6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of: November 2024

Commission File Number: 001-38705

ALITHYA GROUP INC.

(Translation of Registrant’s name into English)

1100, Robert-Bourassa Boulevard, Suite 400

Montréal, Québec, Canada H3B 3A5

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F    ☐                Form 40-F    ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    ☐

This Form 6-K shall be deemed incorporated by reference in the Registrant’s Registration Statements on Form S-8, Reg. Nos. 333-228487 and 333-265666.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ALITHYA GROUP INC.
/s/ Nathalie Forcier
Name: Nathalie Forcier
Title: Chief Legal Officer and Corporate Secretary
Date: November 14, 2024

EXHIBIT INDEX

99.1	Interim Condensed Consolidated Financial Statements of Alithya Group inc. for the three months endedSeptember30, 2024
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months endedSeptember30, 2024
99.3	Chief Executive Officer Certification of Interim Filings
99.4	Chief Financial Officer Certification of Interim Filings

Document

Interim Condensed Consolidated<br><br>Financial Statements<br><br>of Alithya Group inc.<br><br><br><br>For the three and six months ended September 30, 2024 and 2023<br><br>(unaudited)

Exhibit 99.1

TABLE OF CONTENTS

Interim Consolidated Statements of Operations and Comprehensive Loss		2
Interim Consolidated Statements of Financial Position		3
Interim Consolidated Statements of Changes in Shareholders’ Equity		4
Interim Consolidated Statements of Cash Flows		5
Notes to Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023
1.	Governing statutes and nature of operations	6
2.	Basis of preparation	6
3.	Long-term debt	8
4.	Share capital	9
5.	Share-based compensation	10
6.	Earnings (loss) per share	12
7.	Additional information on consolidated loss	13
8.	Business acquisition, integration and reorganization costs	14
9.	Net financial expenses	14
10.	Supplementary cash flow information	15
11.	Segment information	16
12.	Financial instruments	18

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

		For the three months ended September 30,		For the six months ended September 30,
(in thousands of Canadian dollars, except per share data) (unaudited)		2024	2023	2024	2023
	Notes		$	$	$
Revenues	11	111,514	118,492	232,389	250,087
Cost of revenues	7	77,386	83,701	159,731	177,203
Gross margin		34,128	34,791	72,658	72,884
Operating expenses
Selling, general and administrative expenses	7	25,869	29,930	57,528	62,429
Business acquisition, integration and reorganization costs	8	549	2,663	1,332	3,768
Depreciation	7	1,102	1,498	2,197	3,166
Amortization of intangibles		4,635	6,177	9,279	13,001
Foreign exchange loss (gain)		259	112	242	(16)
		32,414	40,380	70,578	82,348
Operating income (loss)		1,714	(5,589)	2,080	(9,464)
Net financial expenses	9	1,502	3,073	3,874	6,293
Earnings (loss) before income taxes		212	(8,662)	(1,794)	(15,757)
Income tax expense
Current		195	86	299	287
Deferred		287	428	939	377
		482	514	1,238	664
Net loss		(270)	(9,176)	(3,032)	(16,421)
Other comprehensive (loss) income
Items that may be classified subsequently to profit or loss
Cumulative translation adjustment on consolidation of foreign subsidiaries		(330)	1,436	215	24
		(330)	1,436	215	24
Comprehensive loss		(600)	(7,740)	(2,817)	(16,397)
Basic and diluted loss per share	6	(0.00	)	(0.10)	(0.03)	(0.17)

All values are in US Dollars. The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		2

INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at		September 30,	March 31,
(in thousands of Canadian dollars) (unaudited)		2024	2024
	Notes	$	$
Assets
Current assets
Cash		12,429	8,859
Accounts receivable and other receivables		92,457	98,808
Unbilled revenues		14,834	14,937
Tax credits receivable		9,404	9,942
Prepaids		7,089	7,069
		136,213	139,615
Non-current assets
Tax credits receivable		5,569	10,938
Other assets		1,483	2,267
Property and equipment		4,214	4,590
Right-of-use assets		4,612	5,606
Intangibles		72,038	81,273
Deferred tax assets		4,856	5,715
Goodwill		166,327	166,493
		395,312	416,497
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities		66,678	74,917
Deferred revenues		23,932	25,293
Current portion of lease liabilities		3,656	4,136
Current portion of long-term debt	3	4,078	12,687
		98,344	117,033
Non-current liabilities
Contingent consideration		4,074	4,082
Long-term debt	3	104,893	104,695
Lease liabilities		6,027	7,384
Deferred tax liabilities		8,176	8,099
		221,514	241,293
Shareholders' equity
Share capital	4	313,599	312,409
Deficit		(160,002)	(157,370)
Accumulated other comprehensive income		4,821	4,606
Contributed surplus		15,380	15,559
		173,798	175,204
		395,312	416,497

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		3

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the six months ended September 30,<br><br>(in thousands of Canadian dollars, except share data) (unaudited)
	Notes	Shares<br>outstanding	Share capital	Deficit	Accumulated other<br>comprehensive<br>income	Contributed<br>surplus	Total
		Number	$	$	$	$	$
Balance as at March 31, 2024		95,415,248	312,409	(157,370)	4,606	15,559	175,204
Net loss		—	—	(3,032)	—	—	(3,032)
Other comprehensive income		—	—	—	215	—	215
Total comprehensive (loss) income		—	—	(3,032)	215	—	(2,817)
Share-based compensation	5	—	—	—	—	1,464	1,464
Share-based compensation granted on business acquisition	5	—	—	—	—	573	573
Issuance of Subordinate Voting Shares pursuant to vesting of share-based compensation granted on business acquisitions	4	622,420	1,971	—	—	(1,971)	—
Shares purchased for cancellation	4	(205,483)	(717)	315	—	—	(402)
Shares purchased for settlement of RSUs	4,5	(63,856)	(223)	85	—	—	(138)
Delivery of Subordinate Voting Shares upon settlement of RSUs	4,5	63,856	159	—	—	(245)	(86)
Total contributions by, and distributions to, shareholders		416,937	1,190	400	—	(179)	1,411
Balance as at September 30, 2024		95,832,185	313,599	(160,002)	4,821	15,380	173,798
Balance as at March 31, 2023		95,195,816	311,967	(141,481)	4,610	14,092	189,188
Net loss		—	—	(16,421)	—	—	(16,421)
Other comprehensive income		—	—	—	24	—	24
Total comprehensive (loss) income		—	—	(16,421)	24	—	(16,397)
Share-based compensation	5	—	—	—	—	1,679	1,679
Share-based compensation granted on business acquisition	5	—	—	—	—	1,287	1,287
Issuance of Subordinate Voting Shares pursuant to vesting of share-based compensation granted on business acquisition		622,421	1,924	—	—	(1,924)	—
Shares purchased for cancellation		(139,512)	(487)	163	—	—	(324)
Issuance of Subordinate Voting Shares from exercise of stock options		2,500	8	—	—	(2)	6
Issuance of Subordinate Voting Shares from settlement of RSUs		14,707	33	—	—	(33)	—
Cash settlement of RSUs issued as share-based compensation		—	—	—	—	(371)	(371)
Total contributions by shareholders		500,116	1,478	163	—	636	2,277
Balance as at September 30, 2023		95,695,932	313,445	(157,739)	4,634	14,728	175,068

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		4

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the three months ended September 30,		For the six months ended September 30,
(in thousands of Canadian dollars) (unaudited)		2024	2023	2024	2023
	Notes	$	$	$	$
Operating activities
Net loss		(270)	(9,176)	(3,032)	(16,421)
Adjustments for:
Depreciation and amortization		5,737	7,675	11,476	16,167
Net financial expenses	9	1,502	3,073	3,874	6,293
Share-based compensation	5	696	1,245	2,037	2,966
Deferred taxes		287	428	939	377
Unrealized foreign exchange (gain) loss		(63)	433	(117)	89
Realized foreign exchange loss (gain) on repayment of long-term debt		72	(27)	126	(27)
Impairment of property and equipment and right-of-use assets and loss on lease termination		—	—	—	1,383
Settlement of RSUs		—	—	—	(371)
Other		—	—	—	18
		7,961	3,651	15,303	10,474
Changes in non-cash working capital items	10	(4,979)	(20,931)	4,375	(20,157)
Net cash from (used in) operating activities		2,982	(17,280)	19,678	(9,683)
Investing activities
Additions to property and equipment		(369)	(71)	(608)	(266)
Additions to intangibles		(64)	—	(64)	(41)
Net cash used in investing activities		(433)	(71)	(672)	(307)
Financing activities
Increase in long-term debt, net of related transaction costs		32,038	39,598	66,332	70,361
Repayment of long-term debt		(30,173)	(37,441)	(74,978)	(66,606)
Repayment of lease liabilities, including lease termination costs		(1,198)	(987)	(2,712)	(1,958)
Exercise of stock options		—	6	—	6
Shares purchased for settlement of RSUs	4	—	—	(138)	—
Shares purchased for cancellation	4	(230)	(175)	(402)	(324)
Financial expenses paid	9	(1,403)	(2,890)	(3,610)	(5,885)
Net cash used in financing activities		(966)	(1,889)	(15,508)	(4,406)
Effect of exchange rate changes on cash		14	187	72	(101)
Net change in cash		1,597	(19,053)	3,570	(14,497)
Cash, beginning of period		10,832	27,139	8,859	22,583
Cash, end of period		12,429	8,086	12,429	8,086
Cash paid (included in cash flow from (used in) operating activities)
Income taxes paid		139	135	355	370

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		5

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

1. GOVERNING STATUTES AND NATURE OF OPERATIONS

Alithya Group inc. (together with its subsidiaries, “Alithya” or the “Company”) is a professional services firm providing IT services and solutions through the optimal use of digital technologies in the areas of strategic consulting, enterprise transformation and business enablement.

The Company’s Class A subordinate voting shares (the “Subordinate Voting Shares”) trade on the Toronto Stock Exchange (“TSX”) under the symbol “ALYA”.

The Company’s head office is located at 1100, Robert-Bourassa Boulevard, Suite 400, Montréal, Québec, Canada, H3B 3A5.

2. BASIS OF PREPARATION

Statement of Compliance

These interim condensed consolidated financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting. They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, and should be read in conjunction with the annual audited consolidated financial statements for the year ended March 31, 2024. The Company applied the accounting policies adopted in its most recent annual audited consolidated financial statements for the year ended March 31, 2024, except for changes as detailed below.

These interim condensed consolidated financial statements were approved and authorized for issue by the Board of Directors (the “Board”) on November 13, 2024.

Basis of Measurement

These interim condensed consolidated financial statements have been prepared under the historical cost basis except for

•Identifiable assets acquired and liabilities and contingent liabilities resulting from a business combination, which are generally measured initially at their fair values at the acquisition date;

•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.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		6

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

2. BASIS OF PREPARATION (CONT’D)

ACCOUNTING STANDARD AMENDMENTS EFFECTIVE FOR THE YEAR ENDING 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 of IAS 1 had no impact on the Company’s interim condensed consolidated financial statements.

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE

At the date of authorization of these interim condensed consolidated financial statements, certain new standards, amendments and interpretations, and improvements to existing standards have been published by the IASB but are not yet effective and have not been adopted early by the Company. Management anticipates that all the relevant pronouncements will be adopted in the first reporting period following the date of application. Information on new standards, amendments and interpretations, and improvements to existing standards, which could potentially impact the Company’s consolidated financial statements, are detailed as follows:

IFRS 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.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		7

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

2. BASIS OF PREPARATION (CONT’D)

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.

3. LONG-TERM DEBT

The following table summarizes the Company’s long-term debt:

As at	September 30,	March 31,
	2024	2024
	$	$
Senior secured revolving credit facility (the "Credit Facility") (a)	85,183	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 $4,210,000 (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 $4,210,000 (US$3,115,000), maturing on July 1, 2025	4,078	8,172
Unamortized transaction costs (net of accumulated amortization of $293,000 and $215,000)	(290)	(400)
	108,971	117,382
Current portion of long-term debt	4,078	12,687
	104,893	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 threshold limits for 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, 2026 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.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		8

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

3. LONG-TERM DEBT (CONT’D)

As at September 30, 2024, the amount outstanding under the Credit Facility includes $70,283,000 (March 31, 2024 - $71,773,000) payable in U.S. dollars (US$52,000,000; March 31, 2024 - US$53,000,000).

The Company has an additional operating credit facility available to a maximum amount of $2,703,000 (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 September 30, 2024.

(b) The secured loans issued by Investissement Québec to finance the Company’s 2023 refundable tax credits have been full repaid during the six months ended September 30, 2024.

(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 threshold limits for 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 September 30, 2024 and March 31, 2024.

4. SHARE CAPITAL

The following table presents information concerning issued share capital activity for the period:

	Subordinate Voting Shares		Multiple Voting Shares
	Number of shares	$	Number of shares	$
Beginning balance as at April 1, 2024	88,141,000	307,585	7,274,248	4,824
Shares issued pursuant to vesting of share-based compensation granted on business acquisition	622,420	1,971	—	—
Shares purchased for cancellation	(205,483)	(717)	—	—
Shares purchased for settlement of RSUs	(63,856)	(223)	—	—
Delivery of shares upon settlement of RSUs	63,856	159	—	—
Ending balance as at September 30, 2024	88,557,937	308,775	7,274,248	4,824

During the six months ended September 30, 2024, the following transactions occurred:

•As part of the acquisition of Datum Consulting Group, LLC and its international affiliates (the “Datum Acquisition”), 622,420 Subordinate Voting Shares, with a total value of $1,971,000 (US$1,438,000), reclassified from contributed surplus, were issued as settlement of the second anniversary share consideration.

•205,483 Subordinate Voting Shares were purchased for cancellation under the Company's normal course issuer bid 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.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		9

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

4. SHARE CAPITAL (CONT’D)

•63,856 Subordinate Voting Shares were purchased for settlement of RSUs for a total cash consideration of $138,000 and a carrying value of $223,000. The excess of the carrying value over the purchase price in the amount of $85,000 was recorded as a reduction to deficit. 103,748 RSUs were settled net of tax and 63,856 Subordinate Voting Shares were delivered with a carrying value of $159,000, 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.

5. SHARE-BASED COMPENSATION

Stock options

The following tables present information concerning outstanding stock options issued by currency:

	Number of stock options	Weighted average exercise price (CAD)
		$
Beginning balance as at April 1, 2024	3,320,696	3.22
Forfeited	(105,769)	3.24
Expired	(299,629)	3.12
Ending balance as at September 30, 2024	2,915,298	3.23
Exercisable at period end	2,216,546	3.23			Number of stock options	Weighted average exercise price (USD)
---	---	---
		$
Beginning balance as at April 1, 2024	1,016,575	2.55
Forfeited	(42,250)	2.58
Ending balance as at September 30, 2024	974,325	2.54
Exercisable at period end	714,407	2.54

Included in the 2,216,546 stock options exercisable issued in Canadian dollars, 505,264 stock options are available to purchase Multiple Voting Shares at a weighted average exercise price of $2.74 as at September 30, 2024.

Deferred Share Units (“DSUs”)

The following table presents information concerning the outstanding number of DSUs for the period:

	Number of DSUs
Beginning balance as at April 1, 2024	1,178,080
Granted to non-employee directors	187,993
Ending balance as at September 30, 2024	1,366,073
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		10
---	---

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

5. SHARE-BASED COMPENSATION (CONT’D)

During the six months ended September 30, 2024, 187,993 fully vested DSUs, in aggregate, were granted under the Long Term Incentive Plan (“LTIP”) to non-employee directors of the Company at an average grant date fair value of $1.93, per DSU, for an aggregate fair value of $363,000.

As at September 30, 2024, included in the 1,366,073 DSUs are 1,061,385 DSUs issued under the LTIP and 304,688 DSUs issued under the SUP.

Restricted Share Units (“RSUs”)

The following table presents information concerning the outstanding number of RSUs for the period:

	Number of RSUs
Beginning balance as at April 1, 2024	349,700
Settled	(103,748)
Ending balance as at September 30, 2024	245,952

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 six months ended September 30, 2024, 103,748 RSUs issued under the SUP with a carrying value of $245,000, were settled on a net basis. 63,856 Subordinate Voting Shares were purchased on the open market and delivered, with an amount of $159,000 previously credited to contributed surplus transferred to share capital. The balance of 39,892 RSUs, representing an amount of $86,000, were surrendered for cancellation to satisfy the employee’s statutory withholding tax requirements and are included in accounts payable and accrued liabilities in the statement of financial position as at September 30, 2024.

As at September 30, 2024, all 245,952 RSUs were issued under the SUP.

Performance Share Units (“PSUs”)

The following table presents information concerning the outstanding number of PSUs for the period:

	Number of PSUs
Beginning balance as at April 1, 2024	2,156,527
Forfeited	(213,770)
Ending balance as at September 30, 2024	1,942,757

As at September 30, 2024, all 1,942,757 PSUs were issued under the LTIP.

Other

During the six months ended September 30, 2024, the Company committed to the issuance of RSUs under the SUP and PSUs under the LTIP to certain eligible employees as part of their long-term incentives for the fiscal year ending March 31, 2025. The terms and conditions of the awards were not finalized as at September 30, 2024. The estimated total fair values are based on a percentage of the eligible employees’ annual base salary and represent $2,501,000 for RSUs and $2,291,000 for PSUs. The RSUs and PSUs will vest in the first quarter of the year ending March 31, 2028 and the related expense is recognized over the vesting period.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		11

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

5. SHARE-BASED COMPENSATION (CONT’D)

Share-Based Compensation expense

Total share-based compensation expense for the period is summarized as follows:

	For the three months ended September 30,		For the six months ended September 30,
	2024	2023	2024	2023
	$	$	$	$
Stock options	19	151	69	336
Share purchase plan – employer contribution	343	350	687	707
Share-based compensation granted on business acquisitions	163	402	573	1,287
DSUs	182	135	364	319
RSUs	253	111	560	126
PSUs	79	446	471	898
	1,039	1,595	2,724	3,673

6. EARNINGS (LOSS) PER SHARE

	For the three months ended September 30,		For the six months ended September 30,
	2024	2023	2024	2023
	$	$	$	$
Net loss	(270)	(9,176)	(3,032)	(16,421)
Weighted average number of Shares outstanding (a)	95,909,898	95,767,048	95,649,381	95,480,413
Basic and diluted loss per share	(0.00)	(0.10)	(0.03)	(0.17)

(a) "Shares" include the Subordinate Voting Shares and Multiple Voting Shares

The potentially dilutive outstanding equity instruments, which are the DSUs, PSUs and options mentioned in Note 5 granted under the LTIP and certain shares to be issued as part of anniversary payments related to business acquisition, 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.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		12

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

7. ADDITIONAL INFORMATION ON CONSOLIDATED LOSS

The following table provides additional information on the consolidated loss:

	For the three months ended September 30,		For the six months ended September 30,
	2024	2023	2024	2023
	$	$	$	$
Expenses by Nature
Employee compensation and subcontractor costs	97,067	105,223	204,293	223,066
Tax credits (a)	(1,935)	(1,148)	(3,889)	(3,540)
Licenses and telecommunications	3,280	3,362	6,577	6,821
Professional fees	1,690	2,220	3,737	3,977
Other expenses	3,153	3,974	6,541	7,925
Impairment of property and equipment and right-of-use assets and loss on lease termination	—	—	—	1,383
Depreciation of property and equipment	505	850	995	1,849
Depreciation of right-of-use assets	597	648	1,202	1,317
	104,357	115,129	219,456	242,798
Expenses by Function
Cost of revenues	77,386	83,701	159,731	177,203
Selling, general and administrative expenses (b)	25,869	29,930	57,528	62,429
Depreciation	1,102	1,498	2,197	3,166
	104,357	115,129	219,456	242,798

(a) Tax credits are included in cost of revenues.

(b) For the six months ended September 30, 2024, selling, general and administrative expenses includes termination and benefit costs for key management personnel of $1,502,000 (2023 - nil) and $246,000 (2023 - nil) of reversal of share-based compensation expense for forfeited equity instruments.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		13

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

8. BUSINESS ACQUISITION, INTEGRATION AND REORGANIZATION COSTS

The following table summarizes business acquisition, integration and reorganization costs:

	For the three months ended September 30,		For the six months ended September 30,
	2024	2023	2024	2023
	$	$	$	$
Acquisition costs (a)	—	262	—	262
Integration costs (b)	512	901	636	1,640
Reorganization costs (c)	—	1,409	566	1,575
Employee compensation on business acquisition (d)	37	91	130	291
	549	2,663	1,332	3,768

(a) The acquisition costs consisted mainly of professional fees incurred in relation to business acquisitions.

(b) For the three and six months ended September 30, 2024, integration costs consisted mainly of transition costs related to system integrations. For the three and six months ended September 30, 2023, integration costs referred mainly to retention bonuses in relation to business acquisitions and to termination of leases of vacated premises previously acquired as part of business combinations.

(c) Reorganization costs consisted of employee termination costs.

(d) Employee compensation on business acquisition included deferred cash consideration from the Datum acquisition.

9. NET FINANCIAL EXPENSES

The following table summarizes net financial expenses:

	For the three months ended September 30,		For the six months ended September 30,
	2024	2023	2024	2023
	$	$	$	$
Interest on long-term debt	1,315	2,741	3,452	5,762
Interest on lease liabilities	113	186	237	375
Amortization of finance costs	55	99	132	197
Interest accretion on balance of purchase price payable	44	84	132	211
Financing fees	75	40	183	92
Interest income	(100)	(77)	(262)	(344)
	1,502	3,073	3,874	6,293		Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		14
---	---

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

10. SUPPLEMENTARY CASH FLOW INFORMATION

Changes in non-cash working capital items are as follows:

	For the three months ended September 30,		For the six months ended September 30,
	2024	2023	2024	2023
	$	$	$	$
Accounts receivable and other receivables	(8,581)	(6,171)	6,487	547
Unbilled revenues	7,624	(3,123)	130	1,123
Tax credits receivable	(1,926)	(1,006)	5,934	(3,360)
Prepaids	913	1,464	(3)	532
Other assets	783	(555)	783	(494)
Accounts payable and accrued liabilities	(3,901)	(12,151)	(7,574)	(17,819)
Deferred revenues	109	611	(1,382)	(686)
	(4,979)	(20,931)	4,375	(20,157)

During the six months ended September 30, 2024, non-cash investing and financing activities included additions

to right-of-use assets and lease liabilities in the amount of $183,000 (September 30, 2023 - $454,000).

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		15

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

11. SEGMENT INFORMATION

The following tables present the Company's operations based on reportable segments:

	For the three months ended September 30, 2024
	Canada	U.S.	International	Total
	$	$	$	$
Revenues	59,642	46,808	5,064	111,514
Operating income by segment	8,690	7,536	514	16,740
Head office general and administrative expenses				8,481
Business acquisition, integration and reorganization costs				549
Foreign exchange loss (gain)				259
Operating income before depreciation and amortization				7,451
Depreciation and amortization				5,737
Operating income				1,714			For the three months ended September 30, 2023
---	---	---	---	---
	Canada	U.S.	International	Total
	$	$	$	$
Revenues	67,959	45,745	4,788	118,492
Operating income by segment	8,071	5,664	262	13,997
Head office general and administrative expenses				9,136
Business acquisition, integration and reorganization costs				2,663
Foreign exchange loss (gain)				112
Operating income before depreciation and amortization				2,086
Depreciation and amortization				7,675
Operating loss				(5,589)			For the six months ended September 30, 2024
---	---	---	---	---
	Canada	U.S.	International	Total
	$	$	$	$
Revenues	124,777	97,516	10,096	232,389
Operating income by segment	18,567	16,375	636	35,578
Head office general and administrative expenses				20,448
Business acquisition, integration and reorganization costs				1,332
Foreign exchange loss (gain)				242
Operating income before depreciation and amortization				13,556
Depreciation and amortization				11,476
Operating income				2,080
Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		16
---	---

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

11. SEGMENT INFORMATION (CONT’D)

	For the six months ended September 30, 2023
	Canada	U.S.	International	Total
	$	$	$	$
Revenues	144,946	94,989	10,152	250,087
Operating income by segment	16,041	14,104	974	31,119
Head office general and administrative expenses				20,664
Business acquisition, integration and reorganization costs				3,768
Foreign exchange loss (gain)				(16)
Operating income before depreciation and amortization				6,703
Depreciation and amortization				16,167
Operating loss				(9,464)

Information about revenues

An analysis of the Company’s revenues from customers for each major service category is as follows:

	For the three months ended September 30, 2024
	Canada	U.S.	International	Total
	$	$	$	$
Strategic consulting and enterprise transformation services - time and materials arrangements (a)	49,776	25,889	4,523	80,188
Enterprise transformation services - fixed-fee arrangements	6,401	7,037	481	13,919
Business enablement services	3,465	13,882	60	17,407
	59,642	46,808	5,064	111,514
	For the three months ended September 30, 2023
---	---	---	---	---
	Canada	U.S.	International	Total
	$	$	$	$
Strategic consulting and enterprise transformation services - time and materials arrangements (a)	59,221	24,490	4,412	88,123
Enterprise transformation services - fixed-fee arrangements	5,487	9,419	376	15,282
Business enablement services	3,251	11,836	—	15,087
	67,959	45,745	4,788	118,492

(a) Including $29,925,000 (2023 - $25,245,000) of time and materials arrangements applying the Input Method for the three months ended September 30, 2024.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		17

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Tabular amounts are in thousands of Canadian dollars, except share and per share data in tables) (unaudited)

11. SEGMENT INFORMATION (CONT’D)

	For the six months ended September 30, 2024
	Canada	U.S.	International	Total
	$	$	$	$
Strategic consulting and enterprise transformation services - time and materials arrangements (b)	105,637	52,890	9,177	167,704
Enterprise transformation services - fixed-fee arrangements	12,208	16,191	860	29,259
Business enablement services	6,932	28,435	59	35,426
	124,777	97,516	10,096	232,389
	For the six months ended September 30, 2023
---	---	---	---	---
	Canada	U.S.	International	Total
	$	$	$	$
Strategic consulting and enterprise transformation services - time and materials arrangements (b)	125,690	53,507	8,688	187,885
Enterprise transformation services - fixed-fee arrangements	13,090	17,806	1,464	32,360
Business enablement services	6,166	23,676	—	29,842
	144,946	94,989	10,152	250,087

(b) Including $61,873,000 (2023 - $51,578,000) of time and materials arrangements applying the Input Method for the six months ended September 30, 2024.

Major customer

During the three months ended September 30, 2024, no client generated more than 10% of total revenues (September 30, 2023 - one client generated more than 10% of total revenues for $13,231,000).

During the six months ended September 30, 2024, no client generated more than 10% of total revenues (September 30, 2023 - one client generated more than 10% of total revenues for $28,679,000).

As at September 30, 2024 and as at March 31, 2024, no customer represented more than 10% of total accounts receivable and other receivables.

12. FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

The carrying amount of cash, accounts receivable and other receivables, other assets, accounts payable and accrued liabilities and long-term debt bearing interest at variable rates is a reasonable approximation of fair value.

The fair value of the long-term debt bearing interest at fixed rates is estimated by discounting expected cash flows at rates that would be currently offered to the Company for debts of the same remaining maturities and conditions (Level 2). For both September 30, 2024 and March 31, 2024, the Company has determined that the fair value of the Credit Facility, the secured loans, the subordinated unsecured loans and the balance of purchase price payable are not significantly different than their carrying amount.

Alithya Group inc. – Interim Condensed Consolidated Financial Statements for the three and six months ended September 30, 2024 and 2023		18

Document

Management’s Discussion and Analysis Alithya Group inc.<br><br><br><br>For the three and six months ended September 30, 2024

Exhibit 99.2

Table of Contents

			Page
1.		Basis of Presentation	2
2.		Forward-Looking Statements and Financial Outlook	2
3.		Business Overview	3
4.		Strategic Business Plan Outlook	5
5.		Non-IFRS and Other Financial Measures	7
6.		Financial Highlights	10
7.		Results of Operations	13
	7.1	Revenues	14
	7.2	Gross Margin	15
	7.3	Operating Expenses	16
	7.4	Other Income and Expenses	20
	7.5	Net Loss and Loss per Share	21
	7.6	Adjusted Net Earnings and Adjusted Net Earnings per Share	22
	7.7	Segment Reporting	23
	7.8	EBITDA and Adjusted EBITDA	25
8.		Bookings and Backlog	26
9.		Liquidity and Capital Resources	27
	9.1	Consolidated Statements of Cash Flows	27
	9.2	Cash Flows - Operating Activities	27
	9.3	Cash Flows - Investing Activities	28
	9.4	Cash Flows - Financing Activities	28
	9.5	Capital Resources	29
	9.6	Long-Term Debt and Net Debt	30
	9.7	Contractual Obligations	31
	9.8	Off-Balance Sheet Arrangements	31
10		Share Capital	32
	10.1	Normal Course Issuer Bid	32
	10.2	Other	32
11.		Eight Quarter Summary	33
12.		Critical Accounting Estimates	34
13.		Accounting Standard Amendments Effective for the Year Ending March 31, 2025	34
14.		New Accounting Standards and Interpretations Issued but Not Yet Effective	34
15.		Risks and Uncertainties	35
16.		Management’s Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting	36
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
---
For the three and six months ended September 30, 2024

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 six-month periods ended September 30, 2024. References to “Alithya”, the “Company”, the “Group”, “we”, “our” and “us” in this MD&A refer to Alithya Group inc. and its subsidiaries or any one or more of them, unless the context requires otherwise. This document should be read in conjunction with the information contained in the Company’s interim condensed consolidated financial statements and accompanying notes for the three-month and six-month periods ended September 30, 2024 and 2023 (the "Q2 Financial Statements"), as well as the audited consolidated financial statements and MD&A for the fiscal year ended March 31, 2024. 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.com and the Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) at www.sec.gov.

For reporting purposes, the Company prepared the Q2 Financial Statements in Canadian dollars in accordance with IAS 34 - Interim Financial Reporting of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Unless otherwise indicated, all dollar (“$”) amounts and references in this MD&A are in Canadian dollars and references to “US$” are 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”.

Unless otherwise stated, in preparing this MD&A, the Company has considered information available up to November 13, 2024, the date the Company’s Board of Directors (“Board”) approved this MD&A and the Q2 Financial Statements.

2. Forward-Looking Statements and Financial Outlook

This MD&A contains statements that may constitute “forward-looking information”, "forward-looking statements" or "financial outlook" 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 of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		2

our geographic presence, 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 their integration, 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 strategic business plan outlook as well as its anticipated operating environment and may not be appropriate for other purposes. Although management believes the expectations reflected in Alithya’s forward-looking statements were reasonable as at the date they were made, forward-looking statements are based on the opinions, assumptions and estimates of management and, as such, are subject to a variety of risks and uncertainties and other factors, many of which are beyond Alithya’s control, and which could cause actual events or results to differ materially from those expressed or implied in such statements. Such risks and uncertainties include but are not limited to those discussed in the section titled “Risks and Uncertainties” of the MD&A for the year ended March 31, 2024, 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.com 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

With professionals in Canada, the United States, 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 innovation 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 deliver practical IT services and solutions to help solve complex business challenges for clients in the financial services, healthcare, manufacturing, government, energy, higher education, telecommunications, transportation and logistics, and other sectors. The Company has developed industry-specific solutions and services for many of these industries that aim at solving sector-specific business challenges and helping expedite the time to value of technology investments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		3

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 more than 20 years of 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 (ROI) 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

For many companies, digital systems and infrastructures are among their most important and strategic assets. These assets require significant investments and increasingly serve as key differentiators and drivers of growth for customers.

Accordingly, businesses are seeking solutions that allow them to maintain their ability to differentiate themselves from competitors with proprietary business processes, combined with product customization. That is where digital transformation comes into play, inviting companies to make a shift in their approach and to evolve from traditional information technologies to flexible digital technologies.

As businesses’ technology spending continues to increase, digital technology firms such as Alithya are striving to deliver innovative thinking and in-depth vertical industry expertise, while facilitating business process transformation through the use of the most optimal technologies.

Alithya believes it is well positioned to respond to these trends in clients’ investments in digital technology. Alithya’s business model is built on a philosophy of focusing on our clients’ complex business challenges, offering flexible and creative solutions, enabling clients to realize maximum benefits from their digital technology

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		4

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) a broad referral base; (e) continual investment in process improvement and knowledge capture; (f) investment in infrastructure and research and development; (g) continued focus on responsiveness to client needs, quality of services and competitive prices; and (h) project management capabilities and technical expertise.

4. Strategic Business Plan Outlook

Alithya embarked on a journey to be recognized as the trusted technology advisor of its clients. By the end of fiscal 2027, management believes that our achievement of this new scale and scope will allow us to leverage our industry knowledge, geographic presence, expertise, integrated offerings, and our position on the value chain to target higher value IT segments.

Our strategic process begins with our agile approach to aligning our offerings with the most pressing challenges being experienced within the sectors that we service, and in our ability to continuously reinforce the building blocks of trusted relationships with our clients, our people, our investors, and our partners. To ensure that we remain innovative and relevant, we strive to meet or exceed the expectations of our stakeholders, including optimizing employee experiences, assisting our clients in achieving their missions, and creating greater value for our investors.

More specifically, Alithya has developed a three-year strategic plan outlining objectives, keeping in mind our stakeholders' interests, with the primary goals detailed as follows:

•Increasing scale through organic growth and strategic acquisitions:

◦Organic Growth: Alithya aims to achieve between 5 and 10 percent annualized organic growth.

◦Acquisitions: Alithya plans to acquire complementary businesses totaling 150 million dollars of revenues.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		5

◦AI and IP Solutions: Alithya intends to increase the utilization of its AI and intellectual property solutions.

•Providing our investors, partners and stakeholders with long-term growing return on investment:

◦Profitability: Alithya’s Adjusted EBITDA Margin(1) is targeted to increase to within the range of 11 to 13 percent.

◦Smart shoring centers: Alithya aims to deliver an increasing percentage of its business through smart shoring centers.

◦Environmental goal: Alithya endeavours to obtain Carbon Care Certification® (Level 1), and to initiate steps towards achieving carbon neutrality certification (Level 2).

These objectives set out in our three-year strategic plan launched on April 1, 2024, are based on our current business plan and strategies and are not intended to be a forecast or a projection of future results. Rather, they are objectives that we seek to achieve from the execution of our strategy over time, and contemplate our historical performance and certain assumptions including but not limited to (i) our ability to execute our growth strategies, (ii) our ability to identify and acquire complementary businesses on accretive terms, and (iii) our estimates and expectations in relation to future economic and business conditions and other factors.

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 7.8 titled “EBITDA and Adjusted EBITDA” for a quantitative reconciliation to the most directly comparable IFRS measure for the three months and six months ended September 30, 2024 and 2023.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		6

5. Non-IFRS and Other Financial Measures

Alithya reports its financial results in accordance with IFRS. This MD&A includes certain non-IFRS and supplementary financial measures and ratios to assess Alithya's financial performance. These measures are provided as additional information to complement IFRS measures by providing further understanding of Alithya's results of operations from management's perspective. They do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. They should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with IFRS. They are used to provide investors with additional insight into Alithya's operating performance and thus highlight trends in Alithya's business that may not otherwise be apparent when relying solely on IFRS measures.

The non-IFRS measures used by Alithya are described below:

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 7.8 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 redundant items, including severance consisting of termination and benefit costs for key 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 operating results 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 key 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 7.6 titled “Adjusted Net Earnings and Adjusted Net Earnings per Share”.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		7

Adjusted EBITDA and Adjusted EBITDA Margin

“Adjusted EBITDA” refers to net earnings (loss) before adjusting for income tax expense (recovery), net financial expenses, foreign exchange, amortization of intangibles, depreciation of property and equipment and right-of-use assets, impairment of intangibles and goodwill, 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 redundant items, including severance consisting of termination and benefit costs for key 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 operating results 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 7.8 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 7.1 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 9.6 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 of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		8

“Bookings” refers to the amount of signed revenue agreements during the period, which includes new contracts, including those acquired through 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, 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 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 of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		9

6. Financial Highlights

Results of Operations	For the three months ended September 30,			For the six months ended September 30,
(in $ thousands)	2024	2023	2024	2023
Revenues	111,514	118,492	232,389	250,087
Gross Margin	34,128	34,791	72,658	72,884
Gross Margin as a Percentage of Revenues (1)	30.6	%	29.4	%	31.3	%	29.1	%
Selling, General and Administrative Expenses	25,869	29,930	57,528	62,429
Selling, General and Administrative Expenses as a Percentage of Revenues (1)	23.2	%	25.3	%	24.8	%	25.0	%
Net Loss	(270)	(9,176)	(3,032)	(16,421)
Basic and Diluted Loss per Share	(0.00)	(0.10)	(0.03)	(0.17)
Adjusted Net Earnings (2)	5,260	258	10,206	3,250
Adjusted Net Earnings per Share (2)	0.05	0.00	0.11	0.03
Adjusted EBITDA (3)	9,298	6,456	19,356	15,511
Adjusted EBITDA Margin (3)	8.3	%	5.4	%	8.3	%	6.2	%

All values are in US Dollars.

Other	September 30,	March 31,
(in $ thousands, except Backlog and DSO)	2024	2024
	$	$
Total Assets	395,312	416,497
Non-Current Financial Liabilities (4)	114,994	116,161
Total Long-Term Debt	108,971	117,382
Net Debt (5)	96,542	108,523
Backlog (1)	16 months	16 months
DSO (1)	57 days	56 days
Shares, Stock Options and Share Units Outstanding	November 12,
---	---
	2024
Subordinate Voting Shares	88,557,937
Multiple Voting Shares	7,274,248
Stock Options (6)	3,889,623
Deferred Share Units ("DSUs")	1,366,073
Restricted Share Units ("RSUs")	245,952
Performance Share Units ("PSUs")	1,942,757

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 7.6 titled “Adjusted Net Earnings and Adjusted Net Earnings per Share” for a quantitative reconciliation to the most directly comparable IFRS measures.

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 7.8 titled “EBITDA and Adjusted EBITDA” for a quantitative reconciliation to the most directly comparable IFRS measures.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		10

4 Non-current financial liabilities include the long-term portion of the long-term debt, the long-term portion of lease liabilities, and the long-term portion of the contingent consideration. For an explanation of the variance, refer to section 9.6 titled "Long-Term Debt and Net Debt".

5 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 9.6 titled “Long-Term Debt and Net Debt” for a quantitative reconciliation to the most directly comparable IFRS measures and an explanation of the variance.

6 Includes 505,264 stock options to purchase Multiple Voting Shares.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		11

For the three months ended September 30, 2024:

•Revenues decreased 5.9% to $111.5 million, compared to $118.5 million for the same quarter last year.

•84% of revenues were generated from clients which we had in the same quarter last year.

•Gross margin decreased 1.9% to $34.1 million, compared to $34.8 million for the same quarter last year.

•Gross Margin as a Percentage of Revenues increased to 30.6%, compared to 29.4% for the same quarter last year.

•Selling, general and administrative expenses decreased by $4.0 million, or 13.6%, to $25.9 million, compared to $29.9 million for the same quarter last year. On a sequential basis, selling, general and administrative expenses decreased by $5.8 million, from $31.7 million for the first quarter of this year.

•Net loss was $0.3 million, or $0.00 per share, compared to a net loss of $9.2 million, or $0.10 per share, for the same quarter last year.

•Adjusted Net Earnings amounted to $5.3 million, representing an increase of $5.0 million, from $0.3 million for same quarter last year. This translated into Adjusted Net Earnings per Share of $0.05, compared to $0.00 for the same quarter last year.

•Adjusted EBITDA increased 44.0% to $9.3 million, for an Adjusted EBITDA Margin of 8.3% of revenues, compared to $6.5 million, for an Adjusted EBITDA Margin of 5.4% of revenues, for the same quarter last year.

•Net cash from operating activities was $3.0 million, representing an increase of $20.3 million, from net cash used in operating activities of $17.3 million for the same quarter last year.

•Q2 Bookings(1) reached $84.0 million, which translated into a Book-to-Bill Ratio(1) of 0.75 for the quarter. The Book-to-Bill Ratio would be 0.85 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 September 30, 2024.

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 of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		12

7. Results of Operations

	For the three months ended September 30,		For the six months ended September 30,
(in $ thousands, except for per share data)	2024	2023	2024	2023
	$	$	$	$
Revenues	111,514	118,492	232,389	250,087
Cost of revenues	77,386	83,701	159,731	177,203
Gross margin	34,128	34,791	72,658	72,884
Operating expenses
Selling, general and administrative expenses	25,869	29,930	57,528	62,429
Business acquisition, integration and reorganization costs	549	2,663	1,332	3,768
Depreciation	1,102	1,498	2,197	3,166
Amortization of intangibles	4,635	6,177	9,279	13,001
Foreign exchange loss (gain)	259	112	242	(16)
	32,414	40,380	70,578	82,348
Operating income (loss)	1,714	(5,589)	2,080	(9,464)
Net financial expenses	1,502	3,073	3,874	6,293
Earnings (loss) before income taxes	212	(8,662)	(1,794)	(15,757)
Income tax expense
Current	195	86	299	287
Deferred	287	428	939	377
	482	514	1,238	664
Net loss	(270)	(9,176)	(3,032)	(16,421)
Basic and diluted loss per share	(0.00)	(0.10)	(0.03)	(0.17)		Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
---	---
For the three and six months ended September 30, 2024		13

7.1Revenues

The following table reconciles Constant Dollar Revenue(1) to revenues by geographic location:

	For the three months ended September 30,					For the six months ended September 30,
(in $ thousands, except for percentages)	2024		2023	% (2)		2024		2023	%
Total Alithya revenue as reported	111,514		118,492	(5.9)	%	232,389		250,087	(7.1)	%
Variation prior to foreign currency impact	(6.7)	%				(7.8)	%
Foreign currency impact	0.8	%				0.7	%
Variation over previous period	(5.9)	%				(7.1)	%
Canada
Constant dollar revenue	59,642		67,959	(12.2)	%	124,777		144,946	(13.9)	%
Foreign currency impact	—					—
Canada revenue as reported	59,642		67,959	(12.2)	%	124,777		144,946	(13.9)	%
U.S.
Constant dollar revenue	46,030		45,745	0.6	%	95,826		94,989	0.9	%
Foreign currency impact	778					1,690
U.S. revenue as reported	46,808		45,745	2.3	%	97,516		94,989	2.7	%
International
Constant dollar revenue	4,932		4,788	3.0	%	9,934		10,152	(2.1)	%
Foreign currency impact	132					162
International revenue as reported	5,064		4,788	5.8	%	10,096		10,152	(0.6)	%

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 $111.5 million for the three months ended September 30, 2024, representing a decrease of $7.0 million, or 5.9%, from $118.5 million for the three months ended September 30, 2023.

Revenues in Canada decreased by $8.4 million, or 12.2%, to $59.6 million for the three months ended September 30, 2024, from $68.0 million for the three months ended September 30, 2023. 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, compared to the same quarter last year.

U.S. revenues increased by $1.1 million, or 2.3%, to $46.8 million for the three months ended September 30, 2024, from $45.7 million for the three months ended September 30, 2023, due primarily to organic growth in certain areas of the business, including a favorable US$ exchange rate impact of $0.8 million between the two periods, partially offset by a decrease in software revenues.

International revenues increased by $0.3 million, or 5.8%, to $5.1 million for the three months ended September 30, 2024, from $4.8 million for the three months ended September 30, 2023.

Revenues amounted to $232.4 million for the six months ended September 30, 2024, representing a decrease of $17.7 million, or 7.1%, from $250.1 million for the six months ended September 30, 2023.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		14

Revenues in Canada decreased by $20.1 million, or 13.9%, to $124.8 million for the six months ended September 30, 2024, from $144.9 million for the six months ended September 30, 2023. The decrease in revenues was due primarily to a reduction in information technology investments in the banking sector, one client's major transformation project reaching maturity and a reduction in revenues from a few government contracts.

U.S. revenues increased by $2.5 million, or 2.7%, to $97.5 million for the six months ended September 30, 2024, from $95.0 million for the six months ended September 30, 2023, due primarily to organic growth in certain areas of the business, including a favorable US$ exchange rate impact of $1.7 million between the two periods, partially offset by a decrease in software revenues,

International revenues decreased by $0.1 million, or 0.5%, to $10.1 million for the six months ended September 30, 2024, from $10.2 million for the six months ended September 30, 2023.

7.2Gross Margin

Gross margin decreased by $0.7 million, or 1.9%, to $34.1 million for the three months ended September 30, 2024, from $34.8 million for the three months ended September 30, 2023. Gross margin as a percentage of revenues increased to 30.6% for the three months ended September 30, 2024, from 29.4% for the three months ended September 30, 2023.

In Canada, gross margin as a percentage of revenues increased, compared to the same quarter last year, mainly due to higher hourly billing rates and a proportionally larger decrease in the use of subcontractors compared to permanent employees.

In the U.S., gross margin as a percentage of revenues decreased slightly compared to the same quarter last year, primarily due to a decrease in software revenues, which historically had a higher gross margin as a percentage of revenues, partially offset by higher hourly billing rates and utilization.

International gross margin as a percentage of revenues increased compared to the same quarter last year, as certain projects had slower starts in the prior period, partially offset by reduced activities in Australia and lower utilization in certain jurisdictions in the current period.

Gross margin decreased by $0.2 million, or 0.3%, to $72.7 million for the six months ended September 30, 2024, from $72.9 million for the six months ended September 30, 2023. Gross margin as a percentage of revenues increased to 31.3% for the six months ended September 30, 2024, from 29.1% for the six months ended September 30, 2023, despite annual salary increases which came into effect in the first quarter of this year.

In Canada, gross margin as a percentage of revenues increased for the six months ended September 30, 2024, compared to the same period last year, mainly due to higher hourly billing rates and a proportionally larger decrease in the use of subcontractors compared to permanent employees.

In the U.S., gross margin as a percentage of revenues decreased slightly for the six months ended September 30, 2024, primarily due to a decrease in software revenues, which historically had a higher gross margin, partially offset by higher hourly billing rates and utilization.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		15

International gross margin as a percentage of revenues decreased for the six months ended September 30, 2024, compared to the same period last year, mainly due to lower utilization and reduced activities in Australia, which historically had a higher gross margin.

7.3Operating Expenses

7.3.1Selling, 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 $25.9 million for the three months ended September 30, 2024, representing a decrease of $4.0 million, or 13.6%, from $29.9 million for the three months ended September 30, 2023. Selling, general and administrative expenses as a percentage of revenues amounted to 23.2% for the three months ended September 30, 2024, compared to 25.3% for the same period last year. The decrease in selling, general and administrative expenses was driven mainly by decreases of $1.8 million in employee compensation costs, primarily variable compensation, $0.5 million in professional fees, $0.5 million in non-cash share-based compensation, $0.5 million in business development costs, $0.3 million in travel costs, $0.2 million in recruiting fees, and $0.1 million in occupancy costs. On a sequential basis, selling, general and administrative expenses decreased by $5.8 million, from $31.7 million for the first quarter, due primarily to decreased employee compensation expenses, primarily variable compensation, and severance consisting of termination and benefit costs for key management personnel.

In Canada, expenses decreased by $2.3 million, or 14.6%, to $13.2 million for the three months ended September 30, 2024, from $15.5 million for the three months ended September 30, 2023, due primarily to decreases of $1.1 million in employee compensation costs, $0.3 million in non-cash share-based compensation, $0.3 million in professional fees, and $0.2 million in business development costs.

U.S. expenses decreased by $2.0 million, or 14.7%, to $11.2 million for the three months ended September 30, 2024, from $13.2 million for the three months ended September 30, 2023, due primarily to decreases of $0.7 million in employee compensation costs, $0.3 million in non-cash share-based compensation, $0.2 million in professional fees, $0.2 million in travel costs, and $0.2 million in business development costs. The decreased expenses include an unfavorable US$ exchange rate impact of $0.2 million.

International expenses increased by $0.1 million, or 9.7%, to $1.4 million for the three months ended September 30, 2024, from $1.3 million for the three months ended September 30, 2023, due primarily to an increase of $0.2 million in employee compensation costs, partially offset by a decrease of $0.1 million in non-cash shared-based compensation.

Selling, general and administrative expenses totaled $57.5 million for the six months ended September 30, 2024, representing a decrease of $4.9 million, or 7.9%, from $62.4 million for the six months ended September 30, 2023. Selling, general and administrative expenses as a percentage of revenues amounted to 24.8% for the six months ended September 30, 2024, compared to 25.0% for the same period last year. The decrease in selling, general and administrative expenses was driven mainly by decreases of $1.4 million in impairment of property and equipment and right-of-use assets, stemming from impairment

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		16

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, $0.9 million in non-cash share-based compensation, $0.6 million in occupancy costs, $0.5 million in employee compensation costs despite $1.5 million of severance consisting of termination and benefit costs for key management personnel in the first quarter, $0.5 million in business development costs, $0.3 million in travel costs, $0.3 million in IT projects and support costs, $0.2 million in professional fees, and $0.2 million in recruiting fees.

Expenses in Canada decreased by $4.2 million, or 12.5%, to $29.8 million for the six months ended September 30, 2024, from $34.0 million for the six months ended September 30, 2023, due primarily to decreases of $1.4 million in impairment of property and equipment and right-of-use assets, as discussed above, $0.8 million in non-cash share-based compensation, $0.6 million in employee compensation costs despite severance consisting of termination and benefit costs for key management personnel in the first quarter, $0.5 million in occupancy costs, $0.3 million in information technology and communications costs, $0.3 million in business development costs, and $0.2 million in recruiting fees.

US expenses decreased by $0.9 million, or 3.6%, to $25.0 million for the six months ended September 30, 2024, from $25.9 million for the six months ended September 30, 2023, due primarily to decreases of $0.2 million in non-cash share-based compensation, $0.2 million in employee compensation costs despite severance consisting of termination and benefit costs for key management personnel in the first quarter, $0.2 million in business development costs, $0.2 million in travel costs, $0.1 million in professional fees, and $0.1 million in occupancy costs. The decreased expenses were partially offset by an unfavorable US$ exchange rate impact of $0.4 million.

International expenses increased by $0.3 million, or 10.6%, to $2.8 million for the six months ended September 30, 2024, from $2.5 million for the six months ended September 30, 2023, mainly due to an increase of $0.3 million in employee compensation costs.

7.3.2Share-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 September 30,		For the six months ended <br>September 30,
(in $ thousands)	2024	2023	2024	2023
	$	$	$	$
Stock options	19	151	69	336
Share purchase plan – employer contribution	343	350	687	707
Share-based compensation granted on business acquisitions	163	402	573	1,287
DSUs	182	135	364	319
RSUs	253	111	560	126
PSUs	79	446	471	898
	1,039	1,595	2,724	3,673		Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
---	---
For the three and six months ended September 30, 2024		17

Share-based compensation amounted to $1.0 million for the three months ended September 30, 2024, representing a decrease of $0.6 million, from $1.6 million for the three months ended September 30, 2023. 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 a performance vesting condition, decreased expenses related to share-based compensation granted on business acquisitions, and reversals of share-based compensation expense for forfeited equity instruments, partially offset by increased expenses related to RSUs.

Share-based compensation amounted to $2.7 million for the six months ended September 30, 2024, representing a decrease of $1.0 million, from $3.7 million for the six months ended September 30, 2023. The decrease in share-based compensation was driven primarily by decreased expenses related to share-based compensation granted on business acquisitions, reversals of share-based compensation expense for forfeited equity instruments, and decreased PSU expenses resulting from a recovery of expenses following management's review of assumptions related to the achievement of a performance vesting condition, partially offset by increased expenses related to RSUs.

7.3.3Business Acquisition, Integration and Reorganization Costs

Business acquisition, integration and reorganization costs amounted to $0.5 million for the three months ended September 30, 2024, representing a decrease of $2.2 million, from $2.7 million for the three months ended September 30, 2023, driven primarily by a $1.4 million decrease in reorganization costs, mainly related to severance payments from workforce reductions in response to the economic environment during the same period last year, a $0.4 million decrease in integration costs, mainly due to retention compensation related to a previous business acquisition in the same period last year, and a $0.3 million decrease in acquisition costs.

Business acquisition, integration and reorganization costs amounted to $1.3 million for the six months ended September 30, 2024, representing a decrease of $2.5 million, from $3.8 million for the six months ended September 30, 2023, driven primarily by decreases of $1.0 million in integration costs, due to retention compensation related to a previous business acquisition and lease termination costs for vacated premises in the previous year, $1.0 million in reorganization costs related to severance payments from workforce reductions in response to the economic environment in the first six months of last year, $0.3 million in acquisition costs, and $0.2 million in employee compensation on business acquisition.

7.3.4    Depreciation

Depreciation totaled $1.1 million for the three months ended September 30, 2024, compared to $1.5 million for the three months ended September 30, 2023. These costs consisted primarily of depreciation of Alithya’s property and equipment, which decreased by $0.4 million, and right-of-use assets.

Depreciation totaled $2.2 million for the six months ended September 30, 2024, compared to $3.2 million for the six months ended September 30, 2023. These costs consisted primarily of depreciation of Alithya’s property and equipment, which decreased by $0.9 million, and right-of-use assets, which decreased by $0.1 million.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		18

7.3.5Amortization of Intangibles

Amortization of intangibles totaled $4.6 million for the three months ended September 30, 2024, compared to $6.2 million for the three months ended September 30, 2023. These costs consisted primarily of amortization of customer relationships recognized on acquisitions, which decreased by $1.4 million, as certain intangibles were fully amortized, compared to the same quarter last year.

Amortization of intangibles totaled $9.3 million for the six months ended September 30, 2024, compared to $13.0 million for the six months ended September 30, 2023. These costs consisted primarily of amortization of customer relationships recognized on acquisitions, which decreased by $3.6 million, and amortization of software, which decreased by $0.1 million.

7.3.6Foreign Exchange Loss (Gain)

Foreign exchange loss amounted to $0.3 million for the three months ended September 30, 2024, compared to $0.1 million for the three months ended September 30, 2023.

Foreign exchange loss amounted to $0.2 million for the six months ended September 30, 2024, compared to a gain of $0.02 million for the six months ended September 30, 2023.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		19

7.4Other Income and Expenses

7.4.1Net Financial Expenses

Net financial expenses are summarized in the table below:

	For the three months ended September 30,		For the six months ended <br>September 30,
(in $ thousands)	2024	2023	2024	2023
	$	$	$	$
Interest on long-term debt	1,315	2,741	3,452	5,762
Interest on lease liabilities	113	186	237	375
Amortization of finance costs	55	99	132	197
Interest accretion on balance of purchase price payable	44	84	132	211
Financing fees	75	40	183	92
Interest income	(100)	(77)	(262)	(344)
	1,502	3,073	3,874	6,293

Net financial expenses amounted to $1.5 million for the three months ended September 30, 2024, representing a decrease of $1.6 million, or 51.1%, from $3.1 million for the three months ended September 30, 2023, driven mainly by decreased interest-bearing debt, which accounted for the decrease in interest on long-term debt, including an adjustment related to a prior period, and decreased interest on lease liabilities.

Net financial expenses amounted to $3.9 million for the six months ended September 30, 2024, representing a decrease of $2.4 million, or 38.4%, from $6.3 million for the six months ended September 30, 2023, driven mainly by decreased interest-bearing debt and an adjustment related to a prior period, which accounted for the decrease in interest on long-term debt, and decreases in interest accretion on balances of purchase payable and interest on lease liabilities, partially offset by increased financing fees and decreased interest income, earned primarily in the first quarter of last year on a special one-time commercial agreement.

7.4.2Income Taxes

Income tax expense amounted to $0.5 million for the three months ended September 30, 2024 and 2023, due primarily to an increase in current income tax expense, partially offset by a decrease in deferred tax expense, compared to the same quarter last year, as a result of increased taxable income in certain jurisdictions. Certain entities of the Group, with a history of losses, do not recognize deferred tax assets related to their loss in the period.

Income tax expense amounted to $1.2 million for the six months ended September 30, 2024, representing an increase of $0.5 million, from $0.7 million for the six months ended September 30, 2023, due primarily to 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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		20

7.5Net Loss and Loss per Share

Net loss for the three months ended September 30, 2024 was $0.3 million, representing a decrease of $8.9 million, from $9.2 million for the three months ended September 30, 2023. The decreased net loss was driven by decreased selling, general and administrative expenses, decreased business acquisition, integration and reorganization costs, decreased amortization of intangibles and depreciation of property and equipment, decreased net financial expenses, and decreased income tax expense, partially offset by decreased gross margin caused by lower revenues for the three months ended September 30, 2024, compared to the three months ended September 30, 2023. On a per share basis, this translated into a basic and diluted net loss per share of $0.00 for the three months ended September 30, 2024, compared to a basic and diluted net loss of $0.10 per share for the three months ended September 30, 2023.

Net loss for the six months ended September 30, 2024 was $3.0 million, representing a decrease of $13.4 million, from $16.4 million, for the six months ended September 30, 2023. The decreased net loss was driven by decreased selling, general and administrative expenses, including a $1.4 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, decreased amortization of intangibles and depreciation of property and equipment, and decreased net financial expenses, partially offset by an increase in income tax expense and a decrease in gross margin caused by lower revenues for the six months ended September 30, 2024, compared to the six months ended September 30, 2023. On a per share basis, this translated into a basic and diluted net loss per share of $0.03 for the six months ended September 30, 2024, compared to a basic and diluted net loss of $0.17 per share for the six months ended September 30, 2023.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		21

7.6Adjusted Net Earnings and Adjusted Net Earnings per Share

The following table reconciles net loss to Adjusted Net Earnings:

	For the three months ended September 30,		For the six months ended <br>September 30,
(in $ thousands)	2024	2023	2024	2023
		$	$	$
Net loss	(270)	(9,176)	(3,032)	(16,421)
Business acquisition, integration and reorganization costs	549	2,663	1,332	3,768
Amortization of intangibles	4,635	6,177	9,279	13,001
Share-based compensation	1,039	1,595	2,724	3,673
Impairment of property and equipment and right-of-use assets and loss on lease termination	—	—	—	1,383
Severance	—	—	1,502	—
Effect of income tax related to above items	(693)	(1,001)	(1,599)	(2,154)
Adjusted Net Earnings (1)(2)	5,260	258	10,206	3,250
Basic and diluted loss per share	(0.00	)	(0.10)	(0.03)	(0.17)
Adjusted Net Earnings per Share (1)(2)	0.05	0.00	0.11	0.03

All values are in US Dollars. 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 three and six months ended September 30, 2023 reflect adjustments for certain changes to the calculations and assumptions.

Adjusted Net Earnings amounted to $5.3 million for the three months ended September 30, 2024, representing an increase of $5.0 million from $0.3 million for the three months ended September 30, 2023, due primarily to decreased selling, general and administrative expenses, decreased depreciation of property and equipment and right-of-use assets, and decreased net financial expenses, partially offset by decreased gross margin caused by lower revenues and increased income tax expense. This translated into Adjusted Net Earnings per Share of $0.05 for the three months ended September 30, 2024, compared to $0.00 for the three months ended September 30, 2023.

Adjusted Net Earnings amounted to $10.2 million for the six months ended September 30, 2024, representing an increase of $6.9 million, or 214.0%, from $3.3 million for the six months ended September 30, 2023. As explained above, decreased selling, general and administrative expenses, decreased depreciation of property and equipment and right-of-use assets, decreased net financial expenses were partially offset by decreased gross margin caused by lower revenues and increased income tax expense. This translated into Adjusted Net Earnings per Share of $0.11 for the six months ended September 30, 2024, compared to $0.03 for the six months ended September 30, 2023.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		22

7.7Segment Reporting

Operating income by segment refers to operating income before head office general and administrative expenses and business acquisition, integration and reorganization costs, which are not considered when assessing the underlying financial performance of the reportable segments. Head office general and administrative expenses are expenses and salaries related to centralized functions, such as global finance, legal, human resources and technology teams, which are not allocated to segments. This measure also excludes the effects of depreciation, amortization and foreign exchange loss (gain).

The following tables present the Company's operations based on reportable segments:

	For the three months ended September 30, 2024
(in $ thousands)	Canada	U.S.	International	Total
	$	$	$	$
Revenues	59,642	46,808	5,064	111,514
Operating income by segment	8,690	7,536	514	16,740
Head office general and administrative expenses				8,481
Business acquisition, integration and reorganization costs				549
Foreign exchange loss (gain)				259
Operating income before depreciation and amortization				7,451
Depreciation and amortization				5,737
Operating income				1,714			For the three months ended September 30, 2023
---	---	---	---	---
(in $ thousands)	Canada	U.S.	International	Total
	$	$	$	$
Revenues	67,959	45,745	4,788	118,492
Operating income by segment	8,071	5,664	262	13,997
Head office general and administrative expenses				9,136
Business acquisition, integration and reorganization costs				2,663
Foreign exchange loss (gain)				112
Operating income before depreciation and amortization				2,086
Depreciation and amortization				7,675
Operating loss				(5,589)		Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
---	---
For the three and six months ended September 30, 2024		23
	For the six months ended September 30, 2024
---	---	---	---	---
	Canada	U.S.	International	Total
	$	$	$	$
Revenues	124,777	97,516	10,096	232,389
Operating income by segment	18,567	16,375	636	35,578
Head office general and administrative expenses				20,448
Business acquisition, integration and reorganization costs				1,332
Foreign exchange loss (gain)				242
Operating income before depreciation and amortization				13,556
Depreciation and amortization				11,476
Operating income				2,080			For the six months ended September 30, 2023
---	---	---	---	---
	Canada	U.S.	International	Total
	$	$	$	$
Revenues	144,946	94,989	10,152	250,087
Operating income by segment	16,041	14,104	974	31,119
Head office general and administrative expenses				20,664
Business acquisition, integration and reorganization costs				3,768
Foreign exchange loss (gain)				(16)
Operating income before depreciation and amortization				6,703
Depreciation and amortization				16,167
Operating income				(9,464)

For a discussion of revenue variances by segment, refer to section 7.1 titled “Revenues”.

Operating income by segment in Canada increased by $0.6 million, or 7.7%, to $8.7 million for the three months ended September 30, 2024, from $8.1 million for the three months ended September 30, 2023, due to decreased selling, general and administrative expenses related to operations, partially offset by decreased gross margin caused by lower revenues.

Operating income by segment in the U.S. increased by $1.8 million, or 33.1%, to $7.5 million for the three months ended September 30, 2024, from $5.7 million for the three months ended September 30, 2023, due to increased revenues and gross margin and decreased selling, general and administrative expenses related to operations.

Operating income for the international segment increased by $0.2 million, or 96.2%, to $0.5 million for the three months ended September 30, 2024, from $0.3 million for the three months ended September 30, 2023, due to increased gross margin.

Operating income by segment in Canada increased by $2.6 million, or 15.7%, to $18.6 million for the six months ended September 30, 2024, from $16.0 million for the six months ended September 30, 2023, due to decreased

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		24

selling, general and administrative expenses related to operations, partially offset by decreased gross margin caused primarily by lower revenues.

Operating income by segment in the U.S. increased by $2.3 million, or 16.1%, to $16.4 million for the six months ended September 30, 2024, from $14.1 million for the six months ended September 30, 2023, due to increased revenues and gross margin and decreased selling, general and administrative expenses related to operations.

Operating income for the international segment decreased by $0.4 million, or 34.7%, to $0.6 million for the six months ended September 30, 2024, from $1.0 million for the six months ended September 30, 2023, due to decreased gross margin and increased selling, general and administrative expenses related to operations.

7.8EBITDA and Adjusted EBITDA

The following table reconciles net loss to EBITDA and Adjusted EBITDA:

	For the three months ended September 30,			For the six months ended September 30,
(in $ thousands)	2024	2023	2024	2023
Revenues	111,514	118,492	232,389	250,087
Net loss	(270)	(9,176)	(3,032)	(16,421)
Net financial expenses	1,502	3,073	3,874	6,293
Income tax expense	482	514	1,238	664
Depreciation	1,102	1,498	2,197	3,166
Amortization of intangibles	4,635	6,177	9,279	13,001
EBITDA (1)	7,451	2,086	13,556	6,703
EBITDA Margin (1)	6.7	%	1.8	%	5.8	%	2.7	%
Adjusted for:
Foreign exchange loss (gain)	259	112	242	(16)
Share-based compensation	1,039	1,595	2,724	3,673
Business acquisition, integration and reorganization costs	549	2,663	1,332	3,768
Impairment of property and equipment and right-of-use assets and loss on lease termination	—	—	—	1,383
Severance	—	—	1,502	—
Adjusted EBITDA (1)	9,298	6,456	19,356	15,511
Adjusted EBITDA Margin (1)	8.3	%	5.4	%	8.3	%	6.2	%

All values are in US Dollars.

1 Non-IFRS measure. See section 5 titled “Non-IFRS and Other Financial Measures” for an explanation of the composition and usefulness of this non-IFRS financial measure.

EBITDA amounted to $7.5 million for the three months ended September 30, 2024, representing an increase of $5.4 million, or 257.2%, from $2.1 million for the three months ended September 30, 2023. EBITDA Margin was equal to 6.7% for the three months ended September 30, 2024, compared to 1.8% for the three months ended September 30, 2023.

Adjusted EBITDA amounted to $9.3 million for the three months ended September 30, 2024, representing an increase of $2.8 million, or 44.0%, from $6.5 million for the three months ended September 30, 2023. As explained above, decreased selling, general and administrative expenses was partially offset by decreased

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		25

gross margin caused by lower revenues. Adjusted EBITDA Margin was 8.3% for the three months ended September 30, 2024, compared to 5.4% for the three months ended September 30, 2023.

EBITDA amounted to $13.6 million for the six months ended September 30, 2024, representing an increase of $6.9 million, or 102.2%, from $6.7 million for the six months ended September 30, 2023. EBITDA Margin was 5.8% for the six months ended September 30, 2024, compared to 2.7% for the six months ended September 30, 2023.

Adjusted EBITDA amounted to $19.4 million for the six months ended September 30, 2024, representing an increase of $3.9 million, or 24.8%, from $15.5 million for the six months ended September 30, 2023. As explained above, decreased selling, general and administrative expenses was partially offset by decreased gross margin caused by lower revenues. Adjusted EBITDA Margin was 8.3% for the six months ended September 30, 2024, compared to 6.2% for the six months ended September 30, 2023.

8. Bookings and Backlog

Bookings during the three months ended September 30, 2024 were $84.0 million, which translated into a Book-to-Bill Ratio of 0.75 for the quarter. The Book-to-Bill Ratio would be 0.85 if revenues from the two long-term contracts signed as part of an acquisition in the first quarter of fiscal year 2022 were excluded.

For the six months ended September 30, 2024, Bookings were $182.2 million, which translated into a Book-to-Bill ratio of 0.78. The Book-to-Bill Ratio would be 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.

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 September 30, 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 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 of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		26

9. Liquidity and Capital Resources

9.1Consolidated 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 and six months ended September 30, 2024 and 2023:

	For the three months ended September 30,		For the six months ended <br>September 30,
(in $ thousands)	2024	2023	2024	2023
	$	$	$	$
Net cash from (used in) operating activities	2,982	(17,280)	19,678	(9,683)
Net cash used in investing activities	(433)	(71)	(672)	(307)
Net cash used in financing activities	(966)	(1,889)	(15,508)	(4,406)
Effect of exchange rate changes on cash	14	187	72	(101)
Net change in cash	1,597	(19,053)	3,570	(14,497)
Cash, beginning of period	10,832	27,139	8,859	22,583
Cash, end of period	12,429	8,086	12,429	8,086

9.2Cash Flows - Operating Activities

For the three months ended September 30, 2024, net cash from operating activities was $3.0 million, representing an increase of $20.3 million, or 117.3%, from net cash used in operating activities of $17.3 million for the three months ended September 30, 2023. The cash flows for the three months ended September 30, 2024 resulted primarily from the net loss of $0.3 million, plus $8.2 million of adjustments to the net loss, consisting primarily of non-cash items such as depreciation and amortization, share-based compensation, and deferred taxes, and of net financial expenses, partially offset by unrealized foreign exchange gain, and by $5.0 million in unfavorable changes in non-cash working capital items. In comparison, the cash flows for the three months ended September 30, 2023 resulted primarily from the net loss of $9.2 million, plus $12.8 million of adjustments to the net loss, consisting primarily of non-cash items such as depreciation and amortization, share-based compensation, deferred taxes, and unrealized foreign exchange loss, and of net financial expenses, partially offset by $20.9 million in unfavorable changes in non-cash working capital items.

Unfavorable changes in non-cash working capital items of $5.0 million during the three months ended September 30, 2024 consisted primarily of a $8.6 million increase in accounts receivable and other receivables, a $1.9 million increase in tax credits receivable, and a $3.9 million decrease in accounts payable and accrued liabilities, partially offset by a $7.6 million decrease in unbilled revenues, $0.9 million decrease in prepaids, and a $0.8 million decrease in other assets, and a $0.1 million increase in deferred revenues. For the three months ended September 30, 2023, unfavorable changes in non-cash working capital items of $20.9 million consisted primarily of a $12.2 million decrease in accounts payable and accrued liabilities, $6.2 million increase in accounts receivable and other receivables, a $3.1 million increase in unbilled revenues, a $1.0 million increase

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		27

in tax credits receivable, and a $0.6 million increase in other assets, partially offset by a $1.5 million decrease in prepaids and a $0.6 million increase in deferred revenues.

For the six months ended September 30, 2024, net cash from operating activities was $19.7 million, representing an increase of $29.4 million, or 303.2%, from net cash used in operating activities of $9.7 million for the six months ended September 30, 2023. The cash flows for the six months ended September 30, 2024 resulted primarily from the net loss of $3.0 million, plus $18.3 million of adjustments to the net loss, consisting primarily of non-cash items such as depreciation and amortization, share-based compensation, and deferred taxes, and of net financial expenses, and $4.4 million in favorable changes in non-cash working capital items. In comparison, the cash flows for the six months ended September 30, 2023 resulted primarily from the net loss of $16.4 million, plus $26.9 million of adjustments to the net loss, consisting primarily of non-cash items such as depreciation and amortization, share-based compensation, impairment of property and equipment and right-of-use assets, deferred taxes, and unrealized foreign exchange loss, and of net financial expenses, partially offset by the cash settlement of RSUs, and by $20.2 million in unfavorable changes in non-cash working capital items.

Favorable changes in non-cash working capital items of $4.4 million during the six months ended September 30, 2024 consisted primarily of a $6.5 million decrease in accounts receivable and other receivables, a $5.9 million decrease in tax credits receivable, a $0.8 million decrease in other assets, and a $0.1 million decrease in unbilled revenues, partially offset by a $7.6 million decrease in accounts payable and accrued liabilities, and a $1.4 million decrease in deferred revenues. For the six months ended September 30, 2023, unfavorable changes in non-cash working capital items of $20.2 million during the six months ended September 30, 2023 consisted primarily of a $17.8 million decrease in accounts payable and accrued liabilities, a $3.4 million increase in tax credits receivable, a $0.7 million decrease in deferred revenues, and a $0.5 million increase in other assets, partially offset by a $1.1 million decrease in unbilled revenues, $0.5 million decrease in accounts receivable and other receivables, and $0.5 million decrease in prepaids.

9.3Cash Flows - Investing Activities

For the three months ended September 30, 2024, net cash used in investing activities was $0.4 million, representing an increase of 0.3 million, from 0.1 million for the three months ended September 30, 2023. The cash used in the three months ended September 30, 2024 and 2023 resulted primarily from purchases of property and equipment as part of the ordinary course of business.

For the six months ended September 30, 2024, net cash used in investing activities was $0.7 million, representing an increase of $0.4 million, from $0.3 million for the six months ended September 30, 2023. The cash used in the six months ended September 30, 2024 and 2023 resulted from purchases of property and equipment and intangibles as part of the ordinary course of business.

9.4     Cash Flows - Financing Activities

For the three months ended September 30, 2024, net cash used in financing activities was $1.0 million, representing a decrease of $0.9 million, from $1.9 million for the three months ended September 30, 2023. The cash flows for the three months ended September 30, 2024 resulted primarily from $30.2 million in long-term debt repayments, $1.4 million in financial expenses paid, $1.2 million in repayments of lease liabilities, $0.2 million in shares purchased for cancellation, partially offset by $32.0 million in proceeds from long-term debt, net of related transaction costs, as described in section 9.6. In comparison, the cash flows for the three

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		28

months ended September 30, 2023 resulted primarily from $37.4 million in long-term debt repayments, $2.9 million in net financial expenses paid, $1.0 million in repayments of lease liabilities, and $0.2 million in shares purchased for cancellation, partially offset by $39.6 million in proceeds from long-term debt, net of related transaction costs.

For the six months ended September 30, 2024, net cash used in financing activities was $15.5 million, representing an increase of $11.1 million, from $4.4 million for the six months ended September 30, 2023. The cash flows for the six months ended September 30, 2024 resulted primarily from $75.0 million in long-term debt repayments, $3.6 million in financial expenses paid, $2.7 million in repayments of lease liabilities, $0.4 million in shares purchased for cancellation, and $0.1 million in Subordinate Voting Shares purchased on the open market by the Share Unit Plan's ("SUP") administrative agent in connection with the settlement of RSUs, partially offset by $66.3 million in proceeds from long-term debt, net of related transaction costs, as described in section 9.6. In comparison, the cash flows for the six months ended September 30, 2023 resulted primarily from $70.4 million in proceeds from long-term debt, net of transaction costs, partially offset by $66.6 million in long-term debt repayments, $5.9 million in net financial expenses paid, $2.0 million in repayments of lease liabilities, and $0.3 million in shares purchased for cancellation.

9.5Capital Resources

Alithya’s capital consists of cash, long-term debt, and total equity. Alithya’s main objectives when managing capital are to provide a strong capital base in order to maintain shareholders’, creditors’, and other stakeholders’ confidence and to sustain future growth and development of the business, to maintain a flexible capital structure that optimizes the cost of capital at an acceptable risk level and preserves the ability to meet its financial obligations, to ensure sufficient liquidity to pursue its organic growth strategy and undertake selective acquisitions, and to provide returns on investment to shareholders.

In managing its capital structure, Alithya monitors performance throughout the year to ensure anticipated working capital requirements and maintenance capital expenditures are funded from operations, available cash and, where applicable, borrowings.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		29

9.6    Long-Term Debt and Net Debt

The following table summarizes the Company’s long-term debt:

As at	September 30,	March 31,
(in $ thousands)	2024	2024
	$	$
Senior secured revolving credit facility (the "Credit Facility") (a)	85,183	81,073
Secured loans	—	8,537
Subordinated unsecured loans (b)	20,000	20,000
Balance of purchase price payable with a nominal value of $4,210,000 (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 $4,210,000 (US$3,115,000), maturing on July 1, 2025	4,078	8,172
Unamortized transaction costs (net of accumulated amortization of $293,000 and $215,000)	(290)	(400)
	108,971	117,382
Current portion of long-term debt	4,078	12,687
	104,893	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 threshold limits for 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, 2026 and is renewable for additional one-year periods at the lender’s discretion, provided that the term of the Credit Facility never exceeds three years at a given time.

(b) The subordinated unsecured loans with Investissement Québec, in the amount of $20,000,000, mature on October 1, 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 threshold limits for 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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		30

(a)(b) The Company was in compliance with all of its financial covenants as at September 30, 2024 and March 31, 2024.

Total long-term debt as at September 30, 2024 decreased by $8.4 million, to $109.0 million, from $117.4 million as at March 31, 2024, due primarily to the repayments of $8.5 million in secured loans and $4.1 million of the balance of purchase price payable, offset by an increase of $4.1 million in amounts drawn under the Credit Facility.

As at September 30, 2024, cash amounted to $12.4 million and $85.2 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 at	September 30,	March 31,
(in $ thousands)	2024	2024
	$	$
Current portion of long-term debt	4,078	12,687
Non-current portion of long-term debt	104,893	104,695
Total long-term debt	108,971	117,382
Less:
Cash	12,429	8,859
Net Debt	96,542	108,523

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.

During the six months ended September 30, 2024, Alithya's Net Debt decreased primarily as a result of the decrease in long-term debt, as explained above, and an increase in cash.

9.7    Contractual Obligations

Alithya is committed under the terms of contractual obligations which have various expiration dates, primarily for the rental of premises and technology licenses and infrastructure. Please refer to section 10.7 of Alithya's MD&A for the year ended March 31, 2024 for an overview of such obligations as at such date. There have been no material changes with respect to contractual obligations since March 31, 2024 outside of Alithya’s ordinary course of business.

9.8Off-Balance Sheet Arrangements

Alithya uses off-balance sheet financing for operating commitments for technology licenses and infrastructure. Please refer to section 10.8 of Alithya's MD&A for the year ended March 31, 2024 and Note 15 of the annual audited consolidated financial statements for the same period for an overview of such arrangements as at such date. There have been no material changes with respect to off-balance sheet arrangements since March 31, 2024 outside of Alithya’s ordinary course of business.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		31

10. 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 4 of Alithya's interim condensed consolidated financial statements.

10.1Normal 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.

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.

10.2Other

During the six months ended September 30, 2024, the Company committed to the issuance of RSUs under the SUP and PSUs under the Long Term Incentive Plan to certain eligible employees as part of their long-term incentives for the fiscal year ending March 31, 2025. The terms and conditions of the awards were not finalized as at September 30, 2024.The estimated total fair values are based on a percentage of the eligible employees’ annual base salary and represent $2,501,000 for RSUs and $2,291,000 for PSUs. The RSUs and PSUs will vest in the first quarter of the year ending March 31, 2028 and the related expense is recognized over the vesting period.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		32

11. Eight Quarter Summary

	For the three months ended
(in $ thousands, except for per share data)	Dec 31,		Mar 31,		Jun 30,		Sep 30,		Dec 31,		Mar 31,		Jun 30,		Sep 30,
	2022		2023		2023		2023		2023		2024		2024		2024
Revenues	130,780		136,224		131,595		118,492		120,498		120,540		120,875		111,514
Cost of revenues	91,562		95,492		93,502		83,701		82,819		81,793		82,345		77,386
Gross margin	39,218		40,732		38,093		34,791		37,679		38,747		38,530		34,128
	30.0	%	29.9	%	28.9	%	29.4	%	31.3	%	32.1	%	31.9	%	30.6	%
Operating expenses
Selling, general and administrative expenses	31,196		35,978		32,499		29,930		29,521		29,608		31,659		25,869
Business acquisition, integration and reorganization costs	1,290		12,166		1,105		2,663		1,030		(1,414)		783		549
Depreciation	1,634		1,721		1,668		1,498		1,444		1,303		1,095		1,102
Amortization of intangibles	7,397		8,693		6,824		6,177		5,299		4,795		4,644		4,635
Foreign exchange loss (gain)	163		96		(128)		112		(34)		152		(17)		259
	41,680		58,654		41,968		40,380		37,260		34,444		38,164		32,414
Operating (loss) income	(2,462)		(17,922)		(3,875)		(5,589)		419		4,303		366		1,714
Net financial expenses	2,664		2,577		3,220		3,073		3,302		2,262		2,372		1,502
(Loss) income before income taxes	(5,126)		(20,499)		(7,095)		(8,662)		(2,883)		2,041		(2,006)		212
Income tax expense (recovery)	379		(506)		150		514		(346)		(257)		756		482
Net (loss) earnings	(5,505)		(19,993)		(7,245)		(9,176)		(2,537)		2,298		(2,762)		(270)
Basic and diluted (loss) earnings per share	(0.06)		(0.21)		(0.08)		(0.10)		(0.03)		0.02		(0.03)		(0.00	)

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 utilization, 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 possible synergies, and in the recent quarters employee compensation expense, namely annual salary increases, variable compensation, and severance consisting of termination and benefit costs for key management personnel. The decrease trend was mainly as a result of 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 the current economic environment, incurred in recent quarters. 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 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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		33

12. Critical Accounting Estimates

The preparation of Alithya’s interim condensed consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the amounts reported as assets, liabilities, income and expenses in the interim condensed consolidated financial statements. Actual results could differ from those estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which they occur and in any future periods affected.

The Q2 Financial Statements have been prepared in accordance with the accounting policies adopted in the most recent annual audited consolidated financial statements for the year ended March 31, 2024. The accounting policies have been applied consistently by all entities of the Company.

13. Accounting Standard Amendments Effective for the Year Ending 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 of IAS 1 had no impact on the Company’s interim condensed consolidated financial statements.

14. New Accounting Standards and Interpretations Issued but Not Yet Effective

At the date of authorization of the interim condensed consolidated financial statements, certain new standards, amendments and interpretations, and improvements to existing standards have been published by the IASB but are not yet effective and have not been adopted early by the Company. Management anticipates that all the relevant pronouncements will be adopted in the first reporting period following the date of application.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		34

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

•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.

15. Risks and Uncertainties

Alithya is subject to a number of risks and uncertainties and is affected by a number of factors which could have a material adverse effect on Alithya's financial position, financial performance, cash flows, business or reputation. These risks should be considered when evaluating an investment in Alithya and may, among other things, cause a decline in the price of the Subordinate Voting Shares.

Such risks and uncertainties include, but are not limited to, those discussed in the section entitled “Risks and Uncertainties” of the Company's MD&A for the fiscal year ended March 31, 2024, all of which are hereby incorporated by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		35

16. Management’s Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting

Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate disclosure controls and procedures (“DC&P”) which are designed to provide reasonable assurance that the material information relating to the Company is made known to the Chief Executive Officer and Chief Financial Officer by others, particularly during the period in which annual and interim filings are prepared and that information required to be disclosed by the Company in its annual, interim filings or other reports filed or submitted by the Company under Canadian and U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under those laws and the related rules. The effectiveness of these DC&P, as defined under National Instrument 52-109 – Issuers’ annual and interim filings (“NI 52-109”) adopted by Canadian securities regulators and in Rule 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended, was evaluated under the supervision of and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer as at the end of the Company’s most recently completed financial year ended March 31, 2024. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s DC&P were not effective as of March 31, 2024 due to the material weakness in internal control over financial reporting described below.

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 Chief Financial Officer as at the end of the Company’s most recently completed financial year ended March 31, 2024 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 Chief Financial Officer concluded that the Company’s ICFR was not effective as of March 31, 2024 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. Notwithstanding the existence of a material weakness, management has concluded that the Company’s interim condensed consolidated financial statements for the three-month and six-month periods ended September 30, 2024 present fairly, in all material respects, the Company’s financial position, results of operations, changes in equity and cash flows in accordance with IFRS, and confirms that this material weakness did not result in (i) any material adjustments to the Company’s interim

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		36

condensed consolidated financial statements for the three-month and six-month periods ended September 30, 2024 and (ii) there were no changes to previously released financial results. However, as previously disclosed, because the material weakness creates a reasonable possibility that a material misstatement to our financial statements would not be prevented or detected on a timely basis, it was concluded that as of March 31, 2024, the Company’s ICFR was not effective.

Remediation Plan

Management, with the oversight of the Audit and Risk Management Committee, continues to implement remediation measures designed to ensure that the deficiencies in the Company’s ICFR that resulted in a material weakness are remediated. The remediation actions include providing additional training to control operators as well as improving documentary evidence protocols at the control execution level. Although management expects that the remediation of deficiencies in key controls related to its revenue processes which resulted in the occurrence of a material weakness will be completed during the year ending March 31, 2025, 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 quarter ended September 30, 2024, 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, 2024 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, 2024.

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 of Financial Condition and Results of Operations of Alithya
For the three and six months ended September 30, 2024		37

Document

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Paul Raymond, President and Chief Executive Officer of Alithya Group inc., certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Alithya Group inc. (the "issuer") for the interim period ended September 30, 2024.

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is that of the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013).

5.2ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)a description of the material weakness;

(b)the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 14, 2024

/s/ Paul Raymond

___________________________

Paul Raymond

President and Chief Executive Officer

2

Document

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Debbie Di Gregorio, Interim Chief Financial Officer of Alithya Group inc., certify the following:

1.Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Alithya Group inc. (the "issuer") for the interim period ended September 30, 2024.

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is that of the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013).

5.2ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)a description of the material weakness;

(b)the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c)the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3N/A

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 14, 2024

/s/ Debbie Di Gregorio

___________________________

Debbie Di Gregorio

Interim Chief Financial Officer

2