REGISTERED NUMBER: 10632700 (England and Wales)

Ashwoods Innovations Limited

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

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Statement of Financial Position

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTOR:

S A Metzger

REGISTERED OFFICE:

Bridgeway House

Bridgeway

Stratford-Upon-Avon

United Kingdom

CV37 6YX

REGISTERED NUMBER:

10632700 (England and Wales)

SENIOR STATUTORY AUDITOR:

Philip Littler FCA

AUDITORS:

Maxwells

Chartered Accountants

and Statutory Auditor

4 King Square

Bridgwater

Somerset

TA6 3YF

BANKERS:

Bank of America

Merrill Lynch Financial Centre

2 King Edward Street

London

EC1A 1HQ

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

REVIEW OF BUSINESS

The principal activity of the company is that of holding an investment in Dana TM4 UK Ltd.

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.

Once again, the investment has been reviewed for impairment 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.

The company is totally reliant on the financial support of its subsidiary to meet its debts as they fall due and similarly the subsidiary, Dana TM4 UK Ltd, is reliant on the financial support of the worldwide Dana Incorporated Group.

During 2025, the £6M bank loan and outstanding interest was repaid in full by Dana TM4 UK Ltd on behalf of the company. However, the intercompany loan that existed thereafter between the company and Dana TM4 UK Ltd has been written off because the company is unable to repay.

The corresponding impact of the write off and further losses incurred by Dana TM4 UK Ltd in 2025 have resulted in the investment being valueless and consequently an impairment loss of £3,642,578 has been recognised in these financial statements.

PRINCIPAL RISKS AND UNCERTAINTIES

The company is a non-trading investment holding undertaking. The operations of the company's subsidiary expose it to a number of business and financial risks. From the perspective of the company, the principle risks and uncertainties are integrated within the principle risks of the group and are not managed separately.

Financial risk management

The policies and procedures set by Dana Incorporated are implemented by the company's finance department as required.

Liquidity risk

The financial risks of the company are managed by the group's treasury department. All borrowing facilities are arranged by group treasury.

KEY PERFORMANCE INDICATORS

The company's directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the business.

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 effectively ceased on 30 June 2025 in unison with the cessation of trade of Dana TM4 UK Ltd.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of an investment holding company and the principal activity of the group was formerly that of the design and manufacture of electric motors.

GOING CONCERN

The company is totally reliant on the financial support of its subsidiary to meet its debts as they fall due and similarly the subsidiary, Dana TM4 UK Ltd, is reliant on the financial support of the worldwide Dana Incorporated Group.

However, following the decision made within the Dana Incorporated Group in 2024 to cease operations at Dana TM4 UK Ltd and relocate production to the group's existing overseas facilities, this holding company is no longer a going concern as a direct result of its subsidiary no longer being 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

The directors set out in the table below have held office during the whole of the period from 1 January 2025 to the date of this report unless otherwise stated.

Other changes in directors holding office are as follows:

A Valencia - resigned 14.3.25

M D King - resigned 28.11.25

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 1 January 2025 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 Ashwoods Innovations Limited (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 three, 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 are 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.

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

-

-

-

OPERATING PROFIT

-

-

-

Intercompany loan written off

5

-

2,759,356

2,759,356

-

2,759,356

2,759,356

Amounts written off investments

6

-

(3,642,578

)

(3,642,578

)

Interest payable and similar expenses

7

-

(116,275

)

(116,275

)

LOSS BEFORE TAXATION

-

(999,497

)

(999,497

)

Tax on loss

8

-

-

-

LOSS FOR THE FINANCIAL YEAR

-

(999,497

)

(999,497

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(999,497

)

TURNOVER

-

-

-

OPERATING PROFIT

-

-

-

Amounts written off investments

6

-

(1,187,560

)

(1,187,560

)

Interest payable and similar expenses

7

-

(458,302

)

(458,302

)

LOSS BEFORE TAXATION

-

(1,645,862

)

(1,645,862

)

Tax on loss

8

-

-

-

LOSS FOR THE FINANCIAL YEAR

-

(1,645,862

)

(1,645,862

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(1,645,862

)

FIXED ASSETS

Investments

9

-

3,642,578

CURRENT ASSETS

Debtors

10

-

3,430,768

CREDITORS

Amounts falling due within one year

11

-

6,073,849

NET CURRENT LIABILITIES

-

(2,643,081

)

TOTAL ASSETS LESS CURRENT LIABILITIES

-

999,497

CAPITAL AND RESERVES

Called up share capital

13

1,434,470

1,434,470

Share premium

14

3,623,625

3,623,625

Retained earnings

14

(5,058,095

)

(4,058,598

)

SHAREHOLDERS' FUNDS

-

999,497

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

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

1,434,470

(2,412,736

)

3,623,625

2,645,359

Changes in equity

Total comprehensive loss

-

(1,645,862

)

-

(1,645,862

)

Balance at 31 December 2024

1,434,470

(4,058,598

)

3,623,625

999,497

Changes in equity

Total comprehensive loss

-

(999,497

)

-

(999,497

)

Balance at 31 December 2025

1,434,470

(5,058,095

)

3,623,625

-

1.	STATUTORY INFORMATION

Ashwoods Innovations 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.

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 totally reliant on the financial support of its subsidiary to meet its debts as they fall due and similarly the subsidiary, Dana TM4 UK Ltd, is reliant on the financial support of the worldwide Dana Incorporated Group.

However, following the decision made within the Dana Incorporated Group in 2024 to cease operations at Dana TM4 UK Ltd and relocate production to the group's existing overseas facilities, this holding company is no longer a going concern as a direct result of its subsidiary no longer being 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.

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

Preparation of consolidated financial statements

The financial statements contain information about Ashwoods Innovations 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 requirement to prepare consolidated financial statements as it is a wholly owned subsidiary undertaking and is included in the non-EEA group financial statements of Dana Incorporated which are publicly available.

Investments in subsidiaries

Investment in a subsidiary company is held at cost less accumulated impairment losses.

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.

Accounting estimates and judgements

There are no estimates or judgements.

4.	EMPLOYEES AND DIRECTORS

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

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

31.12.25

31.12.24

Management

2

3

31.12.25

31.12.24

£

£

Directors' remuneration

-

-

5.	EXCEPTIONAL ITEMS

31.12.25

31.12.24

£

£

Intercompany loan written off

2,759,356

-

The company has no means to repay the intercompany loan.

6.

AMOUNTS WRITTEN OFF INVESTMENTS

31.12.25

31.12.24

£

£

Amount written off subsidiary investment

3,642,578

1,187,560

The irrecoverable loan written off by Dana TM4 UK Ltd created a negative net asset balance sheet resulting in the investment being valueless (see note 9).

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Bank loan interest

116,275

437,016

Loan interest

-

21,286

116,275

458,302

Loan interest is in respect of loans from group undertakings.

8.

TAXATION

Analysis of the tax charge

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

The company has carried forward losses of £2,523,888 (2024: £2,407,613).

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

3,642,578

Impairments

(3,642,578

)

At 31 December 2025

-

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

3,642,578

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

Dana TM4 UK Ltd (formerly Ashwoods Electric Motors Limited)

Registered office: Bridgeway House, Bridgeway, Stratford-Upon-Avon, United Kingdom, CV37 6YX

Nature of business: Design and manufacture of electric motors

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

(81,799

)

3,642,578

Loss for the year

(3,724,377

)

(3,044,108

)

The investment is measured as net assets of the subsidiary and an impairment loss has been recognised accordingly.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed by group undertakings

-

3,430,768

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Bank loans and overdrafts (see note 12)

-

6,000,000

Accruals and deferred income

-

73,849

-

6,073,849

12.

LOANS

An analysis of the maturity of loans is given below:

31.12.25

31.12.24

£

£

Amounts falling due within one year or on demand:

Bank loans

-

6,000,000

The bank loan represented a revolving credit facility with Bank of America Merrill Lynch which had been guaranteed by Dana Incorporated. The bank loan was on a 3 month contract which was not renewed in April 2025 and was repaid in full on termination.

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

14,344,702

Ordinary

10p

1,434,470

1,434,470

The rights attaching to the Ordinary shares are as follows:

(a) each share entitles the holder to receive notice, attend, speak and to vote at any general meeting, and to receive and vote on any written resolution.

(b) each share is entitled to participate in dividend payments or any other distribution.

(c) each share is entitled to participate in any distribution arising from a return of capital, liquidation, capital reduction or winding up of the company.

(d) the shares do not confer any rights of redemption.

14.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

(4,058,598

)

3,623,625

(434,973

)

Deficit for the year

(999,497

)

(999,497

)

At 31 December 2025

(5,058,095

)

3,623,625

(1,434,470

)

Share premium represents the amount subscribed for share capital in excess of nominal value less costs directly attributable to the issue of shares.

15.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

16.	ULTIMATE CONTROLLING PARTY

Dana TM4 Electric Holdings BV, Belgium is the immediate parent undertaking.

Dana Incorporated, which is incorporated in the State of Delaware in the United States, is the parent company of the smallest and largest group of which Ashwoods Innovations Limited is a member and from which group accounts are drawn.

Dana Incorporated is regarded by the director as being the company's ultimate parent company and controlling party. Copies of the Dana Incorporated group financial statements may be obtained from PO Box 1000, Maumee, Ohio 43537, United States.

The address of the ultimate parent company's registered office is 3939 Technology Drive, Maumee, Ohio 43537, United States.