REGISTERED NUMBER: 12345545 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

FOR

AUTOMATION TOOLING SYSTEMS ENTERPRISES

ENGLAND LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Profit or Loss and Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Statement of Cash Flows

10

Notes to the Statement of Cash Flows

11

Notes to the Financial Statements

12

DIRECTORS:

S O Roberts

B P Alexander

SECRETARY:

Taylor Wessing Secretaries Limited

REGISTERED OFFICE:

5 New Street Square

London

United Kingdom

EC4A 3TW

REGISTERED NUMBER:

12345545 (England and Wales)

AUDITORS:

BSR Bespoke

Chartered Accountants

Registered Auditors

Linden House

Linden Close

Tunbridge Wells

Kent

TN4 8HH

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

The company operates as a holding company, the results for the period reflect the interest charged on intercompany loans with the minimal administrative costs to operate as such. It's major outgoings are in respect interest paid on intercompany loans. Current interest rates being the primary driver for both Revenue and Finance costs.

The company and its subsidiaries are subsidiaries of the ultimate parent ATS Corporation whose head office is in Ontario, Canada and who control the cash provision to the company.

The following KPIs are in line with group expectation:

2025

2025

2024

2024

£k

£k

Revenue

731

100%

721

100%

OM

(4,483

)

(613%

)

681

94%

SG&A

0

0%

0

0%

Finance cost

3,794

519%

3,349

464%

EBT

(8,277

)

(1,132%

)

(2,668

)

(370%

)

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk has been experienced during the reporting period due to the rise in interest rates around the world. This has been and will be mitigated by the ultimate parent company's finances.

ON BEHALF OF THE BOARD:

S O Roberts - Director

13 May 2026

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

DIRECTORS

S O Roberts and B P Alexander were appointed as directors after 31 March 2025 but prior to the date of this report.

R S Mcleod and J M Patten ceased to be directors after 31 March 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, BSR Bespoke, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S O Roberts - Director

13 May 2026

Opinion

We have audited the financial statements of Automation Tooling Systems Enterprises England Limited (the 'company') for the year ended 31 March 2025 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the client and determined that the most significant is the form and content of the financial statements, IFRS "UK-adopted international accounting standards" and the Companies Act 2006.

We assessed the susceptibility of the financial statements to material misstatement due to fraud, by making an

assessment of the key fraud risks, the manner in which any such risks may materialise, our knowledge of the client and an assessment of the current business environment.

We designed our audit procedures to identify non-compliance with such laws and regulations, including journals testing in order to test for indications of management bias. Where the risk was considered to be higher, we performed additional audit procedures to address each identified fraud risk to obtain reasonable assurance that the financial statements were free of fraud or error.

There are inherent limitations in the audit procedures described above, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment. The primary responsibility for the prevention and detection of fraud rests with management and those charged with governance.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen Pocock FCCA (Senior Statutory Auditor)

for and on behalf of BSR Bespoke

Chartered Accountants

Registered Auditors

Linden House

Linden Close

Tunbridge Wells

Kent

TN4 8HH

19 May 2026

CONTINUING OPERATIONS

Revenue

731,094

721,052

Administrative expenses

(38,676

)

(39,995

)

OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS

692,418

681,057

Exceptional items

(5,175,589

)

-

OPERATING (LOSS)/PROFIT

(4,483,171

)

681,057

Finance costs

4

(3,794,424

)

(3,348,564

)

LOSS BEFORE INCOME TAX

5

(8,277,595

)

(2,667,507

)

Income tax

6

-

-

LOSS FOR THE YEAR

(8,277,595

)

(2,667,507

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(8,277,595

)

(2,667,507

)

ASSETS

NON-CURRENT ASSETS

Investments

7

18,705,077

23,880,666

CURRENT ASSETS

Trade and other receivables

9

14,504,977

13,923,375

Cash and cash equivalents

10

11,648,164

8,519,446

26,153,141

22,442,821

TOTAL ASSETS

44,858,218

46,323,487

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

11

10,286,000

10,286,000

Retained earnings

12

(11,026,563

)

(2,748,968

)

TOTAL EQUITY

(740,563

)

7,537,032

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

13

45,598,781

38,786,455

TOTAL LIABILITIES

45,598,781

38,786,455

TOTAL EQUITY AND LIABILITIES

44,858,218

46,323,487

The financial statements were approved by the Board of Directors and authorised for issue on 13 May 2026 and were signed on its behalf by:

S O Roberts - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

10,286,000

(81,461

)

10,204,539

Changes in equity

Total comprehensive income

-

(2,667,507

)

(2,667,507

)

Balance at 31 March 2024

10,286,000

(2,748,968

)

7,537,032

Changes in equity

Total comprehensive income

-

(8,277,595

)

(8,277,595

)

Balance at 31 March 2025

10,286,000

(11,026,563

)

(740,563

)

Cash flows from operating activities

Cash generated from operations

1

(2,651

)

(9,473

)

Net cash from operating activities

(2,651

)

(9,473

)

Cash flows from investing activities

Increase in amounts owed by group

(611,722

)

(603,976

)

Interest received

731,094

721,052

Net cash from investing activities

119,372

117,076

Cash flows from financing activities

Increase in amounts owed to group

6,806,421

5,757,008

Interest paid

(3,794,424

)

(3,348,564

)

Net cash from financing activities

3,011,997

2,408,444

Increase in cash and cash equivalents

3,128,718

2,516,047

Cash and cash equivalents at beginning of year

2

8,519,446

6,003,399

Cash and cash equivalents at end of year

2

11,648,164

8,519,446

1.	RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

31.3.25

31.3.24

£

£

Loss before income tax

(8,277,595

)

(2,667,507

)

Finance income

(731,094

)

(721,052

)

Impairment of investments

5,175,589

-

Finance costs

3,794,424

3,348,564

(38,676

)

(39,995

)

Decrease in trade and other receivables

30,120

27,798

Increase in trade and other payables

5,905

2,724

Cash generated from operations

(2,651

)

(9,473

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

11,648,164

8,519,446

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

8,519,446

6,003,399

1.	STATUTORY INFORMATION

Automation Tooling Systems Enterprises England Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The financial statements have been rounded to the nearest Pound.

2.	ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources, including group support, to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Preparation of consolidated financial statements

The financial statements contain information about Automation Tooling Systems Enterprises England Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, ATS Corporation, 730 Fountain Street North, Cambridge, Ontario, Canada.

The company is also exempt from preparing consolidated financial statements under IFRS 10.4(a).

Critical accounting judgements and key sources of estimation uncertainty

In the process of applying its accounting policies set out in note 2, the company is required to make certain estimates, judgements and assumptions that it believes are reasonable based on the information available. These judgements, estimates and assumptions affect the carrying amounts of assets and liabilities at the date of the financial statements and the amounts of revenues and expenses recognised during the reporting periods presented. Changes to these estimates, judgements and assumptions could have a material effect on the financial statements.

On an ongoing basis, the company evaluates its estimates using historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results may differ significantly from the estimates, the effect of which is recognised in the period in which the facts that give rise to the revision become known.

Revenue recognition

Interest receivable accrues daily and is recognised at the end of the month to which it relates.

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement of Financial Position.

Financial instruments

Financial assets

All of the company's financial assets are classified as cash at bank and intercompany receivables. These comprise non-derivative financial assets that are not quoted in an active market. They are initially recognised at fair value plus transaction costs and are subsequently carried at amortised cost using the effective interest rate method, less provision for expected credit losses (ECLs).

ECL is the product of the probability of default (PD), exposure at default (EAD) and loss given default (LGD), discounted at the original EIR. The assessment of credit risk and the estimation of ECL are required to be unbiased, probability-weighted and should incorporate all available information relevant to the assessment, including information about past events, current conditions and reasonable and supportable forecasts of economic conditions at the reporting date.

Financial liabilities

All of the company's financial liabilities are classified as other financial liabilities not measured at fair value through profit and loss and comprise:

Loans and borrowings - these are initially recognised at fair value net of any transaction costs and are subsequently measured at amortised cost using the effective interest rate method, which ensures that the interest expense over the repayment is at a constant rate on the balance of the liability carried in the statement of financial position.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Deferred tax is measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on the tax rates that have been enacted or substantially enacted by the end of the reporting period.

Investments in subsidiaries

Subsidiaries are entities controlled by the company. Control exists when the company is exposed, or has rights, to variable returns from its involvement with the subsidiary entity and has the ability to affect those returns through its power over the subsidiary entity. Investments in subsidiary undertakings are recognised at cost as permitted by IAS 27.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2025 nor for the year ended 31 March 2024.

The average number of employees during the year was as follows:

31.3.25

31.3.24

Directors

2

2

31.3.25

31.3.24

£

£

Directors' remuneration

-

-

4.	NET FINANCE COSTS

31.3.25

31.3.24

£

£

Finance income:

Interest income

731,094

721,052

Finance costs:

Loan interest

3,794,424

3,348,564

Net finance costs

(3,063,330

)

(2,627,484

)

5.	LOSS BEFORE INCOME TAX

Auditors' remuneration for the period is £9,000 (2024: £10,000).

6.	INCOME TAX

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the year ended 31 March 2024.

Factors affecting the tax expense

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.3.25

31.3.24

£

£

Loss before income tax

(8,277,595

)

(2,667,507

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(2,069,399

)

(666,877

)

Effects of:

Transfer pricing compensating adjustment

369,839

330,184

Losses relieved to group companies

11,345

81,357

Expenses not deductible for tax purposes

1,301,047

7,017

Losses carried forward with no deferred tax asset

387,168

248,319

Tax expense

-

-

The increase in the main rate of corporation tax to 25% was substantively enacted in October 2022, effective from 1 April 2023.

7.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2024

23,880,666

Impairments

(5,175,589

)

At 31 March 2025

18,705,077

NET BOOK VALUE

At 31 March 2025

18,705,077

At 31 March 2024

23,880,666

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Marco Limited

Registered office: Block 3, The Industrial Estate, Enterprise Way, Edenbridge, Kent. TN8 6HF.

Nature of business: Innovative factory productivity systems

%

Class of shares:

holding

Ordinary A, C & E

100.00

ATS Automation England Holdings 1 Limited

Registered office: 5 New Street Square, London, United Kingdom, EC4A 3TW

Nature of business: Property holding company

%

Class of shares:

holding

Ordinary

100.00

Automation Tooling Systems Enterprises England Limited holds 100% of the voting rights in both subsidiaries.

These financial statements are the separate, unconsolidated financial statements of Automation Tooling Systems Enterprises England Limited. The exemption from consolidation has been used as per IFRS 10.4(a).

ATS Corporation (incorporated in Canada) is regarded by the directors as being the company's ultimate parent company and prepares consolidated accounts that are compliant with IFRS. The consolidated accounts are publicly available at www.sedar.com.

Investments are accounted for at cost less impairment and their book value is not considered significantly different to their market values.

8.	FINANCIAL ASSETS AND LIABILITIES

31.3.25

31.3.24

£

£

Financial Assets

Debt instruments measured at amortised cost

14,484,148

13,872,426

Financial Assets

Measured at fair value through profit or loss

-

-

Financial Assets

Measured at fair value through other comprehensive income

-

-

Financial Liabilities

Measured at amortised cost

45,583,426

38,777,005

Financial Liabilities

Measured at fair value through profit or loss

-

-

Debt instruments measured at amortised cost include receivables from related parties.

Financial liabilities measured at amortised cost include loans due to related parties.

The terms of the debt instruments and financial liabilities can be found in note 14.

9.	TRADE AND OTHER RECEIVABLES

31.3.25

31.3.24

£

£

Current:

Amounts owed by group undertakings

14,484,148

13,872,426

VAT

-

1,520

Prepayments and accrued income

20,829

49,429

14,504,977

13,923,375

Amounts owed by group undertakings are considered to carry low credit risk. The group undertakings are considered to have a strong capacity to meet their contractual cash flow obligations in the long term and any associated 12-month ECLs are deemed immaterial to the accounts.

10.	CASH AND CASH EQUIVALENTS

31.3.25

31.3.24

£

£

Bank accounts

11,648,164

8,519,446

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.25

31.3.24

value:

£

£

10,286,000

Ordinary

£1

10,286,000

10,286,000

The shares have attached to them full voting, dividend and capital distribution rights.

12.

RESERVES

Retained

earnings

£

At 1 April 2024

(2,748,968

)

Deficit for the year

(8,277,595

)

At 31 March 2025

(11,026,563

)