REGISTERED NUMBER: 12348430 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

FOR

ATS AUTOMATION ENGLAND HOLDINGS 1

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:

12348430 (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 property holding company, the results for the period reflect the rental income the company receives from its sister company Marco Ltd and the minimum administrative costs of regulation and insurance in so doing. The property is maintained with cash resources derived from the parent company protecting the key asset of the company.

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

The following KPIs are in line with group expectation:

2025

2025

2024

2024

£k

£k

Revenue

158

100%

158

100%

OM

129

82%

124

78%

SG&A

0

0%

0

0%

Finance cost

119

75%

118

75%

EBT

10

6%

6

4%

PRINCIPAL RISKS AND UNCERTAINTIES

The risk of non-payment from the tenant is negligible as funds for the tenant are provided by the parent company of ATS England Holdings 1 Limited. The value of the property is protected by a reputable insurance company for all risks and the site has recently undergone a full survey in respect of future planning approvals.

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 commercial property rental.

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 Ats Automation England Holdings 1 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 profit 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

158,400

158,400

Administrative expenses

(29,047

)

(34,428

)

OPERATING PROFIT

129,353

123,972

Finance costs

4

(119,372

)

(117,732

)

PROFIT BEFORE INCOME TAX

5

9,981

6,240

Income tax

6

-

-

PROFIT FOR THE YEAR

9,981

6,240

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

9,981

6,240

ASSETS

NON-CURRENT ASSETS

Investment property

8

1,387,781

1,409,156

CURRENT ASSETS

Trade and other receivables

10

461,845

425,094

TOTAL ASSETS

1,849,626

1,834,250

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

11

1,000

1,000

Retained earnings

12

36,028

26,047

TOTAL EQUITY

37,028

27,047

LIABILITIES

CURRENT LIABILITIES

Trade and other payables

13

1,812,598

1,807,203

TOTAL LIABILITIES

1,812,598

1,807,203

TOTAL EQUITY AND LIABILITIES

1,849,626

1,834,250

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

1,000

19,807

20,807

Changes in equity

Total comprehensive income

-

6,240

6,240

Balance at 31 March 2024

1,000

26,047

27,047

Changes in equity

Total comprehensive income

-

9,981

9,981

Balance at 31 March 2025

1,000

36,028

37,028

Cash flows from operating activities

Cash generated from operations

1

156,122

133,032

Net cash from operating activities

156,122

133,032

Cash flows from investing activities

Increase in amounts owed by group

(36,750

)

(15,956

)

Net cash from investing activities

(36,750

)

(15,956

)

Cash flows from financing activities

Decrease in amounts owed to group

-

656

Interest paid

(119,372

)

(117,732

)

Net cash from financing activities

(119,372

)

(117,076

)

Increase in cash and cash equivalents

-

-

Cash and cash equivalents at beginning of year

-

-

Cash and cash equivalents at end of year

-

-

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

31.3.25

31.3.24

£

£

Profit before income tax

9,981

6,240

Depreciation charges

21,375

21,375

Finance costs

119,372

117,732

150,728

145,347

Increase in trade and other receivables

(1

)

(14,715

)

Increase in trade and other payables

5,395

2,400

Cash generated from operations

156,122

133,032

1.	STATUTORY INFORMATION

Ats Automation England Holdings 1 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.

Critical accounting judgements and key sources of estimation uncertainty

In the process of applying its accounting policies set out in note 1, 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. As estimates carry with them an inherent level of uncertainty, the company performs sensitivity analysis where this is practicable and where, in management's opinion, it provides useful and meaningful information. This sensitivity analysis is performed to understand a range of outcomes that could be considered reasonably possible based on experience and the facts and circumstances associated with individual areas of the financial statements that are subject to estimates. 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.

The following paragraphs detail the estimates and judgements the company believes to have the most significant impact on the annual results as reported in accordance with IFRS.

Investment property

Accounting estimate - The estimated useful economic lives of investment property is based on management's experience. If management identifies that actual useful economic lives differ materially from the estimates used to calculate depreciation, that charge would be adjusted prospectively. Due to the significance of investment property to the company, variations between actual and estimated useful economic lives could impact operating results both positively and negatively. As such, this is a key source of estimation uncertainty.

The depreciation and amortisation expense for the year was £21,375. A 10 per cent increase in average asset lives would have resulted in an £1,943 reduction in this figure and a 10 per cent decrease in average asset lives would have resulted in a £2,375 increase in this figure. It is therefore unlikely that there is a significant risk of a material adjustment to the carrying amounts of investment property.

Leases as lessor

Accounting estimate - The company leases property to Marco Limited, a group company. The company determines, based on an evaluation of the terms and conditions of the lease, such as the lease term not constituting a major part of the economic life of the asset and the present value of the minimum lease payments not amounting to substantially all of the fair value of the commercial property, whether it retains substantially all the risks and rewards incidental to ownership of these assets. These judgements determine whether the leases are accounted for as operating leases or finance leases.

Revenue recognition

Revenue represents rental income and is recognised when it is probable that future economic benefits will flow to the company. Revenue is measured as the fair value of consideration which the company expects to receive and is shown exclusive of value added tax.

Investment property

Investment property consists of property held to earn rentals but not for sale in the ordinary course of business, used in the production or supply of goods or services or for administrative purposes. Investment property, except for land, is measured at cost including transaction costs less accumulated depreciation and any accumulated impairment in value. Land is stated at cost less any impairment in value.

Depreciation, which commences when the assets are available for their intended use, is computed using the straight-line method at 3%.

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.

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 costs:

Loan interest

119,372

117,732

5.	PROFIT BEFORE INCOME TAX

The profit before income tax is stated after charging:

31.3.25

31.3.24

£

£

Depreciation - owned assets

21,375

21,375

Auditors' remuneration for the period is £7,500 (2024: £8,625).

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 lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.3.25

31.3.24

£

£

Profit before income tax

9,981

6,240

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

2,495

1,560

Effects of:

Transfer pricing adjustment

3,506

2,521

Relief from group companies

(11,345

)

(9,425

)

Depreciation not allowable

5,344

5,344

Tax expense

-

-

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

7.	OPERATING LEASES

The company is party to operating leases in which it is the lessor relating to investment property. Under the terms of the lease agreements, no contingent or variable rents are receivable.

During the year the company received £158,400 in respect of operating lease income (2024: £158,400).

Leased assets are reported within investment property, as shown in Note 8.

A maturity analysis of the future undiscounted lease receipts from operating leases, in which the company is lessor, is presented in the table below:

31.3.25

31.3.24

£

£

Receipts due:

Within one year

-

118,800

Between one and two years

-

Between two and three years

-

-

Between three and four years

-

-

Between four and five years

-

-

Later than five years

-

-

-

118,800

8.	INVESTMENT PROPERTY

Total

£

COST

At 1 April 2024

and 31 March 2025

1,500,000

DEPRECIATION

At 1 April 2024

90,844

Charge for year

21,375

At 31 March 2025

112,219

NET BOOK VALUE

At 31 March 2025

1,387,781

At 31 March 2024

1,409,156

The fair value of the investment property is not considered to be materially different from the book value at 31 March 2025.

Rental income of £158,400 was received during the year in respect of investment property (2024: £158,400).

9.	FINANCIAL ASSETS AND LIABILITIES

31.3.25

31.3.24

£

£

Financial Assets

Debt instruments measured at amortised cost

461,845

425,094

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

1,794,183

1,794,183

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.

10.	TRADE AND OTHER RECEIVABLES

31.3.25

31.3.24

£

£

Current:

Trade debtors

15,841

15,840

Amounts owed by group undertakings

446,004

409,254

461,845

425,094

Amounts owed by group undertakings are repayable on demand (Note 16). The group undertaking is considered to have sufficient available liquid assets to repay the loan if demanded at the balance sheet date, therefore as at 31 March 2025 management judges ECLs to be immaterial and as a result no ECL disclosures are presented.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.25

31.3.24

value:

£

£

1,000

Ordinary

£1

1,000

1,000

The shares have attached to them full voting, dividend and capital distribution rights; they do not confer any rights of redemption.

12.

RESERVES

Retained

earnings

£

At 1 April 2024

26,047

Profit for the year

9,981

At 31 March 2025

36,028

13.	TRADE AND OTHER PAYABLES

31.3.25

31.3.24

£

£

Current:

Amounts owed to group undertakings

1,794,183

1,794,183

Accruals and deferred income

14,095

8,700

VAT

4,320

4,320

1,812,598

1,807,203

14.	FINANCIAL INSTRUMENTS

Risk management

The company is exposed through its operations to the following financial risks:

- credit risk;

- market risk; and

- liquidity risk.

The board has overall responsibility for the determination of the company's financial risk management objectives and policies. The board's overall objective is to set policies that seek to reduce risk as far as possible without unduly affecting the company's competitiveness and flexibility. Further details regarding these policies are described below:

Credit risk

Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

The company is exposed to credit risk from its investing activities in the form of amounts owing from group undertakings.

Amounts owed by group undertakings are repayable on demand (Note 16). The group undertaking is considered to have sufficient available liquid assets to repay the loan if demanded at the balance sheet date, therefore as at 31 March 2025 management judges ECLs to be immaterial and as a result no ECL disclosures are presented. Exposure to credit risk is deemed to be low for the company.

At 31 March 2025 and 31 March 2024 the company did not hold any cash deposits.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, debt and equity investments and derivative financial instruments. The company's exposure to currency risk and other price risk is negligible and not considered material to the company's activities.

Interest rate risk

The company has limited exposure interest rate risk as the interest rates on the group debt is a fixed rate set at a group level. The company's interest rates are not influenced by market movements so interest rate risk is considered low.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The company mitigates this risk by managing cash generations by its operations and reviewing detailed cash flow forecasts and projections.

In both the current and prior year there is not a material difference between the year end present value of the financial liabilities and the total undiscounted contractual cash flows.