization and a foreign exchange rate impact, partially offset by $9.7 million of intangibles from the XRM Acquisition, and a $3.5 million decrease in accounts receivable and other receivables, despite an increase in revenues for the three months ended March 31, 2025 and the addition of accounts receivable and other receivables from the XRM acquisition, compared to the three months ended March 31, 2024, mainly due to improved project performance and DSO.
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 increase in total liabilities and shareholders’ equity of $9.5 million consisted of a $9.4 million increase in equity(1) and a $0.1 million increase in liabilities. The increase in total liabilities was due primarily to increases of $6.0 million in accounts payable and accrued liabilities, mainly due to higher accrued variable compensation resulting from improved business performance and accounts payable and accrued liabilities assumed from the XRM acquisition, partially offset by lower consumption taxes payable due to timing, $3.1 million in deferred tax liabilities mainly caused by differences related to intangibles and goodwill on business acquisition partially offset by recognized earnings, and $1.3 million in contingent consideration, consisting of $5.4 million from the XRM acquisition, partially offset by a contingent consideration adjustment of $4.3 million related to the earn-out consideration from the Datum Acquisition and a $0.2 million foreign exchange rate impact. The increased liabilities were partially offset by decreases of $7.5 million in long-term debt and $2.5 million in lease liabilities, as the Company continues to reduce its footprint and realize synergies.
For a discussion of the variance in long-term debt, refer to section 11.6 titled "Long-Term Debt and Net Debt".
1 For more details, refer to the consolidated statements of changes in shareholders' equity in the Q4 Financial Statements.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 31


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, secured loans 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-month and twelve-month periods ended March 31, 2025 and 2024:
For the three months ended March 31,For the year ended March 31,
(in $ thousands)2025202420252024
$$$$
Net cash from operating activities17,070 9,732 48,433 15,669 
Net cash used in investing activities(482)(331)(7,823)(787)
Net cash used in financing activities(14,920)(11,473)(34,149)(28,577)
Effect of exchange rate changes on cash195 114 636 (29)
Net change in cash1,863 (1,958)7,097 (13,724)
Cash, beginning of period14,093 10,817 8,859 22,583 
Cash, end of period15,956 8,859 15,956 8,859 
11.2 Cash Flows - Operating Activities
For the three months ended March 31, 2025, net cash from operating activities was $17.1 million, representing an increase of $7.4 million, or 75.4%, from $9.7 million for the three months ended March 31, 2024. The cash flows for the three months ended March 31, 2025 resulted primarily from the net earnings of $8.0 million, plus $6.6 million of adjustments to the net earnings, consisting primarily of non-cash items such as depreciation and amortization, net financial expenses, share-based compensation, and deferred taxes, partially offset by a contingent consideration adjustment, unrealized foreign exchange gain, and the cash settlement of RSUs, DSUs, and PSUs, and by $2.5 million in favorable changes in non-cash working capital items. In comparison, the cash flows for the three months ended March 31, 2024 resulted primarily from the net earnings of $2.3 million, plus $5.8 million of adjustments to the net earnings, consisting primarily of non-cash items such as depreciation and amortization, net financial expenses, share-based compensation, and unrealized foreign exchange gain, partially offset by a contingent consideration adjustment and deferred taxes, and $1.7 million in favorable changes in non-cash working capital items.
Favorable changes in non-cash working capital items of $2.5 million during the three months ended March 31, 2025 consisted primarily of a $10.1 million increase in accounts payable and accrued liabilities, mainly due to higher accrued variable compensation resulting from improved business performance and higher accrued subcontractor costs due to timing, an $8.5 million decrease in unbilled revenues, mainly due to the timing of invoicing and projects, and a $0.2 million increase in deferred revenues, partially offset by an $11.5 million increase in accounts receivable and other receivables, mainly due to the timing of project billing, a $3.4 million increase in tax credits receivable, and a $1.5 million increase in prepaids. For the three months ended March 31, 2024, favorable changes in non-cash working capital items of $1.7 million consisted primarily of a $5.9 million decrease in tax credits receivable, mainly due to the timing of tax credit collection, a
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 32


$2.5 million decrease in unbilled revenues, a $2.3 million increase in deferred revenues, and a $1.3 million increase in accounts payable and accrued liabilities, partially offset by a $9.6 million increase in accounts receivable and other receivables, mainly due to the timing of project billing, and a $0.9 million increase in prepaids.
For the twelve months ended March 31, 2025, net cash from operating activities was $48.4 million, representing an increase of $32.8 million, from $15.7 million for the twelve months ended March 31, 2024. The cash flows for the twelve months ended March 31, 2025 resulted primarily from the net earnings of $1.3 million, plus $36.9 million of adjustments to the net earnings, consisting primarily of non-cash items such as depreciation and amortization, net financial expenses, impairment of goodwill, share-based compensation, and deferred taxes, partially offset by a contingent consideration adjustment, unrealized foreign exchange gain, and the cash settlement of RSUs, DSUs, and PSUs, and $10.2 million in favorable changes in non-cash working capital items. In comparison, the cash flows for the twelve months ended March 31, 2024 resulted primarily from the net loss of $16.7 million, plus $42.6 million of adjustments to the net loss, consisting primarily of depreciation and amortization, net financial expenses, share-based compensation, and impairment of property and equipment and right-of-use assets, partially offset by a contingent consideration adjustment, the cash settlement of RSUs, deferred taxes, and other items, and $10.2 million in unfavorable changes in non-cash working capital items.
Favorable changes in non-cash working capital items of $10.2 million during the twelve months ended March 31, 2025 consisted primarily of a $9.5 million decrease in accounts receivable and other receivables, a $1.2 million increase in accounts payable and accrued liabilities, a $0.9 million decrease in other assets, a $0.8 million decrease in unbilled revenues, and a $0.7 million decrease in tax credits receivable, partially offset by a $1.7 million decrease in deferred revenues and a $1.2 million increase in prepaids. For the twelve months ended March 31, 2024, unfavorable changes in non-cash working capital items of $10.2 million consisted primarily of a $17.1 million decrease in accounts payable and accrued liabilities, a $6.2 million increase in accounts receivable and other receivables, and a $0.2 million increase in other assets, partially offset by an $8.5 million decrease in unbilled revenues, a $3.0 million increase in deferred revenues, a $1.2 million decrease in tax credits receivable, and a $0.6 million decrease in prepaids.
11.3 Cash Flows - Investing Activities
For the three months ended March 31, 2025, net cash used in investing activities was $0.5 million, representing an increase of $0.2 million, from $0.3 million for the three months ended March 31, 2024. The cash used in the three months ended March 31, 2025 and 2024 resulted primarily from purchases of property and equipment as part of the ordinary course of business.
For the twelve months ended March 31, 2025, net cash used in investing activities was $7.8 million, representing an increase of $7.0 million, from $0.8 million for the twelve months ended March 31, 2024. The cash used in the twelve months ended March 31, 2025 consisted primarily of $6.4 million related to the XRM Acquisition, net of cash acquired, and $1.4 million of purchases of property and equipment and intangibles as part of the ordinary course of business. In comparison, the cash used in the twelve months ended March 31, 2024 resulted primarily from purchases of property and equipment as part of the ordinary course of business.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 33


11.4 Cash Flows - Financing Activities
For the three months ended March 31, 2025, net cash used in financing activities was $14.9 million, representing an increase of $3.4 million, from $11.5 million for the three months ended March 31, 2024. The cash flows for the three months ended March 31, 2025 resulted primarily from $25.3 million in long-term debt repayments, $2.2 million in financial expenses paid, and $1.0 million in repayments of lease liabilities, partially offset by $13.4 million in proceeds from long-term debt, net of related transaction costs, as described in section 11.6. In comparison, the cash flows for the three months ended March 31, 2024 resulted primarily from $45.1 million in long-term debt repayments, $2.1 million in financial expenses paid, $1.5 million in repayments of lease liabilities, including lease termination costs, and $0.2 million in shares purchased for cancellation, partially offset by $37.5 million in proceeds from long-term debt, net of related transaction costs.
For the twelve months ended March 31, 2025, net cash used in financing activities was $34.1 million, representing an increase of $5.5 million, from $28.6 million for the twelve months ended March 31, 2024. The cash flows for the twelve months ended March 31, 2025 resulted primarily from $123.6 million in long-term debt repayments, $8.0 million in financial expenses paid, $4.6 million in repayments of lease liabilities, including lease termination costs, $0.4 million in Subordinate Voting Shares purchased for cancellation, $0.2 million in witholding taxes paid pursuant to the settlement of RSUs and PSUs, and $0.1 million in Subordinate Voting Shares purchased on the open market by the Share Unit Plan's ("SUP") administrator in connection with the settlement of RSUs, partially offset by $102.7 million in proceeds from long-term debt, net of related transaction costs, as described in section 11.6. In comparison, the cash flows for the twelve months ended March 31, 2024 resulted primarily from $159.1 million in long-term debt repayments, $11.0 million in financial expenses paid, $5.8 million in repayments of lease liabilities, including lease termination costs, and $1.0 million in shares purchased for cancellation, partially offset by $148.3 million in proceeds from long-term debt, net of related transaction costs.
11.5 Capital Resources
Capital resources are summarized in the table below:
As atMarch 31,
(in $ thousands)2025
$
Cash15,956 
Availability under the senior secured revolving credit facility (1)
112,271 
Availability under the operating credit facility (2)
2,876 
131,103 
1 Refer to section 11.6 titled "Long-Term Debt and Net Debt” for further details on the senior secured revolving credit facility.
2 Refer to Note 11 of the annual audited consolidated financial statements for further details on the operating credit facility.
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.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 34


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 March 31, 2025, capital resources available to Alithya amounted to $131.1 million, consisting of cash, mainly generated through operations, as discussed above, and availability under its credit facilities, including the accordion provision. As such, 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 atMarch 31,March 31,
(in $ thousands)20252024
$$
Senior secured revolving credit facility (the "Credit Facility") (a)
77,729 81,073 
Secured loans— 8,537 
Subordinated unsecured loans (b)
20,000 20,000 
Balance of purchase price payable with a nominal value of $4,479,000 (US$3,115,000) (March 31, 2024 - $8,436,000 (US$6,230,000)), non-interest bearing (4.4% effective interest rate), payable in annual installments of $4,479,000 (US$3,115,000), maturing on July 1, 2025 4,431 8,172 
Balance of purchase price payable with a nominal value of $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
7,718 — 
Other debt from XRM Acquisition379 — 
Unamortized transaction costs (net of accumulated amortization of $403,000 and $215,000)(338)(400)
109,919 117,382 
Current portion of long-term debt8,059 12,687 
101,860 104,695 
(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.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 35


(b) The subordinated unsecured loans with Investissement Québec, in the amount of $20,000,000, mature on October 1, 2026 and are renewable for one additional year at the lender’s discretion. For the period up to October 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. The interest rates for the period between October 1, 2025 to October 1, 2026 will be communicated by the lender at the latest fifteen days prior to October 1, 2025. Once communicated, the Company will have the option to partially or fully repay the loans, without penalties, by October 1, 2025 at the latest.
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 March 31, 2025 and 2024.
Total long-term debt as at March 31, 2025 decreased by $7.5 million, to $109.9 million, from $117.4 million as at March 31, 2024, due primarily to a decrease of $3.3 million in amounts drawn under the Credit Facility and the repayments of $8.5 million in secured loans and $3.7 million of a balance of purchase price payable, partially offset by the addition of a $7.7 million balance of purchase price payable as part of the XRM Acquisition.
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. In comparison, as at March 31, 2024, cash amounted to $8.9 million and $81.1 million was drawn under the Credit Facility and classified as long-term debt.
The following table reconciles long-term debt to Net Debt(1):
As atMarch 31,March 31,
(in $ thousands)20252024
$$
Current portion of long-term debt8,059 12,687 
Non-current portion of long-term debt101,860 104,695 
Total long-term debt109,919 117,382 
Less:
Cash15,956 8,859 
Net Debt
93,963 108,523 
 
1 Non-IFRS measure. See section5 titled "Non-IFRS and Other Financial Measures” for an explanation of the composition and usefulness of this non-IFRS financial measure.
During the twelve months ended March 31, 2025, Alithya's Net Debt decreased, despite the inclusion of all debt related to the XRM Acquisition, primarily as a result of the decrease in long-term debt and the increase in cash, mainly generated by earnings.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 36


11.7 Contractual Obligations
The following table summarizes the carrying amounts and the contractual maturities of both the interest and principal portions of significant financial liabilities and contracted expenditures for operating commitments:
As atMarch 31, 2025
(in $ thousands)Carrying amountTotalLess than 1 year1-2 years2-5 yearsMore than 5 years
$$$$$$
Trade payable42,327 42,327 42,327 — — — 
Contingent consideration5,359 6,353 — 6,353 — — 
Credit Facility77,729 88,060 5,217 5,114 77,729 — 
Subordinated unsecured loans20,000 22,221 1,438 20,783 — — 
Balance of purchase price payable12,149 13,104 7,929 3,450 1,725 — 
Other liabilities (included in long-term debt)379 389 360 29 — — 
Lease liabilities8,995 10,149 3,928 1,911 4,186 124 
Operating commitments— 16,125 6,999 4,012 5,114 — 
166,938 198,728 68,198 41,652 88,754 124 
11.8 Off-Balance Sheet Arrangements
Alithya uses off-balance sheet financing for operating commitments for technology licenses and infrastructure, as disclosed in the section above titled "Contractual Obligations". Other than as disclosed in the section above and Note 15 of the annual audited consolidated financial statements, there have been no material changes with respect to off-balance sheet arrangements since March 31, 2024 outside of Alithya’s ordinary course of business.
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 13 of Alithya's annual audited consolidated financial statements.
12.1 Normal Course Issuer Bid
On September 13, 2023, the Company’s Board of Directors authorized and subsequently the TSX approved the renewal of its normal course issuer bid ("NCIB"). Under the NCIB, the Company was allowed to purchase for cancellation up to 2,411,570 (previously 2,491,128) Subordinate Voting Shares, representing 5% of the Company’s public float as of the close of markets on September 7, 2023.
The NCIB commenced on September 20, 2023 and ended on September 19, 2024 (previously between September 20, 2022 and September 19, 2023). All purchases of Subordinate Voting Shares were made by means of open market transactions at their market price at the time of acquisition.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 37


In connection with the NCIB, the Company had entered into an automatic share purchase plan (“ASPP”) with a designated broker. The ASPP allowed 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.
The Company did not renew its NCIB program following the end of the program on September 19, 2024.
13. Related Parties
Ultimate controlling party
As at March 31, 2025, the holders of Multiple Voting Shares, directly or indirectly, collectively owned or exercised control over Subordinate Voting Shares and Multiple Voting Shares representing approximately 44.6% of the total voting rights of Alithya. The holders entered into a voting agreement on November 1, 2018, pursuant to which they agreed to, among other things, vote all of the Subordinate Voting Shares and Multiple Voting Shares under their control in accordance with decisions made by a majority of them, subject to certain exceptions.
Transactions with key management personnel
Key management personnel includes the Company’s directors and members of the Company’s Executive Committee and certain other key management personnel. Key management personnel of Alithya participate in the share purchase plan, the Long-term Incentive Plan, and the Share Unit Plan. The compensation paid or payable to key management personnel for services is shown below:
Year endedMarch 31,March 31,
(in $ thousands)20252024
$$
Short-term employee benefits (a)
6,275 4,100
Share-based compensation2,0602,106
Termination benefits878—
9,213 6,206 
(a) Short-term employee benefits include salaries, benefits and short-term incentive compensation.
In addition to the above amounts, the Company is committed to pay termination benefits to certain key management personnel up to $7,378,000 (2024 - $6,433,000) in the event of a termination under certain conditions.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 38


14. Selected Annual Information
For the years ended March 31,
(in $ thousands)202520242023
$$$
Revenues473,481 491,125 522,701 
Net earnings (loss)1,295 (16,660)(30,097)
Basic and diluted earnings (loss) per share0.01 (0.17)(0.32)
Total assets425,980 416,497 464,101 
Non-current long-term debt, non-current lease liabilities, and non-current contingent consideration112,668 116,161 136,062 
Revenues decreased from March 31, 2024 to March 31, 2025 primarily due to one client's major transformation project reaching maturity and a reduction in revenues from a few government contracts in Canada, partially offset by organic growth in certain areas of the business, a recovery in the banking sector, revenues from XRM Vision since the acquisition, and the positive impact of foreign exchange variations between the periods. Revenues decreased from March 31, 2023 to March 31, 2024 primarily due to a reduction in information technology investments in the banking sector and certain client projects reaching maturity, partially offset by organic growth in certain areas of the business and the positive impact of foreign exchange variations between the periods.
Net earnings for the twelve months ended March 31, 2025 were $1.3 million, representing an increase of $18.0 million, from a net loss of $16.7 million for the twelve months ended March 31, 2024. The increased earnings were driven by the increased gross margin, including a $1.0 million tax credit recovery from a previous acquisition, decreased selling, general and administrative expenses, including a $1.3 million reduction in expenses mainly related to impairment of property and equipment and right-of-use assets in the first quarter of last year, decreased business acquisition, integration and reorganization costs, resulting primarily from an increased recovery of $1.8 million from the contingent consideration adjustment related to the earn-out consideration from the Datum Acquisition which was partially offset by an increase of $1.0 million in acquisition costs related to the XRM Acquisition, decreased amortization of intangibles and depreciation of property and equipment, increased foreign exchange gain, and decreased net financial expenses, partially offset by the $5.1 million impairment of goodwill and increased income tax expense for the twelve months ended March 31, 2025, compared to the twelve months ended March 31, 2024. Net loss and basic and diluted loss per share decreased from March 31, 2023 to March 31, 2024 primarily due to decreases in selling, general and administrative expenses, business acquisition, integration and reorganization costs, including a recovery of the earn-out consideration related to the Datum Acquisition, and amortization of intangibles and depreciation of property and equipment, partially offset by decreased gross margin and increases in income tax expense, primarily due to a decrease in deferred tax recovery resulting from a deferred tax asset that was probable of being realized as a result of the deferred tax liability pursuant to the acquisition of Datum in the prior year, and net financial expenses.
The increase in total assets from March 31, 2024 to March 31, 2025 was due primarily to the acquisition of XRM, which resulted in the recognition of intangible assets and goodwill, and the increase in cash, consisting mainly of increased cash from operating activities, partially offset by the decrease in intangible assets due to amortization that occurred during the year ended March 31, 2025 and a decrease in accounts receivable and other receivables. The decrease in total assets from March 31, 2023 to March 31, 2024 was due primarily to the
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 39


decrease in cash, due to repayments under the Credit Facility, and the decreases in unbilled revenues and intangibles and property and equipment due to amortization and depreciation that occurred during the year ended March 31, 2024, partially offset by an increase in accounts receivable and other receivables.
Non-current long-term debt, non-current lease liabilities, and non-current contingent consideration increased from March 31, 2024 to March 31, 2025 due to increased contingent consideration resulting from the XRM Acquisition, partially offset by a recovery of the earn-out consideration related to the Datum Acquisition and decreased long-term debt and lease liabilities resulting from repayments made in the year ended March 31, 2025. Non-current long-term debt and lease liabilities decreased from March 31, 2023 to March 31, 2024, primarily due to decreased long-term debt resulting from the repayment of loans, a recovery of the earn-out consideration related to the Datum Acquisition, and a reassessment of lease liabilities as part of Alithya's review of its real estate strategy following the integration of acquisitions and changes in working conditions in order to reduce the Company's footprint and realize synergies.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 40


15. Eight Quarter Summary
 For the three months ended
(in $ thousands, except for per share data)Jun 30,Sep 30,Dec 31,Mar 31,Jun 30,Sep 30,Dec 31,Mar 31,
20232023202320242024202420242025
Revenues131,595 118,492 120,498 120,540 120,875 111,514 115,761 125,331 
Cost of revenues93,502 83,701 82,819 81,793 82,345 77,386 78,376 79,240 
Gross margin38,093 34,791 37,679 38,747 38,530 34,128 37,385 46,091 
28.9 %29.4 %31.3 %32.1 %31.9 %30.6 %32.3 %36.8 %
Operating expenses
Selling, general and administrative expenses32,499 29,930 29,521 29,608 31,659 25,869 28,814 29,739 
Business acquisition, integration and reorganization costs (recovery)1,105 2,663 1,030 (1,414)783 549 (1,244)(1,322)
Depreciation1,668 1,498 1,444 1,303 1,095 1,102 1,168 1,158 
Amortization of intangibles6,824 6,177 5,299 4,795 4,644 4,635 4,810 4,837 
Foreign exchange (gain) loss(128)112 (34)152 (17)259 (687)187 
Impairment of intangibles and goodwill— — — — — — 5,144 — 
41,968 40,380 37,260 34,444 38,164 32,414 38,005 34,599 
Operating income (loss)(3,875)(5,589)419 4,303 366 1,714 (620)11,492 
Net financial expenses3,220 3,073 3,302 2,262 2,372 1,502 2,372 2,636 
Earnings (loss) before income taxes(7,095)(8,662)(2,883)2,041 (2,006)212 (2,992)8,856 
Income tax (recovery) expense 150 514 (346)(257)756 482 724 813 
Net earnings (loss)(7,245)(9,176)(2,537)2,298 (2,762)(270)(3,716)8,043 
Basic and diluted earnings (loss) per share(0.08)(0.10)(0.03)0.02 (0.03)— (0.04)0.08 
     
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 information technology investment cycles are also affected by the seasonality of their own operations.
Over the eight-quarter period, revenues have fluctuated due to reductions in information technology investments in the financial services sector and certain clients' projects reaching maturity. Gross margin as a percentage of revenues has generally followed an increasing trend, mainly due to higher billing rates and increased efficiencies, improved project performance, and a steady migration towards higher value-added services. 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. The downward trend in costs resulted mainly from the review of Alithya's cost structure initiated in the fourth quarter of fiscal 2022 and the modifications undertaken in the quarters that followed, and workforce reductions in response to changes in economic conditions. As a percentage of consolidated revenues, total selling, general and administrative expenses 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
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 41


reorganization costs, depreciation, amortization of intangibles, and net financial expenses, have also varied as a result of business acquisitions and the subsequent integration activities and requirements.
16. Significant Management Judgement and Accounting Estimates
The preparation of Alithya’s 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 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. Alithya's material accounting policies are fully described in Note 3 of Alithya's annual audited consolidated financial statements.
The following are critical judgements that management has made in applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:
Determination of cash generating units – The identification of CGUs and grouping of assets into the respective CGUs is based on currently available information about actual utilization experience and expected future business plans. Management has taken into consideration various factors in identifying its CGUs. These factors include how the Company manages and monitors its operations, the nature of each CGU’s operations, and the major customer markets they serve. As such, the Company has identified its CGUs for purposes of testing the recoverability and impairment of non-financial assets to be: Canada, France, EPM, ERP and Industry Solutions.
Determination of operating segments – The Company uses judgment in the determination of operating segments for financial reporting and disclosure purposes. The Company has examined its activities and has determined that it has three reportable segments based on geography: Canada, U.S. and International.
The following are assumptions and estimation uncertainties that have a significant risk of resulting in material adjustments within the next year:
Revenue recognition for fixed-fee and time and material arrangements applying the Input Method – The Company recognizes revenues from arrangements applying the input method which can extend over more than one reporting period. Revenue from these arrangements applying the Input Method is recognized over time based on a measure of progress using the Company’s best estimate of the total expected labour costs, and the related risks associated with completing the service. The determination of total expected labour costs to complete a service is based on estimates that can be affected by a variety of factors, including but not limited to, changes in the scope of the contract, delays in reaching milestones, changes in labour mix and rates, previously unidentified complexities in service delivery, or potential claims from customers.
As risks and uncertainties are different for each project, the sources of variations between anticipated costs and actual costs incurred will also vary by project. The determination of estimates is based on the Company's business practices as well as its historical experience, and is tightly linked to detailed project management processes and controls. The information provided by the project managers combined with a knowledgeable assessment of technical complexities and risks are used in estimating the percentage complete.
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 42


Impairment of long-lived assets – The Company’s impairment test for goodwill is based on internal estimates of its individual CGUs’ recoverable amounts determined as the greater of value in use and fair value less costs of disposal. Value in use represents the present value of the future cash flows expected to be derived from the CGU from its continued use. The fair value less cost of disposal represents the price that would be received to sell the CGU in an orderly transaction between market participants at the measurement date under current market conditions, less incremental costs directly attributable to disposing of the CGU, excluding finance costs and income tax expense.
Key assumptions of the individual CGUs’ value-in-use include forecasted revenues, cost of revenues, SG&A expenses and other non-cash adjustments applied in the determination of the Company’s three year net operating cash flow forecast, estimated long-term growth rates used to extrapolate the three year net operating cash flow forecast and the pre-tax value weighted average cost of capital (“WACC”) applied in the determination of the present value of the net operating cash flow forecast.
Key assumptions of the individual CGUs’ fair value less cost of disposal include estimated revenues, cost of revenues, SG&A expenses and other non-cash adjustments applied in the determination of the Company’s forecasted Adjusted EBITDA and an implied market multiple applied to forecasted Adjusted EBITDA.
Changes in these key assumptions can have a material impact on the recoverable amount calculated and ultimately the amount of any goodwill impairment recognized. Refer to Note 9 of Alithya's annual audited consolidated financial statements for additional information on the assumptions used.
17. Accounting Standard Amendments and Interpretations Effective for the Year Ended March 31, 2025
The following amendments to existing standards were adopted by the Company on April 1, 2024:
IAS 1 - Presentation of Financial Statements
On January 23, 2020, the IASB issued amendments to IAS 1 - Presentation of Financial Statements, to clarify the classification of liabilities as current or non-current. For the purposes of non-current classification, the amendments removed the requirement for a right to defer settlement or roll over of a liability for at least twelve months to be unconditional. Instead, such a right must have substance and exist at the end of the reporting period. After reconsidering certain aspects of the 2020 amendments, the IASB reconfirmed that only covenants with which a company must comply on or before the reporting date affect the classification of a liability as current or non-current. Additional disclosure will be required to help users understand the risk that those liabilities could become repayable within twelve months after the reporting date. The amendments also clarify how a company classifies a liability that includes a counterparty conversion option. The amendments state that: settlement of a liability includes transferring a company’s own equity instruments to the counterparty; and when classifying liabilities as current or non-current, a company can ignore only those conversion options that are recognized as equity. The amendments to IAS 1 apply retrospectively and are effective for annual periods beginning on or after January 1, 2024. The amendments to IAS 1 had no impact on the Company’s consolidated financial statements.

Management’s Discussion and Analysis
For the year ended March 31, 2025
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International Financial Reporting Interpretations Committee (“IFRIC”) Agenda Decision on Segment Reporting
In July 2024, the IFRS Interpretations Committee issued an agenda decision clarifying disclosure requirements for reportable segments under IFRS 8 – Operating Segments. The decision emphasizes the need to disclose certain specified items if these are included in the measure of segment profit or loss reviewed by the Chief Operating Decision Maker (CODM) or are otherwise regularly provided to the CODM, even if not included in that measure of segment profit or loss. As a result, the Company has made changes to reflect these requirements in Note 23 of Alithya's annual audited consolidated financial statements.
18. New Accounting Standards and Interpretations Issued but Not Yet Effective
At the date of authorization of the 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 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 amendment on its consolidated financial statements.
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
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 44


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. Management is currently evaluating the impact of the amendment on its consolidated financial statements.
19. Risks and Uncertainties
While Alithya is confident about its long-term prospects, it operates in an environment that presents a variety of risks and uncertainties and is affected by a number of factors which could have a material adverse effect on its business, financial condition and results of operations, cash flows, business or reputation.
Alithya’s risk management strategy is aligned with its business strategy and its activities are conducted with the understanding that risk-taking and effective management of risks are necessary and integral to achieving strategic objectives and managing business operations. The Board has delegated to the Audit and Risk Management Committee the responsibility to oversee risks and to the Corporate Governance and Nominating Committee the responsibility to oversee risks disclosure. Management discusses the critical risks facing Alithya’s business with the Audit and Risk Management Committee on a quarterly basis and with the Board on an annual basis during the strategic planning and budgeting processes, as well as on an ad hoc basis, as deemed necessary. Management also discusses risks disclosure with the Corporate Governance and Nominating Committee on a quarterly basis to ensure its disclosure remains accurate and addresses the material risks that Alithya faces. Early identification of risks helps Alithya be more proactive and prevent major incidents and consequences.
The risks that Alithya currently believes could materially affect it are described in this section. They are grouped in the following categories:
•Risks related to the market: Includes risks arising from the market in general and which could have a material impact on Alithya’s business;
•Risks related to Alithya’s business: Includes risks specific to the way in which Alithya’s business is structured and operates;
•Risks related to Alithya’s industry: Includes risks to which companies providing digital technology consulting services are subject to; and
•Risks related to Subordinate Voting Shares and Liquidity: Includes risks specific to holding Subordinate Voting Shares and liquidity.
These risks are, however, not necessarily the only risks Alithya faces. Additional risks and uncertainties that are presently unknown or that Alithya may currently deem immaterial could adversely affect its business. Investors should carefully consider the risks and uncertainties discussed in this section as well as in Alithya’s other materials made public, including documents filed with Canadian and U.S. securities regulatory authorities and which are available on SEDAR+ and EDGAR, before making an investment decision. The realization of any of these risks could, among other things, have an impact on the market price of the Subordinate Voting Shares.
Management’s Discussion and Analysis
For the year ended March 31, 2025
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19.1Risks Related to the Market
19.1.1Economic risks and political uncertainty
Alithya’s results of operations are affected by the level of business activity of its customers, which in turn is affected by their level of economic activities in the industries and markets in which they operate as well as political uncertainty, which may include armed conflict, labour or social unrest, rising inflation, national trade policies, recession, climate change, and diseases or health emergencies. Economic conditions and political uncertainty could cause certain customers to reduce or defer their expenditures for digital technology consulting services and a significant prolonged decline in the level of business activity of Alithya’s customers could have a material adverse effect on its revenues and profit margin. Since there may be fewer engagements, competition may increase and pricing for services may decline as competitors may decrease rates to maintain or increase their market share in the IT industry. Alithya maintains cost-savings initiatives to manage its expenses as a percentage of revenues, but there is no assurance that such initiatives would be successful over a long period affected by difficult economic conditions or political uncertainty. Alithya can neither predict the impact that economic and political conditions may have on its future revenues, nor predict changes in economic conditions or future political uncertainty.
Although its customers are principally located in Canada and the U.S., Alithya serves them through local presence as well as delivery centers located outside of Canada and the U.S. Accordingly, economic risks and political uncertainty in the jurisdictions from which it provides services could affect the delivery of its services. Similarly, as the Company continues to expand its operations in North America and internationally, including through acquisitions, the level of economic activity in such other jurisdictions, in which it may expand and develop more business with time, and the political uncertainty, war or armed conflict that could affect such jurisdictions could have a more significant footprint on Alithya’s operations and business, financial condition and results of operations.
Additionally, the potential impacts of climate change are unpredictable and natural disasters, sea-level rise, floods, droughts or other weather-related events present additional risks, as they could disrupt Alithya’s internal operations or its customers’ operations, impact its professionals’ health and safety, and increase insurance and other operating costs. Climate change risks can arise from physical risks (risks related to the physical effects of climate change), transition risks (risks related to regulatory, legal, technological and market changes from a transition to a low-carbon economy), as well as reputational risks related to Alithya’s management of climate-related issues and the level of disclosure related to such matters. Such risks could affect Alithya or affect the financial viability of its customers, leading to a reduction of demand and loss of business from such customers and each of these risks could negatively impact Alithya’s business, results of operations and financial condition. Alithya could be further disproportionally affected by such events if they are affecting regions where Alithya has a higher customer concentration.
19.1.2Inflation, Tariffs and Trade Disputes
With the current higher levels of inflation, Alithya may become subject to significant cost pressures, which may result in market volatility. Governments of jurisdictions in which Alithya has direct or indirect business activities may adopt initiatives to combat inflation, such as raising interest rates, thus increasing its cost of borrowing and decreasing the liquidity of capital markets. Alithya’s customers may have difficulty budgeting for external IT services, delay their IT spending or delay their payment for services provided. Higher levels of inflation may also lead to increased costs of labour and Alithya’s selling, general and administrative expenses. If Alithya’s
Management’s Discussion and Analysis
For the year ended March 31, 2025
| 46


operating costs were to become subject to significant inflationary pressures, there is no assurance that Alithya would be able to offset such higher costs, in part or in full, through price increases or other expense management efficiencies, which could have a material adverse effect on its business, financial condition or results of operations.
Political uncertainty surrounding tariffs, trade disputes and retaliatory measures between governments and barriers to international trade could negatively impact economic conditions, inflation, spending and currency exchange rates, and lead to multifaceted effects on the economies in which Alithya operates, including, but not limited to, supply chain disruptions, economic downturn and inflationary pressures, and uncertainty in capital markets. Tariffs and/or trade wars, if widespread and prolonged, can also lead to volatility in capital markets and slower economic growth. The duration and impact of these events are unknown at this time, nor is the impact on Alithya’s operations and the market for its securities. While Alithya has not been directly impacted by US tariffs, there is no assurance that its customers will not and that, if they are, it will not affect their IT spendings and how they have historically conducted business with Alithya. Failure to mitigate the negative effects of tariffs, trade disputes and/or barriers to international trade could adversely impact Alithya’s business, results of operations and financial condition.
19.1.3Pandemics
Pandemics can create significant volatility and uncertainty and disrupt the industries and markets in which Alithya operates and pose the risk that Alithya’s professionals, customers, subcontractors and business partners may be prevented from, or restricted in, conducting business activities as per past practice or as expected for an indefinite period, including due to the virus or disease or as a result of emergency measures and restrictions that may be recommended or imposed by governmental authorities to combat any such pandemic. Governmental emergency measures may include travel bans and restrictions, border closures, self-imposed quarantine or isolation periods, mandated business closures, vaccine mandates or passports, social distancing, testing requirements, stay-at-home and work-from-home policies, curfews, social distancing measures and the temporary closure of non-essential businesses, all of which may cause material disruptions and significant pressure on businesses in general and have an adverse impact on Alithya’s business and results of operations.
A pandemic may result in: (i) reduced customer demand for Alithya’s services and solutions; (ii) customer pressure on pricing and payment terms; (iii) difficulty in invoice collection; (iv) demands from customers to change or terminate existing contracts or work orders; (v) the non-renewal of expiring customer contracts; (vi) reduction in budgets for government programs that may be used by Alithya to support its research and growth; (vii) delays and disruptions in services from Alithya’s third party service providers; and (viii) devotion of substantial amounts of management time and resources and increased operating costs to mitigate the impact of the pandemic. The likelihood and magnitude of such impacts or the occurrence of a pandemic or its resurgence are inherently difficult to predict and, although some impacts may materialize themselves, it would be challenging for Alithya to accurately estimate or quantify the severity of a pandemic and the full scope and magnitude of its impacts and consequences on Alithya, its business, financial condition and prospects.
Management’s Discussion and Analysis
For the year ended March 31, 2025
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19.2Risks Related to Alithya's Business
19.2.1Changes in the nature of revenues
Alithya generates revenues through the provision of strategic consulting and digital transformation services. These services are provided under arrangements with varying pricing mechanisms. Alithya's revenue-generating customer contracts generally fall into one of the following three categories: (i) strategic consulting and enterprise transformation services (time and materials arrangements), (ii) enterprise transformation services (fixed-fee arrangements), and (iii) business enablement services (including support revenues). Alithya also sometimes enters into arrangements with multiple performance obligations as well as payrolling services with certain customers through which contractor candidates recruited and selected by customers are hired by Alithya and then assigned to customer projects. Any change in the mix of Alithya's arrangements with its customers could have an impact upon its periodic operating performance, including gross margin.
19.2.2Customer concentration
Alithya derives a significant portion of its revenues from certain major customers and expects this to continue in the foreseeable future. The increased breadth of Alithya’s services and solutions offerings has also resulted in, and may continue to result in, larger and more complex projects and contracts with these major customers. Retaining these customers requires Alithya to foster close relationships with them and achieve a thorough understanding of their operations and needs in order to continue to provide high-quality services. Such major customers may not be easily replaced, and Alithya’s ability to maintain such relationships depends on a number of factors, including the proficiency of its professionals and its management personnel. There can, however, be no assurance that each such customer will continue to be satisfied with Alithya’s services and retain the services of Alithya on the same terms, or at all, in the future. Failure to maintain close relationships with these customers or to keep providing high-quality services that meet their expectations could result in termination of customer contracts and potential liability for significant penalties or damages, any of which could have a material adverse effect on Alithya’s business, financial condition and results of operations. Consolidation among customers resulting from mergers and acquisitions could also result in loss or reduction of business when the successor's business IT needs are served by another service provider or provided by the successor company’s internal IT department. Growth in a customer’s IT needs resulting from acquisitions or operations may also lead to the undesirable outcome that Alithya would no longer have sufficient geographic scope or the critical mass to serve the customer’s needs efficiently, resulting in the loss of the customer’s business and impairing future prospects. There can be no assurance that Alithya will be able to achieve the objectives of its growth strategy in order to maintain and increase its geographic scope and critical mass in its targeted markets.
19.2.3Fluctuation of business and financial results
Alithya’s ability to maintain and increase its revenues is affected not only by its success in implementing its growth strategy by organic growth and acquisitions, but also by a number of other factors, which could cause Alithya’s financial results to fluctuate. These factors include: (i) its ability to introduce and deliver new services and business solutions; (ii) its potential exposure to a lengthened sales cycle; (iii) the cyclicality of the purchases of its technology services; and (iv) the nature of its customers’ business (for example, if a customer encounters financial difficulty, it may be forced to cancel, reduce or defer existing contracts with Alithya). Alithya’s business, revenues and cash flows may also be affected by certain seasonal trends that affect its customers. For example, revenues may be lower in its second quarter which covers the period from July 1 to September 30, as its customers operations often experience a slow-down in the summer.
Management’s Discussion and Analysis
For the year ended March 31, 2025
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19.2.4     Commitment of substantial resources for growth
Growing Alithya’s business over the long-term requires commitment of continued investments. Alithya’s future capital requirements depends on many factors, including many of those discussed above, such as: (i) the results of Alithya’s operations and the rate of its revenues growth; (ii) the development of new service offerings; (iii) the successful integration of acquisitions; (iv) hiring and retaining key personnel; (v) maintaining customer relationships; and (vi) the identification of suitable future acquisition opportunities.
Alithya’s cash on hand and available financing may not be sufficient to fund these activities if opportunities arise, and Alithya may be unable to expand its business if it does not have sufficient capital or cannot borrow or raise additional capital on attractive terms.
19.2.5     Growth through acquisitions
Alithya’s ability to grow through acquisitions requires that it identifies suitable acquisition targets that meet its financial and operational objectives and fit its culture and strategy. There can, however, be no assurance that Alithya will be able to identify and correctly evaluate suitable acquisition targets that meet its economic thresholds and create value for shareholders, or that future acquisitions will be successfully integrated into its operations and yield the tangible accretive value that had been expected. If Alithya is unable to implement its strategy, it will likely be unable to maintain its historic or expected growth rate.
The successful integration of new operations arising from Alithya’s acquisition strategy requires that a substantial amount of management time and attention be focused on integration activities and management time that is devoted to integration activities may divert management’s normal operations focus on growing the business organically with possible resulting pressure on the revenues and net earnings from its existing operations. In addition, Alithya may face complex and potentially time-consuming challenges in implementing its uniform standards, controls, procedures and policies across new operations when harmonizing their activities with those of its existing business units. Integration activities can result in unanticipated operational problems, expenses and liabilities. If Alithya is not successful in executing its integration strategies in a smooth, timely and cost-effective manner, it could have difficulty achieving expected synergies, which could as a result affect its growth and profitability objectives.
Additional risks and uncertainties relating to acquisitions and other strategic transactions include: (i) difficulties in retaining key employees and integrating new professionals from acquired businesses into Alithya’s team and culture, (ii) difficulties in maintaining and building on relationships with present and potential customers, subcontractors and business partners of an acquired business or Alithya; (iii) difficulties managing and integrating operations in geographically dispersed locations; (iv) the risk that the targeted markets do not evolve as anticipated and that technologies acquired prove to be inferior to Alithya’s expectations; (v) potential deficiencies in the internal controls and procedures at acquired companies; (vi) cybersecurity and compliance related issues; and (vii) exposure to unanticipated liabilities. Following an acquisition, Alithya may also remain reliant on the acquired business’ personnel, good faith, expertise, historical performance, technical resources, IT infrastructure and systems, timely support, and proprietary information. Accordingly, Alithya may be exposed to risks associated with adverse developments in the business and affairs of the acquired business as well as vulnerabilities of its IT infrastructure and systems.
Although Alithya strives to conduct a sufficient level of due diligence when contemplating an acquisition, an unavoidable level of risk remains regarding the accuracy, quality and completeness of the information provided
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to Alithya during such process and there may be liabilities, deficiencies or other claims associated with companies or assets that are acquired and that Alithya failed to discover or which Alithya was unable to quantify accurately or at all during the due diligence process, as it was not in a position to independently verify the accuracy or completeness of such information, and which may result in unanticipated costs. In connection with acquisitions, Alithya may also incur debt, issue Subordinate Voting Shares or securities convertible into Subordinate Voting Shares, assume contingent liabilities or have amortization expenses and write-downs of acquired assets, which could cause Alithya’s earnings to decline.
19.2.6     Penetrating new markets
Penetrating new markets, including as a result of the development and offering of new technologies and solutions, represents both a risk and an opportunity. If Alithya expands its business offerings into new industries or geographies, it will face risks associated with entering into such new markets in which it may have limited or no experience. Such new markets may also present additional complexity and Alithya may have limited or no brand recognition in such markets. It could also be costly to establish, develop and maintain international operations, as well as promote Alithya’s brand internationally. Furthermore, expanding into new jurisdictions, including where the main language is not English or French, may require substantial expenditures and take considerable time and attention, and there is no assurance that Alithya would be successful enough in these new markets to build on its investments in a timely manner, or at all.
19.2.7     International operations
Alithya operates in several jurisdictions around the world, including as a result of its offshoring capabilities. As such, the scope of its operations subjects it to a variety of financial, regulatory, political, cultural and social challenges. These risks, which can vary substantially by market and jurisdiction, are described in many of the risk factors discussed in this section and also include: (i) currency fluctuations; (ii) risks related to complying with a wide variety of local, national and international laws, regulations and policies, together with potential adverse or significant changes in laws and regulatory framework and practices and the burdens and costs of compliance associated with it; (iii) changes in regulatory practices and taxes; (iv) difficulties or expenses in enforcing contractual rights or intellectual property rights in certain jurisdictions; (v) exchange controls and other funding restrictions and limitations on Alithya’s ability to repatriate cash, funds or capital invested or held in certain jurisdictions in which Alithya operates; (vi) cultural, logistical and communications challenges; (vii) changes in regulatory practices, tariffs and taxes, which could also result in a trade war and trade restrictions; (viii) general social, economic and political conditions or instability in one or more specific jurisdictions and/or globally, including recessions, political changes or disruptions and other economic crises in one or more jurisdictions in which Alithya operates, and (xix) the risks that foreign ownership restrictions with respect to Alithya’s operations in certain jurisdictions could be adopted. Any one or more of these factors could have a material adverse impact on Alithya’s business, financial condition and results of operations.
19.2.8     Dependence on certain key personnel
Alithya believes that its success depends on the continued employment of its senior management team and other key personnel, the loss of which could have a material adverse effect on its business and results of operations, in addition to resulting in increased expenses to cover such persons’ functions until a successor is appointed and is fully operational. This dependence is particularly important to Alithya’s business because personal relationships are a critical element in obtaining and maintaining customer engagements. As its business grows, including through acquisitions, Alithya may also implement changes in its management
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structure, which it believes to be appropriate in the circumstances at the time they are implemented, but which could differ from the views or expectations of some. While management and the Board have established and regularly review a succession plan for Alithya’s senior management team, which includes an emergency succession plan to deal with any situation which requires immediate replacement, it still presents logistical challenges in its application and may result in incremental costs to Alithya. If one or more members of Alithya’s senior management team or other key personnel were unable or unwilling to continue in their present positions, Alithya’s business could be adversely affected. Furthermore, competitors, or customers who increasingly seek to develop in-house business capabilities, could attempt and successfully hire away certain of Alithya’s key personnel.
19.2.9     Bidding processes
Alithya obtains a part of its contracts through competitive bidding processes, which limit Alithya's ability to negotiate certain contractual terms and conditions. Costs and resources, including time from management, are required to prepare bids and proposals for contracts that may ultimately not be awarded to Alithya or that may be split with competitors. A part of Alithya’s revenues depends on obtaining new orders and continued replenishment of its backlog and there is no assurance that Alithya will continue to win contracts through competitive bidding processes at the same rate as it has in the past or at a higher rate. Moreover, certain governments increasingly put pressure on prices or may require that bidders meet certain criteria that Alithya may not meet alone. In addition, as the competitive environment intensifies, Alithya remains subject to potential unsuccessful bidders protesting its selection through a bidding contest, which could divert management’s attention and resources, in addition to potentially resulting in contract modifications or the award decision being reversed and the loss of the contract. Even though a bid protest would not result in the loss of an award, the resolution could extend the time until the contract activity can begin, which could reduce Alithya’s earnings in the period in which the contract would otherwise have been performed.
In addition, when making proposals, Alithya relies heavily on estimates of costs and timing for completing projects, as well as assumptions regarding technical issues. It may also bid on contracts for which the work activities, deliverables and timelines are vague or for which the solicitation incompletely describes the actual work, which may result in inaccurate pricing assumptions. These factors affect the cost estimates of contracts on which Alithya bids, which can ultimately result in the contractual price being less favorable to Alithya. Also, failure to achieve program milestones as scheduled or the need to devote more resources than originally anticipated may impact timely execution and profitability. Furthermore, the delivery of services in connection with such contracts may result in the lost opportunity of not bidding on and winning other more favorable contracts that could have been pursued instead.
19.2.10History of losses
While Alithya generated net earnings for the fiscal year ended March 31, 2025, it had a history of losses in previous fiscal years. Alithya expects to continue to record significant depreciation and amortization expenses, and to expend significant funds to increase its capability to win new contracts, expand and improve its existing operations and make additional acquisitions. As it continues to grow, the aggregate amount of these expenses may continue to grow. Alithya’s efforts to grow its business may be more costly than expected and Alithya may not be able to increase its revenues enough to offset operating expenses. As such, there is no assurance that Alithya will generate net earnings in the future. Alithya may incur losses in the future for a number of reasons, including as a result of unforeseen expenses, difficulties, complications and delays, the other risks described
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herein and other unknown events. The amount of future net earnings (losses), will depend, in part, on the growth of Alithya’s future expenses and its ability to generate revenue. Any future net earnings (losses) of Alithya or its inability to maintain profitability and positive cash flows from operating activities, among other things, may have an adverse effect on Alithya’s shareholders’ equity and working capital.
19.2.11Early termination, modification, delay and suspension risks
Most of Alithya’s customer contracts contain “termination for convenience” or termination upon short notice provisions, which permit the customer to terminate or cancel the contract at its convenience upon providing Alithya with notice of a specified period of time before the termination date and/or paying a penalty, depending on the specific contract terms. Customers may elect to terminate their contracts before their agreed expiry date, or even modify, delay or suspend them, for a variety of reasons, including a failure by Alithya to deliver its services in accordance with the terms and conditions of its contractual agreements or maintain required certifications, a slow-down in business activity or any other reason whatsoever, which could result in a reduction of Alithya’s net earnings and cash flow and may impact the value of its backlog. In cases of early termination, Alithya may also not be able to eliminate ongoing costs incurred to support the contract.
19.2.12Changes to backlog
Backlog represents management’s estimate of the aggregate amount of revenues expected to be realized in the future. As Alithya’s revenues depend on the level of activities of its customers, Alithya cannot guarantee that the revenues projected in its backlog will be realized or, if realized, will result in profits. Projects may remain in the backlog for an extended period of time. Also, in the event a significant number of customers were to avail themselves of “termination for convenience” provisions, or if one or more significant customer contracts were terminated for convenience, Alithya’s reported backlog would be adversely affected with a corresponding adverse impact on Alithya’s expected financial condition and results of operations.
19.2.13Customer collection and credit risk
In order to sustain its cash flow from operations, Alithya must invoice and collect amounts owed in an efficient and timely manner. Adverse changes in a customer’s financial condition could cause Alithya to limit or discontinue business with that customer, require Alithya to assume more credit risk relating to that customer’s future business, or result in uncollectible accounts receivable from that customer. Although Alithya maintains provisions to account for anticipated shortfalls in amounts collected from customers, the provisions it takes are based on management estimates and on its assessment of its customers’ creditworthiness, which may prove to be inadequate in the light of actual results. To the extent that Alithya fails to invoice customers and collect the amounts owed for its services correctly in a timely manner, its collections could be negatively impacted, which could materially adversely affect its revenues, net earnings and cash flow. In addition, a prolonged economic downturn may impair customers’ ability to pay for services already provided, and ultimately cause them to default on existing contracts. Future credit losses relating to any one of Alithya’s major customers could also be material and result in a material change in its financial results.
19.2.14 Utilization rates
In order to maintain and grow revenues, Alithya has to maintain an appropriate level of availability of professional resources by having a high utilization rate while still being able to assign additional resources to new work. Maintaining an efficient utilization rate, however, requires Alithya to forecast its need for professional
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resources accurately and to manage recruitment activities, professional training programs, attrition rates and restructuring activities appropriately. To the extent that it fails to do so, or to the extent that laws and regulations restrict its ability to do so, Alithya’s utilization rates may be reduced and thereby adversely affect its revenues and profitability. Conversely, Alithya may find that it does not have sufficient resources to deploy against new business opportunities, in which case its ability to grow its revenues would suffer.
19.2.15Costs of services
In order to generate acceptable margins, Alithya’s pricing for services depends on its ability to accurately estimate the costs and timing for completing projects, which can be based on a customer’s bid specification, sometimes in advance of the final determination of the full scope and design of the contract. Alithya is dependent on its internal forecasts and predictions about projects and the market, and, to generate an acceptable return on our investment in these contracts, Alithya must be able to accurately estimate its costs to provide the services required by the contract and to complete the contracts in a timely manner. In addition, a portion of Alithya’s project-oriented contracts are performed on a fixed-fee basis. Billing for fixed-fee arrangements is carried out in accordance with the contractual terms agreed upon with Alithya’s customers, and revenues are recognized based on the percentage of effort incurred to date in relation to the total estimated efforts to be incurred over the duration of the respective contract. These estimates reflect Alithya’s best judgment regarding the efficiencies of its methodologies and professionals as it plans to apply them to the contracts in accordance with Alithya’s standards of contract management. Although fixed-fee arrangements still represent a minority of Alithya’s revenues, Alithya is increasingly contracting under a fixed-fee basis. If Alithya is unsuccessful in accurately estimating its labour costs or labour hours required to fulfill its obligations under a contract, or if unexpected factors, including those outside of its control, arise, Alithya may be required to absorb cost overruns, reducing profit margins or incurring losses, thereby having a material adverse effect on Alithya’s expected net earnings.
19.2.16Teaming agreements and subcontractors
Alithya derives revenues from contracts where it enters into teaming agreements with other providers. In some teaming agreements, Alithya is the primary contractor, whereas in others, Alithya acts as a subcontractor. In both cases, Alithya relies upon its relationships with other providers to generate business and expects to continue to do so in the foreseeable future. Where Alithya acts as the primary contractor, if it fails to maintain its relationships with other providers, Alithya may have difficulty attracting suitable participants in its teaming agreements. Similarly, where it acts as subcontractor, if its relationships are impaired, other providers might reduce the work they award to Alithya, award that work to competitors or choose to offer the services themselves directly to the customers in order to compete with Alithya’s business. In either case, if Alithya fails to maintain its relationship with these providers or if its relationship with these providers is otherwise impaired, Alithya’s business, prospects, financial condition and results of operations could be materially adversely affected.
19.2.17Business partners’ ability to deliver on their commitments
Increasingly large and complex contracts may require Alithya to rely upon third party subcontractors, including software and hardware suppliers, to help Alithya fulfill its commitments. Under such circumstances, Alithya’s success depends on the ability of third parties to perform their obligations within agreed upon budgets and time frames. If Alithya’s business partners fail to deliver, Alithya’s ability to complete ongoing contracts may be adversely affected, which could have an unfavorable impact on its profitability. In addition, Alithya may not be
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able to replace the functions provided by these third parties if their software components or solutions become obsolete, defective or incompatible with future versions of Alithya’s solutions and services, or if they are not adequately maintained or updated. Third-party suppliers of software or other intellectual property assets could also be unwilling to permit Alithya to use or to continue to use their intellectual property and this could impede or disrupt the use of their solutions or services by Alithya’s customers and Alithya.
19.2.18Guarantee and indemnification risks
In the normal course of business, Alithya enters into agreements that may provide for indemnification and guarantees to counterparties in transactions such as consulting services, business divestitures, lease agreements and financial obligations. These indemnification undertakings and guarantees may require Alithya to compensate counterparties for costs and losses incurred as a result of various events, including breaches of representations and warranties, intellectual property right infringement, claims that may arise while providing services or as a result of litigation that may be suffered by counterparties. If Alithya is required to compensate counterparties due to such arrangements and its insurance does not provide adequate coverage, its business, prospects, financial condition and results of operations could be materially adversely affected.
19.2.19 Insurance Limits
Alithya maintains comprehensive insurance coverage to provide indemnity for its losses and liabilities in connection with various aspects of its business and operations. However, insurance policies are complex contracts and it may happen that Altihya’s interpretation of its policies differs from its insurance providers’ which may lead to a total or partial denial of coverage and to litigation where there is further uncertainty with respect to how the courts would interpret the provisions of the policies. Moreover, Alithya’s insurance programs are subject to varying coverage limits, as well as retentions and exclusions that are customary or reasonable given the cost of procuring insurance, current operating conditions, and other relevant considerations. As a result, Alithya may be subject to future liability for which it is only partially insured, or completely uninsured. Alithya believes that its insurance programs address all material insurable risks and provide coverage that is in accordance with what would be maintained by a prudent operator of a similar business (including in terms of retentions, limits and exclusions). However, there can be no assurance that such insurance will continue to be offered on economically feasible terms, that all events that could give rise to a loss or liability are or will be insurable, or that the amounts of insurance will be sufficient to cover every loss or claim that may arise.
19.2.20 IT infrastructure and systems and use of the cloud
To deliver its services and solutions and provide reliable communications between its offices, delivery centers, customers, subcontractors and other business partners worldwide, Alithya relies upon its own IT infrastructure and systems as well as those of third parties. Any failure, outage or disruption in Alithya’s or any third party’s IT infrastructure or systems could result in curtailed operations, a loss of customers and reputational damage, all of which could have an adverse effect on Alithya’s business, financial condition and results of operations. For example, Alithya delivers its solutions and services to customers through the use of third-party cloud computing services, such as Oracle Cloud, Microsoft Azure and Amazon Web Services (AWS) cloud services. If, for any reason, such services were discontinued or Alithya was required to migrate its computing towards other cloud service providers, such a transition could require significant time and expense and Alithya’s business could be adversely impacted. Although contractual agreements with such third-party cloud computing services contain minimum service levels, there is no assurance that Alithya’s business will not be affected by an interruption of services or incidents. Any damage to, or failure of, Alithya’s services providers' IT infrastructure or systems
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could result in interruptions of Alithya’s services, which could have an impact on its revenues, subject it to potential liability and adversely affect its ability to retain or attract customers. The performance, reliability and availability of Alithya’s services is critical to its reputation and ability to attract and retain customers. In addition, the costs for cloud services have increased over time, and may increase further as Alithya’s business grows and as it continues to require more computing or storage capacity. There is no assurance that such capacity will be available on the same terms or with the same costs or at all. These costs could therefore adversely impact its business, financial condition and results of operations.
19.2.21 Security and cybersecurity risks
Alithya faces security risks affecting its premises as well as cybersecurity risks affecting its IT infrastructure, systems, software and solutions. Both security risks present a risk of loss, theft and unauthorized access, use or disclosure of proprietary information (including intellectual property rights) or confidential information (including personal information of customers, partners or employees) of Alithya, its customers, their customers, its subcontractors and its business partners. Cybersecurity threats to IT infrastructure, systems, software and solutions are serious threats to the confidentiality, integrity, reliability, and availability of technology and information. Cybersecurity threats and incidents may take the form of denial of service, system failures or interruptions, software bugs or defects, cyber extortion (i.e. ransomware), breaches of systems security, electronic crime, malware, unauthorized attempts to gain access to proprietary and confidential information, hacking, phishing, identity theft, fraud and theft. State sponsored attacks, industrial espionage, employee misconduct or negligence, and human or technological errors (including from advertent or inadvertent actions or inactions by Alithya’s professionals or subcontractors) also present potential risks and geopolitical instability and tension may exacerbate certain threats.
Also, in addition to the inherent cybersecurity risks that arise from operating in the IT sector, Alithya increases its exposure and vulnerability to cybersecurity risks as follows: (i) by allowing its professionals and subcontractors to work remotely and use video conferencing and collaborative platforms, (ii) by granting its subcontractors access to its IT infrastructure and systems, (iii) by operating or gaining access to its customers’ IT infrastructure and systems to deliver services, (iv) by managing customer services in its IT infrastructure and thereby exposing itself to the risks that its customers face, especially if they have an elevated threat condition due to the nature of their business; (v) by allowing the use of open source code by its professionals and subcontractors, and (vi) by integrating and relying on AI. While Alithya selects its subcontractors carefully and includes safeguards in their contractual terms, it does not control their actions. Further, while Alithya has guidelines relating to the use of AI, AI poses evolving cybersecurity risks.
The occurrence of any of the aforementioned security and cybersecurity risks could expose Alithya, its customers or subcontractors to potential liability, litigation, and regulatory action, could materially affect or disrupt their business operations, and could cause loss of customer confidence, loss of existing or potential customers, damage to their reputation and competitive position, and increase costs and expenses.
Alithya seeks to detect and investigate all security incidents and to prevent their occurrence or recurrence by continuously testing, controlling and investing in security measures and controls (including both physical and logical controls on access to premises and information), adopting or enhancing mitigation policies and procedures, and providing employee security awareness and training. If security protection does not evolve at the same pace as threats, a growing gap on Alithya’s level of protection will be created. However, given the highly evolving nature and sophistication of cyber and other security threats and their increased frequency,
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Alithya may be unable to anticipate, prevent, detect and react to all threats in a timely manner. Alithya may be required to expend significant capital and other resources to protect itself against potential security and cybersecurity threats or to mitigate the impact caused by security and cybersecurity breaches. Any cybersecurity incident could require Alithya to incur substantial costs, including costs associated with repairing its IT infrastructure and systems, implementing further protection measures, engaging third-party experts and consultants, and result in increased insurance premiums. The impact of any future security or cybersecurity incident cannot be easily predicted, and the costs related to such threats or disruptions could not be fully insured or indemnified by other means. While Alithya’s liability insurance policy covers cyber risks, there is no assurance that such insurance coverage will be sufficient in type or amount to cover the costs, damages, liabilities or losses that could result from security and cybersecurity incidents, that insurance will continue to be available to Alithya on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.
Alithya’s Chief Information Security Officer is responsible for overseeing its physical and cyber security measures, including the prevention, detection and investigation of incidents in the event of the occurrence of threats by implementing security measures to ensure an appropriate level of control based on the nature of the information and the inherent risks attached thereto. Alithya’s security management framework provides a foundation for a risk-based approach to the development, review and regular improvements of policies, processes, standards and controls related to information security, data privacy, physical security and business continuity.
19.2.22 Data privacy rights and risks of unauthorized access or disclosure
In the course of its business, whether while providing its services or for its own proprietary information and the personal information of its employees, Alithya often has access to or collects, processes and stores personal information. When accessing, collecting, processing or storing personal information, Alithya depends on the security features of its IT infrastructure and systems and those of its customers, partners or third parties. Security or cybersecurity threats, employee or subcontractor negligence or misconduct, and human or technological errors, however, present potential risks of theft, loss or unauthorized access or disclosure of personal information.
Alithya’s Privacy Officer oversees its compliance with the laws that protect personal information, including but not limited to U.S. and Canadian laws and regulations as well as the European Union’s General Data Protection Regulation (GDPR), and puts in places policies, standards and procedures to cause personal information to be accessed, collected, processed and stored securely and in accordance with such applicable laws and regulations. The theft and/or unauthorized access to, loss of, or disclosure of personal information in Alithya’s possession or control (or the failure by Alithya to comply with applicable laws and regulations) could expose it to civil, administrative or criminal enforcement actions and penalties, as well as lawsuits brought by its customers, its customers’ customers, or third parties for breaching contractual confidentiality and security provisions or privacy laws or regulations. The amount of damages could be substantial, and any such claim could cause significant reputational harm to Alithya. Its current and prospective customers could also lose confidence in the effectiveness of its data security measures and reduce the demand for its services, regardless of whether Alithya was responsible for the breach. Incidentally, in the event of a data privacy incident, Alithya may be required to shut-down affected IT infrastructure and systems to isolate the threat and thereby jeopardize its operations, including projects that may be critical to the operations of its customers’ businesses.
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Furthermore, as laws and expectations relating to data privacy continue to rapidly evolve, the way in which Alithya may access, collect, process, store and disclose personal information may become even more limited, and may require increased expenditures by Alithya. Should those expenditures and risks outweigh the revenues and gains associated with certain services, Alithya could also take the decision of no longer continuing to offer certain types of services.
19.2.23 Use of Artificial Intelligence in services and solutions
Alithya is increasingly applying and expects to continue to apply AI-based technologies, including generative AI, to its services and solutions to drive productivity and competitive advantages. While not adopting such technologies could be a threat to Alithya’s ability to compete, retain existing customers and attract new customers, the development, adoption, and use of AI technologies is still in the early stages and poses certain risks. For instance, if the content, recommendations or analyses that AI applications assist in producing are, or are alleged to be, deficient, inaccurate, or to contain unethical or inappropriate content, Alithya could be subject to competitive risks, potential legal or financial liability, and reputational harm. Additionally, the effective use of AI often requires large volumes of data, which may be shared with third parties and could lead to cybersecurity or privacy incidents that could adversely impact Alithya’s business. Furthermore, the legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, with certain jurisdictions applying, or considering applying, laws and regulations related to IP, cybersecurity, privacy, data security, and data protection to AI and automated decision-making, or general legal frameworks on AI. These laws are continuously evolving and developing and may impose obligations on companies developing and using AI or automated decision-making technologies. Given the rapid rate of change and the often uncertain scope, interpretation, and application of these laws and regulations, which may be in conflict across jurisdictions, Alithya may not always be able to anticipate how courts and regulators will apply existing laws to AI, predict how new legal frameworks will address AI, or otherwise ensure compliance with these frameworks. Compliance with new or changing laws, regulations, industry standards or ethical requirements and expectations relating to AI may impose significant operational costs requiring Alithya to change its service offerings or business practices, particularly as it expands the use of such technologies, or may limit or prevent its ability to develop, deploy, or use AI technologies. Any failure to appropriately conform to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm, all of which could have a material adverse effect on Alithya’s business, financial condition and results of operations.
Although Alithya has established internal controls and processes to identify and mitigate risks that are inherent to the use of AI, these may not be sufficient to adequately protect against all associated risks. Any failure by Altihya to address concerns relating to the responsible use of AI technology in its services and solutions may cause harm to its reputation or financial liability and, as such, may increase its costs to address or mitigate such risks and issues. This may result in fines, penalties, litigation, and could negatively impact Alithya’s reputation and customer confidence. Furthermore, there can be no assurance that investments made in these technologies and related processes and tools will provide a valuable return, if any, to Alithya.
19.2.24 Services to government departments and agencies
One of Alithya’s principal targeted markets is the government sector. Changes in government spending policies or budget priorities could directly affect Alithya’s financial performance. Among the factors that could harm Alithya’s government contracting business are: (i) the curtailment of governments’ use of consulting and IT services firms; (ii) a significant decline in spending by governments in general, or by specific departments or
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agencies in particular; (iii) the adoption of new legislation and/or actions affecting companies that provide services to governments; (iv) delays by governments in the payment of its invoices; and (v) general economic and political conditions.
These and other factors could cause government departments and agencies to reduce their purchases under contracts, to exercise their right to terminate contracts, to issue temporary stop work orders, or not to exercise options to renew contracts, any of which would cause Alithya to lose future revenues. Government spending reductions or budget cutbacks at departments or agencies to which Alithya provides services or expects to provide services could materially harm Alithya’s continued performance or limit the award of additional contracts.
19.2.25Government sponsored programs
Alithya benefits from government sponsored programs designed to support research and development, labour and economic growth. Alithya may also receive tax credits from governments in Canada and abroad. Government programs reflect government policies and depend on various political and economic factors. There can be no assurance that such government programs will continue to be available to Alithya in the future, or that such programs will not be reduced, amended or eliminated. In addition, these tax credits and programs are routinely subject to review and audit, which may result in challenges and disputes and could result in reductions or reversals of grants or tax credits previously received. Any government program reduction, elimination or other amendment to the government sponsored programs from which Alithya benefits, as well as any reduction or reversal of grants, credits or contributions previously received, could increase operating or capital expenditures incurred by Alithya and have a material adverse effect on its net earnings or cash flow.
19.2.26    Regulatory risks
Alithya’s global operations require compliance with laws and regulations in several jurisdictions on many matters of increasing levels of complexity, including anti-corruption, intellectual property, trade restrictions, immigration, taxation, antitrust, data privacy, labour relations, environment and securities. Complying with these diverse requirements is a challenge and consumes significant resources, especially as it relates to the laws of jurisdictions other than Canada and the U.S. Laws and regulations frequently change and some may also impose conflicting requirements as well as restrictions on the movement of cash, currency fluctuation and other assets and on the repatriation of Alithya’s net earnings.
19.2.27    Ethical and Sustainability risks
Alithya’s employees, officers, directors and subcontractors are expected to comply with applicable laws, regulations and ethical standards. Alithya has put in place measures and controls to ensure compliance therewith, including through the adoption of a Code of Business Conduct that sets out uniform foundations for the way these individuals are expected to conduct themselves. Despite Alithya’s best efforts, there is, however, no assurance that such measures and controls will be sufficient to prevent violations and failure to do so could expose Alithya to significant fines and penalties, criminal, civil and administrative legal sanctions, harm its reputation or even disqualify it from its ability to bid, enter into or perform public or private contracts, resulting in reduced revenues and profit. This risk also increases as Alithya continues to expand its business internationally.
From time to time, stakeholders express expectations with respect to sustainability, including environmental, social and governance matters, and certain customers may have criteria to observe when selecting a service
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provider. The sustainability practices and initiatives that Alithya maintains or chooses to implement and pursue, and Alithya’s ability to achieve and report on such practices and initiatives, could therefore have an impact on its growth and results of operations. Failure to effectively manage and sufficiently and accurately report on sustainability matters could also lead to legal and regulatory consequences.
19.2.28 Legal claims
During the ordinary course of conducting its business, Alithya may be threatened with or become subject to legal proceedings initiated by customers or other third parties. For instance, Alithya’s solutions may suffer from defects that adversely affect their performance, may not meet its customers’ requirements or may fail to perform in accordance with applicable service levels. Such problems could subject Alithya to legal liability. Alithya may also be exposed to significant legal liability and litigation expense if its services or solutions cause bodily injuries to its personnel, customers, or the public, or result in property damage. For example, by taking over the operation of certain portions of its customers’ businesses, including functions and systems that are critical to their core operations, or by contributing to the design, development and integration of enterprise software solutions, data systems and digital platforms, Alithya may face additional and evolving operational, regulatory, reputational or other risks specific to these areas. These include risks related to data security, health and safety, hazardous materials and other environmental risks. A failure of a customer’s system, product or infrastructure based on Alithya’s services or solutions could also subject Alithya to a claim for significant damages that could materially adversely affect its results of operations. Alithya uses reasonable efforts to include provisions in its contracts which are designed to limit its exposure to legal claims relating to its services and the applications it develops and obtain adequate liability insurance coverage. However, Alithya may not always be able to include such provisions or obtain sufficient insurance coverage or certain provisions may ultimately prove to be unenforceable under the laws of certain jurisdictions or not protect Alithya adequately. Defending lawsuits against Alithya could require substantial amounts of management’s attention and require Alithya to incur significant attorney fees or pay damage awards and fines or penalties for which Alithya may not be fully insured and which could harm its reputation and adversely affect its business, financial condition and results of operations.
19.2.29    Reputational risks
Alithya’s reputation as a capable and trustworthy service provider and long-term business partner is key to its ability to compete effectively in the market for IT services. The nature of Alithya’s operations exposes it to the potential loss, unauthorized access to, or destruction of its customers’ information, as well as temporary service interruptions. Depending on the nature of the information or services, such events may have a negative impact on how Alithya is perceived in the marketplace. Under such circumstances, Alithya’s ability to obtain new customers and retain existing customers could suffer with a resulting impact on its revenues and net earnings.
19.2.30 Tax obligations
In estimating its income tax payable, Alithya uses accounting principles to determine income tax positions that are likely to be sustained by applicable tax authorities. However, there is no assurance that Alithya’s tax benefits or tax liability will not materially differ from its estimates or expectations. The tax legislation, regulation and interpretation that apply to Alithya’s operations are continually changing. In addition, future tax benefits and liabilities are dependent on factors that are inherently uncertain and subject to change, including future earnings, future tax rates, and anticipated business mix in the various jurisdictions in which Alithya operates. Moreover, Alithya’s tax returns are continually subject to review by applicable tax authorities, which determine
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the actual amounts of taxes payable or receivable, of any future tax benefits or liabilities and of income tax expense that Alithya may ultimately recognize and such determinations may become final and binding on Alithya. Tax authorities have disagreed and may in the future disagree with Alithya’s income tax positions and are taking increasingly restrictive positions in respect of income tax positions, including with respect to intercompany transactions.
A number of jurisdictions in which Alithya operates have complex tax and related laws, regulations and interpretations or are considering implementing amendments thereto, which make the overall tax environment increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions.
Any of the aforementioned factors could have a material adverse effect on Alithya’s net earnings or cash flow by affecting its operations and profitability, the availability of tax credits, the cost of the services it provides, and the availability of deductions for operating losses as it develops its international service delivery capabilities.
19.2.31 Foreign exchange
Foreign exchange risk is the risk that the fair value of assets or liabilities, or future cash flows, will fluctuate because of changes in foreign exchange rates. Alithya’s functional and reporting currency is the Canadian dollar. As a significant portion of Alithya’s revenues, net earnings (loss) and net assets is denominated in foreign currencies, including in U.S. dollars, Euros, British pounds and Australian dollars, fluctuations in exchange rates between the Canadian dollar and such currencies could have an adverse effect on its financial condition and results of operations. This risk is partially mitigated by a natural hedge in matching Alithya’s costs with revenues denominated in the same currency.
Future events that may significantly increase or decrease the risk of future movement in the exchange rates for these currencies cannot be predicted. Although Alithya does not currently have an exchange rate risk policy that would materially affect its results of operations, it is still subject to foreign exchange risk.
19.2.32 Estimates used in accounting and impairment risk
Accounting for Alithya’s contracts requires judgment associated with estimating contract revenue and costs and assumptions for schedule and technical issues. Because of the significance of the judgements and estimation processes involved in accounting for contracts, materially different amounts could be recorded if Alithya used different assumptions or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may adversely affect Alithya’s future results of operations.
Also, Alithya recognizes an accounting value for non-financial assets such as goodwill and other intangible assets in connection with its acquisitions. The carrying amounts of Alithya’s non-financial assets subject to amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested for impairment annually or at any time if an indicator of impairment exists. Changes in key assumptions may result in the carrying value of Alithya’s goodwill not being recoverable. Key assumptions include changes in forecasted revenues and expenses applied in the determination the Company’s three-year net operating cash flow forecast, estimated long-term growth rate and the pre-tax value weighted average cost of capital applied. Because of the significance of Alithya’s non-financial assets, any reduction or impairment of the value of these assets could result in a charge against net earnings, which could materially adversely affect Alithya’s results of operations and shareholders’ equity in future periods.
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19.2.33    Effectiveness of internal controls over financial reporting
Alithya is required to maintain internal controls over financial reporting, as defined under National Instrument 52-109 and in Rule 13(a)-15(f) under the U.S. Securities Exchange Act of 1934, as amended. Internal controls are a process designed under the supervision of the President and Chief Executive Officer and the Chief Financial Officer, and effected by management and other key personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. However, due to the inherent limitations of internal controls, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected and Alithya’s internal controls over financial reporting could prove to be insufficient or unable to prevent or detect misstatements due to errors or fraud in timely manner or at all. Any failure of Alithya’s internal controls could have an adverse effect on its results of operations, harm its reputation and limit its ability to produce timely and accurate financial statements or comply with applicable regulations, causing investors to lose confidence in its reported financial information.
Alithya’s historic and anticipated growth also places significant pressure on its management and key personnel that work on implementing internal controls throughout Alithya. In addition, the increasing size and scope of Alithya’s operations increases the possibility that a member of its personnel will engage in unlawful or fraudulent activity, breach its contractual obligations, or otherwise expose Alithya to unacceptable business risks, despite its efforts to train its personnel and maintain internal controls to prevent such instances. If Alithya does not continue to develop and implement the right processes and tools to manage its enterprise, its business, results of operations and financial condition could be adversely affected.
19.3Risks Related to Alithya's Industry
19.3.1Competition in the digital technology consulting services market
Competition in the digital technology consulting services market is intense. Alithya competes with local and international competitors, as well as customers’ internal IT departments. There is also a growing number of smaller niche boutique digital technology consulting firms that have developed services similar to those offered by Alithya over the years and Alithya believes that competition will continue to be strong and may increase in the future, especially as there are relatively low barriers to enter the digital technology consulting services market.
While Alithya strives to remain competitive, Alithya’s competitors may be better positioned to address technological changes or react more favorably to these changes, which could have a material adverse effect on Alithya’s business. Alithya competes on the basis of a number of factors, many of which may be beyond its control. Existing or future competitors may develop or offer digital technology consulting services that provide significant technological, creative, performance, or other advantages over the services Alithya offers in addition to lower prices. Also, as Alithya expands its portfolio of services and solutions, it may face new competitors who may be able to leverage a larger installed customer base and their involvement beyond the services and solutions provided by Alithya may allow them to adopt more aggressive pricing policies and offer more attractive sales terms, which could cause Alithya to lose potential sales or to sell services and solutions at lower prices. Some of Alithya’s competitors may also have longer operating histories and benefit from significantly greater financial, technical, marketing and managerial resources than Alithya. If Alithya fails to anticipate or react in an agile manner to known and unexpected moves by existing or new competitors or if competitors reduce their prices, Alithya could lose projects to such competitors. Any pricing pressure could also have a material adverse
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impact on Alithya’s revenues and margins and limit its ability to provide competitive services. Alithya expects to continue to invest significant resources to develop and enhance its business offerings and leverage a high level of customer satisfaction, but there is no assurance it will be able to satisfy customer demands as they evolve and as competition continues to increase.
In addition, Alithya currently has no patented technology that would preclude or inhibit competitors from entering its digital technology consulting services market. Therefore, Alithya must rely on the skills of its personnel and the quality of its customer service. Also, as the costs to start a digital technology consulting services firm are relatively low and the general use of professionals located internationally at lower costs continues to increase, Alithya expects that it will continue to face additional competition from new entrants into the market in the future, international providers and larger integrators and that it is subject to the risk that its employees may leave and start competing businesses. Any one or more of these factors could have a material adverse impact on Alithya’s business, financial condition and results of operations.
19.3.2Reliance on highly-trained and experienced personnel
Alithya’s success depends in large part on its ability to attract and retain qualified technical consultants, project management consultants, business analysts, and sales and marketing professionals of various levels of experience. The markets that Alithya serves are highly competitive and competition for skilled employees in the digital technology consulting industry is intense. The demand for qualified employees and inflation continues to be high, resulting in upward pressure on compensation. While Alithya’s management believes its measures to attract and retain qualified employees are competitive, if such measures prove to be insufficient, Alithya may be unable to support its growth strategy and objectives or normal business operations, including completing existing projects or bidding on new projects, which could adversely affect its revenues. Alithya also faces talent-related challenges such as higher employee mobility, a re-evaluation of employee’s relationship with their workplace and a highly competitive employee marketplace which may make it more difficult to recruit, attract and retain skilled personnel.
19.3.3Failure to expand, develop and adapt services and solutions to meet customers’ needs
The markets for technology, digital and outsourcing services are characterized by rapid technological change, evolving industry standards, continually declining costs of acquiring and maintaining IT infrastructure, changing customer preferences, and new services and solutions introductions. Alithya’s future success and competitive advantage depends in part on its ability to develop and implement digital and other services and solutions that anticipate and respond to rapid and continuing changes in the markets in which it operates. Alithya must anticipate changes in customer demands in a timely or cost effective manner and, to do so, it must adapt its services and solutions and remain able to provide cost effective services and solutions. Offerings relating to digital, cloud and security services are examples of areas that are continually evolving, as well as changes and developments in artificial intelligence (including generative AI, as well as automation and machine learning). Although Alithya strives at developing digital and other new services and solutions addressing evolving technologies and customers’ needs, there is no assurance that it will be successful in developing any such services and solutions, that it will be able to do it in a timely or cost-effective manner or that any such services and solutions it develops will be successful once offered in the marketplace. If Alithya does not keep pace and address the demands of the rapidly evolving technological environment and the needs of customers, including in the emerging field of AI, or fails to effectively leverage new technologies into its services and solutions, its ability to retain and attract customers and gain new business may be adversely affected, which could in turn
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have a material adverse effect on its business, financial condition and results of operations. Also, as Alithya expands its offerings of services and solutions, and as it expands such offerings, it may be exposed to operational, legal, regulatory, ethical, technological and other risks specific to such expanded services and solutions, which may result in additional pressure on its revenues, net earnings and resulting cash flow from operations.
19.3.4Protecting intellectual property rights
Alithya’s success depends in part on its ability to protect its proprietary methodologies, processes, know-how, techniques, tools and other intellectual property that are used to provide services. Alithya relies on a combination of trademarks, laws that protect intellectual property rights, regardless of whether such rights are registered, as well as contractual arrangements, such as confidentiality agreements, assignment of rights and license agreements, to protect its intellectual property rights. Existing laws that protect intellectual property rights, however, only provide Alithya limited protection and there is no assurance that contractual arrangements will be observed by customers and third parties. Third parties may directly or indirectly attempt to disclose, obtain or use Alithya’s solutions or technologies. Others may also independently develop and obtain patents or copyrights for technologies that are similar or superior to Alithya’s technologies and, should that happen, there is no assurance that Alithya’s intellectual property protection measures would be sufficient to allow it to take action against such third parties, nor be successful in any litigation undertaken to protect its intellectual property rights. If Alithya is unsuccessful in any intellectual property litigation, it may be forced to do one or more of the following: (i) cease selling or using technology that incorporates the challenged intellectual property; (ii) obtain a license, which may not be available on reasonable terms or at all, to use the relevant technology; (iii) rebrand Alithya’s services and solutions, which could result in a loss of brand recognition and require Alithya to devote additional resources to, among others, create, roll-out, advertise and market its new brands; (iv) configure services to avoid infringement; and (v) refund license fees or other payments that were previously received.
The protection of intellectual property rights and confidentiality in some jurisdictions in which Alithya operates may also not be as effective as in Canada, the U.S. or other jurisdictions with more developed intellectual property protection rights. In addition, Alithya may have to pay economic damages in the event of lost disputes or to prevent litigation relating to intellectual property rights, which could adversely affect its results of operations and financial condition. Furthermore, there is no assurance that competitors will not infringe Alithya’s intellectual property rights, or that Alithya will have the necessary resources to fully protect its intellectual property rights. If Alithya attempts to enforce its intellectual property rights through litigation, there is no assurance that Alithya would be successful and such legal proceedings could result in substantial costs and diversion of resources and management attention.
Alithya’s solutions may also incorporate and be dependent to a certain extent on the use and development of open source code. Such open source code is generally licensed by its authors or other third parties under open source licenses and is typically freely accessible, usable and modifiable. Pursuant to such open source licenses, Alithya may be subject to certain conditions, including requirements that it offers its proprietary software that incorporates the open source software for no cost, that it makes available source code for modifications or derivative works that is created based upon, incorporating or using the open source code, or that it licenses such modifications or derivative works under the terms of the particular open source license. If an author or other third party that uses or distributes such open source software were to allege that Alithya had not complied with the conditions of one or more of these licenses, Alithya could be required to incur significant legal expenses defending against such allegations, to pay significant damage awards, and to dispose of its
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solutions that contain or are dependent upon the open source code, all of which could disrupt the distribution and sale of some of Alithya’s solutions. Litigation, if any, could be onerous, have a negative effect on Alithya’s financial condition and results or operations or require it to devote additional research and development resources to implement any required changes to its solutions. Any requirement to disclose proprietary source code, terminate license rights or pay damages for breach of contract could have a material adverse effect on Alithya’s business, financial condition and results of operations, and could help competitors develop products and services that are similar to or better than Alithya’s. Although Alithya believes that it complies with its obligations under the licenses for open source code that it uses, it is possible that it may not be aware of all instances where open source code has been incorporated into its solutions or used in connection with its solutions.
19.3.5Infringing on the intellectual property rights of others
When developing solutions and providing services for its customers, Alithya utilizes its own intellectual property, and may also enter into licensing agreements with third parties for the right to use patents, trademarks, copyrights, trade secrets and other intellectual property rights. Alithya may also develop intellectual property on its own or together with its customers when developing solutions and providing services for such customers. Although Alithya uses reasonable efforts to ensure that its services and offerings do not infringe on the intellectual property rights of others, third parties or even Alithya’s customers may assert claims against Alithya. In addition, certain agreements to which Alithya is a party may contain indemnity clauses pursuant to which Alithya would be required to indemnify its customers against liability and damages arising from third-party claims of intellectual property right infringement as part of its service contracts with its customers and, in some instances, the amount of these indemnity claims could exceed the revenues Alithya generates under the contracts or the coverage provided by Alithya’s insurance policies.
Intellectual property claims or litigation against Alithya could incur substantial costs, divert management’s attention, harm Alithya’s reputation, require Alithya to enter into additional licensing arrangements or even restrict Alithya from providing its services and solutions as it has in the past or as it intended to. Any limitation on Alithya’s ability to offer or use solutions or services that utilize intellectual property rights that are the subject of a claim could cause Alithya to lose revenues or incur additional expenses to modify its solutions and services for future projects.
19.4Risks Related to Subordinate Voting Shares and Liquidity
19.4.1Limited voting rights
Alithya’s Multiple Voting Shares are similar to its Subordinate Voting Shares except that each Multiple Voting Share has ten times the voting rights of each Subordinate Voting Share. As a result, holders of Multiple Voting Shares have a disproportionate level of control over matters submitted to Alithya shareholders for approval, which may reduce the ability of holders of Subordinate Voting Shares to influence corporate matters and, as a result, Alithya may take actions that they do not view as beneficial.
19.4.2    Market price of Subordinate Voting Shares
Alithya cannot predict the price of Subordinate Voting Shares. The stock market may experience significant price and volume fluctuations that are often unrelated or disproportionate to the operating performance of companies. These broad market and industry factors, together with other economical circumstances, may
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materially harm the market price of Alithya’s Subordinate Voting Shares, regardless of Alithya’s operating performance. In addition, the price of Alithya’s Subordinate Voting Share may be dependent upon the valuations and recommendations of the analysts who cover Alithya’s business, and if Alithya’s results do not meet the analysts’ forecasts and expectations, Alithya’s share price could decline as a result of analysts lowering their valuations and recommendations. In the past, following periods of volatility in the market, securities class-action litigations have often been instituted against companies. Such litigations, if instituted against Alithya, could result in substantial costs and divert management’s attention and resources.
19.4.3    Inability to service debt
Alithya uses its Credit Facility and other debt arrangements to fund its activities, including acquisitions. Accordingly, depending on its level of indebtedness, which may, from time to time, be substantial and involve significant interest payment requirements, Alithya may be required to dedicate an important part of its cash flow to make interest and capital payments on its debt. Alithya’s ability to generate sufficient cash flow to service its debt depends upon future performance, which is subject to prevailing economic conditions as well as financial, competitive and other factors, many of which are outside of its control. There is no assurance that Alithya will be able to generate sufficient cash flow to meet its obligations under its outstanding debt. If Alithya is unable to do so, Alithya may be required to refinance, restructure or otherwise amend some or all of its obligations, sell assets, raise additional cash through issuances of Subordinate Voting Shares or securities convertible in Subordinate Voting Shares, or be forced to reduce or delay investments that are important to Alithya’s growth, thereby placing it at a disadvantage compared to competitors that may have less debt or making it more vulnerable in a downturn in general economic conditions.
In addition, Alithya’s Credit Facility and other debt arrangements contain financial and other covenants, including covenants that require that certain financial ratios and/or other financial or other covenants be maintained. If Alithya were to breach these covenants, it could be required to repay or refinance its existing debt obligations prior to their scheduled maturity and its ability to do so could be restricted or limited by prevailing economic conditions, available liquidity and other factors. Alithya’s inability to service its debt or its inability to fulfill its financial or other covenants in its Credit Facility and other debt arrangements could have an adverse effect on Alithya’s business, financial condition and results of operations.
Also, a significant portion of Alithya’s debt bears interest at variable interest rates and is therefore subject to interest rate fluctuations. Although Alithya enters into derivative financial instruments to reduce its exposure to interest rate risks, there is no assurance that such instruments will be sufficient to adequately protect Alithya against this risk. If interest rates increase, debt service obligations would increase even though the amount borrowed would remain the same, and net earnings and cash flows would decrease accordingly, which could have an adverse effect on Alithya’s business, financial condition and results of operations.
19.4.4    Raising additional capital and maintaining credit
Alithya’s future growth is contingent on the execution of its business strategy, which, in turn, is dependent on its ability to grow the business organically as well as through acquisitions. In the event Alithya would need to fund any currently unidentified or unplanned future acquisitions or other growth opportunities, Alithya may have to raise additional capital through public and private equity offerings, debt financings or a combination of both, and there can be no assurance that such funding will be available in amounts and on terms acceptable to Alithya. Alithya’s ability to raise the required funding depends on the capacity of the capital markets to meet Alithya’s equity and/or debt financing needs in a timely fashion and on the basis of interest rates and/or share prices that
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are reasonable in the context of Alithya’s commercial objectives. Interest rate fluctuations, financial market volatility, including volatility in Alithya’s share price, credit market disruptions and the capacity of Alithya’s current lenders to meet Alithya’s additional liquidity requirements are all factors that may have a material adverse effect on any acquisitions or growth activities that Alithya may, in the future, identify or plan. If Alithya is unable to obtain necessary funding, it may be unable to achieve its growth objectives. Alithya’s financial condition and results of operations are also contingent on its ability to maintain the credit it requires. Should Alithya have to obtain additional credit or renew its outstanding credit, there is no assurance that Alithya will be able to obtain such additional credit or renew its outstanding credit upon the same, or more advantageous, terms.
The incurrence of additional indebtedness would result in increased payment obligations and could involve additional or increased financial and other covenants, such as limitations on Alithya’s ability to incur additional debt and other operating restrictions that could adversely impact its ability to conduct its business.
19.4.5    Dilution
When acquiring a new business, by way of share purchase or asset purchase, Alithya may consider paying the purchase price, in part of in whole, by way of issuance of Subordinate Voting Shares or securities convertible into Subordinate Voting Shares. Alithya may also, independent of any acquisition process, decide to seek the completion of a public or private financing involving the issuance of Subordinate Voting Shares or securities convertible into Subordinate Voting Shares to raise capital. Any issuance of additional Subordinate Voting Shares will result in dilution of the ownership interests of Alithya’s shareholders as well as dilution in earnings per share. The terms of any such financing may also include liquidation or other preference rights that could adversely affect the rights of Alithya’s shareholders. Alithya cannot predict the size of future issuances nor the effect that such issuances may have on the market price of the Subordinate Voting Shares. Issuances of a substantial number of additional Subordinate Voting Shares (or securities convertible into Subordinate Voting Shares), or the perception that such issuances could occur, could also adversely affect the prevailing market price of the Subordinate Voting Shares.
19.4.6    Active market
If an active market for Alithya’s Subordinate Voting Shares is not sustained, holders of Subordinate Voting Shares may be unable to sell their investments on satisfactory terms. Declines in the value of Subordinate Voting Shares may also adversely affect the liquidity of the market for Subordinate Voting Shares. Factors unrelated to Alithya’s performance may have an effect on the price and liquidity of Subordinate Voting Shares including the extent of analyst coverage of Alithya, lower trading volume and general market interest in Subordinate Voting Shares, the size of Alithya’s public float and any event resulting in a delisting of the Subordinate Voting Shares from the TSX.
19.4.7    Dividends
Alithya does not expect to pay dividends in the immediate future and anticipates that it will retain all earnings, if any, to support its operations. Any future determination as to the payment of dividends will, subject to Canadian legal requirements and Alithya’s articles of incorporation, be at the sole discretion of Alithya’s Board and will depend on Alithya’s financial condition, results of operations, capital requirements and other factors the Board deems relevant. Holders of Subordinate Voting Shares must therefore rely on potential increases in the trading price of their shares for returns on their investment in the foreseeable future.
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19.4.8    Foreign private issuer pursuant to U.S. securities laws and rules
Alithya is a “foreign private issuer” as such term is defined in Rule 405 under the Securities Act of 1933, as amended and, as a result, although its Subordinate Voting Shares are registered with the SEC, it is not subject to the same requirements that are imposed upon U.S. domestic issuers. Under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Alithya is indeed exempt from certain rules and regulations under U.S. securities laws and, as such, its reporting obligations are, in certain respects, less detailed and less frequent than those of U.S. domestic reporting issuers. As a result, Alithya does not file the same reports as U.S. domestic reporting issuers file with the U.S. Securities Exchange Commission (“SEC”). Instead, it is required to file or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian securities laws. In addition, Alithya’s officers, directors and principal shareholders are exempt from the reporting requirements set forth under Section 16 of the Exchange Act.
Also, although it is Alithya’s current intention to deregister its Subordinate Voting Shares from the SEC, there is no assurance as to if and when it will meet the eligibility requirements to do so in the near future. If and once deregistered, it will, however, no longer be required to file or furnish documents with the SEC in accordance with U.S. securities regulations. U.S. shareholders would therefore have to rely solely on documents filed with Canadian securities regulators and which would be prepared in accordance with Canadian securities regulations.
19.4.9    Enforcement of civil liabilities under U.S. securities laws and rules
Alithya is governed by the Business Corporations Act (Quebec), its registered office is located in Canada, the majority of its directors and officers are based principally in Canada, and a substantial portion of its assets are located outside of the U.S. It may therefore be difficult for investors who reside in the U.S. to enforce court judgments predicated upon civil liability provisions of U.S. federal securities laws against Alithya or any such persons. There is also substantial doubt regarding whether an action could be brought in Canada in the first instance predicated solely upon U.S. federal securities laws. Canadian courts may refuse to hear a claim based on an alleged violation of U.S. securities laws against Alithya or such persons on the grounds that Canada is not the most appropriate forum in which to bring such a claim. Even if a Canadian court agrees to hear a claim, it may determine that Canadian law and not U.S. law is applicable to the claim.
20. 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
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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.
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 annual audited consolidated financial statements for the year ended March 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 annual audited consolidated financial statements for the year ended March 31, 2025 and (ii) there were no changes to previously released financial results. However, 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.
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During the fiscal year 2025, we prioritized training to control operators and fostered continuous improvement in our documentary evidence protocols. While there have been significant improvements throughout the 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.
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 year ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
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.
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 year ended March 31, 2025
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Exhibit 99.4
SECTION 302 CERTIFICATION
I, Paul Raymond, certify that:
1.I have reviewed this annual report on Form 40-F of Alithya Group inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
c.Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.



Date: June 12, 2025 
          /s/ Paul Raymond
Paul Raymond
President and Chief Executive Officer




SECTION 302 CERTIFICATION
I, Debbie Di Gregorio, certify that:
1.I have reviewed this annual report on Form 40-F of Alithya Group inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
c.Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.



Date: June 12, 2025
            /s/ Debbie Di Gregorio
Debbie Di Gregorio
Interim Chief Financial Officer



Exhibit 99.6
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Annual Report on Form 40-F for the fiscal year ended March 31, 2025 (the “Report”) by Alithya Group inc. (the “Company”), the undersigned, as the Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
•the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 12, 2025
 
     /s/ Paul Raymond
Paul Raymond
President and Chief Executive Officer



Exhibit 99.7
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the filing of the Annual Report on Form 40-F for the fiscal year ended March 31, 2025 (the “Report”) by Alithya Group inc. (the “Company”), the undersigned, as the Interim Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
•the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 12, 2025
            /s/ Debbie Di Gregorio
Debbie Di Gregorio
Interim Chief Financial Officer


Exhibit 99.8

kpmg.jpg

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of Alithya Group inc.:

We consent to the use of:

•our report dated June 12, 2025 on the consolidated financial statements of Alithya Group inc. (the "Entity") which comprise the consolidated statements of financial position as of March 31, 2025 and March 31, 2024, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for the years ended March 31, 2025 and 2024, and the related notes (collectively, the "consolidated financial statements"), and
•our report dated June 12, 2025 on the effectiveness of the Entity's internal control over financial reporting as of March 31, 2025

each of which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended March 31, 2025.

We also consent to the incorporation by reference of such reports in the Registration Statements (No. 333-228487 and 333-265666) on Form S-8 of the Entity.



/s/ KPMG LLP
Montréal, Canada
June 12, 2025