REGISTERED NUMBER: 04804444 (England and Wales)

Dana TM4 UK Ltd

Strategic Report, Report of the Director and

Audited Financial Statements

for the Year Ended 31 December 2025

Page

Company Information

1

Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Statement of Financial Position

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTOR:

S A Metzger

REGISTERED OFFICE:

Bridgeway House

Bridgeway

Stratford-Upon-Avon

United Kingdom

CV37 6YX

REGISTERED NUMBER:

04804444 (England and Wales)

SENIOR STATUTORY AUDITOR:

Philip Littler FCA

AUDITORS:

Maxwells

Chartered Accountants

and Statutory Auditor

4 King Square

Bridgwater

Somerset

TA6 3YF

BANKERS:

JP Morgan Chase Bank

1 Chaseside

Bournemouth

Dorset

BH7 7DA

The director presents his strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The principal activity of Dana TM4 UK Ltd was the design and manufacture of electric motors but now both of these activities have been discontinued following the cessation of trade.

The company is part of the worldwide Dana Incorporated Group ("the group"), a company which is incorporated in the State of Delaware in the United States.

Manufacturing operations at Dana TM4 UK Ltd ceased on 13 December 2024 following the decision made within the group to cease operations and relocate production to the group's existing overseas facilities. A number of staff remained on site to clear up and a team of engineers were still supplying and recharging technical services to other TM4 companies around the world up until 30 June 2025 prior to being made redundant.

Dana TM4 UK Ltd was the UK research centre for Off-Highway. At the highest level, Off-Highway was in the process of being sold and has now been sold.

Dana TM4

Dana TM4 is a joint venture between Dana Incorporated and Hydro-Québec. Dana TM4 designs and manufactures low and high voltage electric motors, generators, power electronics and control systems suitable for the automotive, commercial, off-highway, marine, rail, motorsports and recreational vehicle markets.

Dana TM4 contributes to the highest possible energy conversion efficiencies through its expertise in permanent magnet and induction motors, power electronics, thermal management, coil winding, outer-rotor topology and motor and inverter control algorithms.

Our mission

Our talented people power a customer-centric organization that is continuously improving the performance and efficiency of vehicles and machines around the globe. We will consistently deliver superior products and services to our customers and will generate exceptional value for our shareholders.

Our vision

To be the global technology leader in efficient power conveyance and energy-management solutions that enable our customers to achieve their sustainability objectives.

Commitment

Dana TM4 is committed to a greener tomorrow by designing, developing, building products and delivering services in harmony with nature. Contributing to a better world for present and future generations is one of Dana TM4’s driving forces.

Key perfomance indicators

There are no longer any key performance indicators relevant to the business.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal non-financial risks and uncertainties facing the company are:-

Financial risk management

The company's operations expose it to a number of financial risks that include.foreign currency risk and liquidity risk.The company has established a framework for managing these risks.

Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies and procedures set by Dana Incorporated are implemented by the company's finance department as required.

Foreign currency risk

The company seeks to naturally hedge its foreign currency exposure wherever possible.

Liquidity risk

All borrowing facilities are managed centrally by the group's treasury department. The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs.

ON BEHALF OF THE BOARD:

S A Metzger - Director

13 August 2026

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

CESSATION OF TRADING

The company ceased trading on 30 June 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the design of electric motors up until 30 June 2025 when all the remaining employees where made redundant.

GOING CONCERN

The company is reliant on the financial support of the worldwide Dana Incorporated Group.

However, following the decision made within the Dana Incorporated Group to cease operations at Dana TM4 UK Ltd and relocate production to the group's existing overseas facilities, this company is no longer a going concern.

Consequently, the financial statements have been prepared on a break up basis.

DIVIDENDS

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

DIRECTORS

A Valencia - resigned 14.3.25

T M Hughes - resigned 28.3.25

D J Makoric - resigned 27.6.25

S A Metzger - appointed 14.3.25

The director shown below was in office at 31 December 2025 but did not hold any interest in the Ordinary shares of 10p each at date of appointment or 31 December 2025.

S A Metzger

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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.

ON BEHALF OF THE BOARD:

S A Metzger - Director

13 August 2026

Opinion

We have audited the financial statements of Dana TM4 UK Ltd (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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.

Emphasis of matter - non-going concern basis of preparation

We draw attention to the disclosure made in note 3 to the financial statements which explains that the financial statements have not been prepared on the going concern basis for the reasons set out in that note. Our opinion is not modified in respect of this matter.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that 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 by, for example, forgery or intentional misrepresentations, or through collusion.

We focused on laws and regulations which could give rise to material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting evidence and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

In addition to the above, we also performed analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

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.

Philip Littler FCA (Senior Statutory Auditor)

for and on behalf of Maxwells

Chartered Accountants

and Statutory Auditor

4 King Square

Bridgwater

Somerset

TA6 3YF

13 August 2026

TURNOVER

4

-

479,513

479,513

Cost of sales

-

(448,711

)

(448,711

)

GROSS PROFIT

-

30,802

30,802

Distribution costs

-

(43,279

)

(43,279

)

Administrative expenses

-

(1,448,540

)

(1,448,540

)

-

(1,461,017

)

(1,461,017

)

Other operating income

-

947,424

947,424

OPERATING LOSS

6

-

(513,593

)

(513,593

)

Intercompany loan written off

7

-

(2,759,356

)

(2,759,356

)

Impairment of intangible fixed assets

7

-

(1,554

)

(1,554

)

Impairment of fixed assets

7

-

(336,954

)

(336,954

)

-

(3,611,457

)

(3,611,457

)

Interest receivable and similar income

8

-

82,641

82,641

Interest payable and similar expenses

9

-

(121,868

)

(121,868

)

LOSS BEFORE TAXATION

-

(3,650,684

)

(3,650,684

)

Tax on loss

10

-

(73,693

)

(73,693

)

LOSS FOR THE FINANCIAL YEAR

-

(3,724,377

)

(3,724,377

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(3,724,377

)

TURNOVER

4

-

9,779,335

9,779,335

Cost of sales

-

(6,822,329

)

(6,822,329

)

GROSS PROFIT

-

2,957,006

2,957,006

Distribution costs

-

(835,918

)

(835,918

)

Administrative expenses

-

(6,815,124

)

(6,815,124

)

-

(4,694,036

)

(4,694,036

)

Other operating income

-

3,627,763

3,627,763

OPERATING LOSS

6

-

(1,066,273

)

(1,066,273

)

Impairment of intangible fixed assets

7

-

(488,947

)

(488,947

)

Impairment of fixed assets

7

-

(1,171,802

)

(1,171,802

)

-

(2,727,022

)

(2,727,022

)

Interest receivable and similar income

8

-

50,351

50,351

LOSS BEFORE TAXATION

-

(2,676,671

)

(2,676,671

)

Tax on loss

10

-

(367,437

)

(367,437

)

LOSS FOR THE FINANCIAL YEAR

-

(3,044,108

)

(3,044,108

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(3,044,108

)

FIXED ASSETS

Intangible assets

11

-

1,554

Tangible assets

12

-

2,216,433

-

2,217,987

CURRENT ASSETS

Stocks

13

-

392,341

Debtors

14

121,834

5,793,162

Cash at bank

83,741

77,815

205,575

6,263,318

CREDITORS

Amounts falling due within one year

15

287,374

4,838,727

NET CURRENT (LIABILITIES)/ASSETS

(81,799

)

1,424,591

TOTAL ASSETS LESS CURRENT LIABILITIES

(81,799

)

3,642,578

CAPITAL AND RESERVES

Called up share capital

16

100

100

Retained earnings

17

(81,899

)

3,642,478

SHAREHOLDERS' FUNDS

(81,799

)

3,642,578

The financial statements were approved by the director and authorised for issue on 13 August 2026 and were signed by:

S A Metzger - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100

6,686,586

6,686,686

Changes in equity

Deficit for the year

-

(3,044,108

)

(3,044,108

)

Total comprehensive loss

-

(3,044,108

)

(3,044,108

)

Balance at 31 December 2024

100

3,642,478

3,642,578

Changes in equity

Deficit for the year

-

(3,724,377

)

(3,724,377

)

Total comprehensive loss

-

(3,724,377

)

(3,724,377

)

Balance at 31 December 2025

100

(81,899

)

(81,799

)

1.	STATUTORY INFORMATION

Dana TM4 UK Ltd 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.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The functional and presentation currency of the company is sterling (£).

Going concern

Accounting standards require the directors to consider the appropriateness of the going concern basis when preparing the financial statements and the directors confirm that the going concern basis is no longer appropriate.

The company is reliant on the financial support of the worldwide Dana Incorporated Group.

However, following the decision made to cease operations at Dana TM4 UK Ltd and relocate production to the group's existing overseas facilities, this company is no longer a going concern.

Consequently, the financial statements have been prepared on a break up basis.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7;

•

the requirements of paragraph 24(b) of IFRS 6.

This information is included in the consolidated financial statements of Dana Incorporated.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Expenditure on patents and licences are capitalised and amortised on a straight line basis over 10 years. Patents and licences have been fully impaired in 2025 following the cessation of trade.

Tangible fixed assets

No depreciation has been provided in 2025 and all the assets that remained going into 2025 have been sold.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

The company has suffered 20% withholding tax on engineering services provided to a subsidiary company in India. Since the company has no profits chargeable to corporation tax it is unable to claim back the tax as a credit and therefore the tax suffered is a cost to the company. However, having provided a certificate of residence the withholding tax has been revised to 15% for services recharged from 1 April 2024 and 5% withholding tax is now recoverable from the Government of India.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Regional growth fund grants

Regional growth fund grants towards fixed assets are recognised over the expected useful lives of the related assets and are treated as deferred income and released to the statement of comprehensive income over the useful life of the asset concerned.

The deferred capital grant has been fully released in 2025 since all of the remaining assets going into 2025 have now been sold.

Accounting estimates and judgements

The directors consider there to be no estimates or judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

31.12.25

31.12.24

£

£

United Kingdom

34,457

863,195

Europe

205,774

4,724,139

Rest of the World

239,282

4,192,001

479,513

9,779,335

5.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

763,566

3,787,373

Social security costs

84,563

419,091

Other pension costs

60,253

184,095

908,382

4,390,559

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

31.12.25

31.12.24

Office and management

6

15

Production and development

9

57

Sales and marketing

-

7

15

79

31.12.25

31.12.24

£

£

Directors' remuneration

67,822

265,569

Directors' pension contributions to money purchase schemes

7,840

13,369

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

3

6.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

31.12.25

31.12.24

£

£

Hire of plant and machinery

10,960

14,497

Depreciation - owned assets

-

543,926

(Profit)/loss on disposal of fixed assets

(500

)

15,431

Patents and licences amortisation

-

1,594

Development costs amortisation

-

228,675

Computer software amortisation

-

56,709

Auditors' remuneration

20,000

30,500

Auditors' remuneration for non audit work

13,305

9,186

Foreign exchange differences

93,998

17,886

Redundancy and exit costs

113,212

729,855

7.	EXCEPTIONAL ITEMS

31.12.25

31.12.24

£

£

Intercompany loan written off

(2,759,356

)

-

Impairment of intangible fixed assets

(1,554

)

(488,947

)

Impairment of fixed assets

(336,954

)

(1,171,802

)

(3,097,864

)

(1,660,749

)

The intercompany loan written off relates to an irrecoverable loan due from Ashwoods Innovations Limited which has no means to repay.

8.

INTEREST RECEIVABLE AND SIMILAR INCOME

31.12.25

31.12.24

£

£

Bank interest

82,641

50,351

Included above is £82,641 (2024: £44,633) of interest owed from group undertakings.

9.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Bank interest

121,868

-

All the above relates to interest owed to group undertakings.

10.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

31.12.25

31.12.24

£

£

Current tax:

UK corporation tax

-

2,122

Prior year adjustment

(2,122

)

-

Withholding tax suffered (see note 3)

75,815

365,315

Tax on loss

73,693

367,437

11.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 January 2025

1,554

Impairments

(1,554

)

At 31 December 2025

-

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

1,554

12.	TANGIBLE FIXED ASSETS

Freehold

Fixtures

land and

Plant and

and

Motor

buildings

machinery

fittings

vehicles

Totals

£

£

£

£

£

COST

At 1 January 2025

1,981,199

940,411

125,669

1,266

3,048,545

Additions

-

91,222

-

-

91,222

Disposals

(1,691,598

)

(984,280

)

(125,669

)

(1,266

)

(2,802,813

)

Impairments

(289,601

)

(47,353

)

-

-

(336,954

)

At 31 December 2025

-

-

-

-

-

DEPRECIATION

At 1 January 2025

191,598

513,579

125,669

1,266

832,112

Eliminated on disposal

(191,598

)

(513,579

)

(125,669

)

(1,266

)

(832,112

)

At 31 December 2025

-

-

-

-

-

NET BOOK VALUE

At 31 December 2025

-

-

-

-

-

At 31 December 2024

1,789,601

426,832

-

-

2,216,433