Ashwoods Innovations Limited - Limited company accounts 22.3

REGISTERED NUMBER: 10632700 (England and Wales)

Ashwoods Innovations Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2021

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

A Valencia

J B Decleer

S A Metzger

REGISTERED OFFICE:

Bridgeway House

Bridgeway

Stratford Upon Avon

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 directors present their strategic report for the year ended 31 December 2021.

REVIEW OF BUSINESS

The principal activity of Ashwoods Innovations Limited is that of an investment holding company.

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. The strategic objectives of the company are aligned with those of the group. Further details on the strategy and performance of the group can be found in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the 2021 Form 10-K for Dana Incorporated, which does not form part of this report.

PRINCIPAL RISKS AND UNCERTAINTIES

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. Accordingly, the principal risks and uncertainties of the group, which included those of the company, are discussed in Part 1 of the Form 10-K for Dana Incorporated, which does not form part of this report.

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:

A Valencia - Director

12 December 2022

The directors present their report with the financial statements of the company for the year ended 31 December 2021.

PRINCIPAL ACTIVITY

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2021.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors set out in the table below have held office during the whole of the period from 1 January 2021 to the date of this report unless otherwise stated.

Other changes in directors holding office are as follows:

S A Metzger was appointed as a director after 31 December 2021 but prior to the date of this report.

N J Keast and R Kress ceased to be directors after 31 December 2021 but prior to the date of this report.

The directors shown below were in office at 31 December 2021 but did not hold any interest in the Ordinary shares of 10p each at 1 January 2021 or 31 December 2021.

R Kress

A Valencia

J B Decleer

N J Keast

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 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 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.

ON BEHALF OF THE BOARD:

A Valencia - Director

12 December 2022

Opinion

We have audited the financial statements of Ashwoods Innovations Limited (the 'company') for the year ended 31 December 2021 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 2021 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.

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.

Emphasis of matter

We draw attention to note 3 to the financial statements which describes the appropriateness of the going concern assumption, notwithstanding that the company incurred a net loss of £584,187 (2020: £374,564) during the year ended 31 December 2021. Our opinion is not modified in this respect.

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.

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

21 December 2022

TURNOVER

-

-

OPERATING PROFIT

-

-

Interest payable and similar expenses

5

584,187

374,564

LOSS BEFORE TAXATION

(584,187

)

(374,564

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(584,187

)

(374,564

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(584,187

)

(374,564

)

FIXED ASSETS

Investments

7

4,830,138

4,830,138

CURRENT ASSETS

Debtors

8

17,471,687

11,290,900

CREDITORS

Amounts falling due within one year

9

6,272,452

6,198,387

NET CURRENT ASSETS

11,199,235

5,092,513

TOTAL ASSETS LESS CURRENT LIABILITIES

16,029,373

9,922,651

CREDITORS

Amounts falling due after more than one year

10

12,205,000

5,514,091

NET ASSETS

3,824,373

4,408,560

CAPITAL AND RESERVES

Called up share capital

12

1,434,470

1,434,470

Share premium

13

3,623,625

3,623,625

Retained earnings

13

(1,233,722

)

(649,535

)

SHAREHOLDERS' FUNDS

3,824,373

4,408,560

The financial statements were approved by the Board of Directors and authorised for issue on 12 December 2022 and were signed on its behalf by:

A Valencia - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2020

1,434,470

(274,971

)

3,623,625

4,783,124

Changes in equity

Total comprehensive loss

-

(374,564

)

-

(374,564

)

Balance at 31 December 2020

1,434,470

(649,535

)

3,623,625

4,408,560

Changes in equity

Total comprehensive loss

-

(584,187

)

-

(584,187

)

Balance at 31 December 2021

1,434,470

(1,233,722

)

3,623,625

3,824,373

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

The directors have assessed the going concern for the company and its subsidiary 12 months from the date of approval of these financial statements and are satisfied that with ongoing support from the wider Dana Incorporated group of companies, the company and its subsidiary will have sufficient funding in order to continue to meet its debts as they fall due. Dana Incorporated have indicated its intention to make available such funds as are needed by the company and its subsidiary, in addition, the directors have obtained a letter of support from Dana Incorporated. However, as with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

During the financial year and in response to the challenges arising from the ongoing Covid-19 pandemic, the company and its subsidiary have once again demonstrated its operation and financial resilience and ability to manage business risks successfully. The directors have therefore adopted the going concern basis of preparation in its annual financial statements for the year ended 31 December 2021.

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

The investment comprises the nominal value of shares issued to acquire a 100% interest in Dana TM4 UK Ltd (formerly Ashwoods Electric Motors Limited) and reclassification of long term loan where there are no interest or repayment terms.

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

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.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2021 nor for the year ended 31 December 2020.

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

31.12.21

31.12.20

Management

3

4

31.12.21

31.12.20

£

£

Directors' remuneration

-

-

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.21

31.12.20

£

£

Bank loan interest

120,075

94,186

Loan interest

464,112

280,378

584,187

374,564

Loan interest includes £449,951 (2020: £215,595) in respect of loans from group undertakings.

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2021 nor for the year ended 31 December 2020.

The company has carried forward losses of £1,233,722 (2020: £649,535).

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2021

and 31 December 2021

4,830,138

NET BOOK VALUE

At 31 December 2021

4,830,138

At 31 December 2020

4,830,138

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: Inside United Kingdom

Nature of business: Design and manufacture of electric motors

%

Class of shares:

holding

Ordinary

100.00

31.12.21

31.12.20

£

£

Aggregate capital and reserves

(11,105,348

)

(5,736,332

)

Loss for the year

(5,369,016

)

(4,818,962

)

8.

DEBTORS

31.12.21

31.12.20

£

£

Amounts falling due within one year:

Amounts owed by group undertakings

773,189

581,829

Amounts falling due after more than one year:

Amounts owed by group undertakings

16,698,498

10,709,071

Aggregate amounts

17,471,687

11,290,900

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.21

31.12.20

£

£

Bank loans and overdrafts (see note 11)

6,000,000

6,000,000

Other loans

109,091

109,091

Social security and other taxes

4,922

2,090

Accruals and deferred income

158,439

87,206

6,272,452

6,198,387

Other loans comprise £109,091 of unsecured loan repayable within one year with interest accruing at 8% per annum.

Accruals and deferred income include £140,236 (2020: £65,313) of loan interest owed to group undertakings.

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.21

31.12.20

£

£

Amounts owed to group undertakings

12,205,000

5,405,000

Other loans

-

109,091

12,205,000

5,514,091

Amounts owed to group undertakings comprise £12,205,000 (2020: £5,405,000) of unsecured loans with interest accruing at 5% per annum with no capital repayments due until 30 March 2025.

11.

LOANS

An analysis of the maturity of loans is given below:

31.12.21

31.12.20

£

£

Amounts falling due within one year or on demand:

Bank loans

6,000,000

6,000,000

The bank loan represents a revolving credit facility with Bank of America Merrill Lynch which has been guaranteed by Dana Incorporated. The interest rate applicable at 31 December 2021 was a 3 month LIBOR plus 1.50% margin.

Since the year end, LIBOR has been replaced by a 3 month compounded SONIA rate with a fixed spread margin of 1.50% and spread adjustment.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.21

31.12.20

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.

13.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2021

(649,535

)

3,623,625

2,974,090

Deficit for the year

(584,187

)

(584,187

)

At 31 December 2021

(1,233,722

)

3,623,625

2,389,903

14.	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.

15.	POST BALANCE SHEET EVENTS

On 26 July 2022, as a wider exercise to capitalise the Dana TM4 group of companies which forms part of the wider Dana Incorporated group of companies of which the company is a member, Dana TM4 Electric Holdings BV, another member of the Dana Group, irrevocably agreed to make a non-refundable and voluntary capital contribution to Ashwoods Innovations Limited in the amount of £20,105,000.

At the same time, it was proposed that Ashwoods Innovations Limited would make a non-refundable and voluntary capital contribution to its subsidiary Dana TM4 UK Ltd, the recipient of the loans, in the amount of £20,105,000.

The capital contribution included loans made in 2022 plus £12,205,000 of intercompany loan outstanding in these financial statements as at 31 December 2021.

16.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Dana Incorporated.

Dana Incorporated, which is incorporated in the State of Delaware in the United States, is the only parent company of the smallest and largest group to consolidate the financial statements of the company. The directors consider this company to be the ultimate parent company and controlling party. Copies of the Dana Incorporated group financial statements may be obtained from PO Box 1000, Maumee, Ohio 43537, USA.

17.	SHARE PREMIUM

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