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10 CLIENTS’ MONEY REGULATIONS

We may, from time to time, hold client monies. The money will be held in trust in a client bank
account, which is segregated from the firm’s funds. The account will be operated, and all funds
dealt with, in accordance with the Clients’ Money Regulations of the Institute of Chartered
Accountants in England and Wales.

In order to avoid an excessive amount of administration, interest will only be paid where the
amount earned on the balances held on the client’s behalf in any calendar year exceeds £25.00.

If the total sum of money held on the client’s behalf is enough to give rise to a significant
amount of interest or is likely to do so, then we will put the money in a separate designated
interest bearing client bank account and account to the Company for the interest received, which
subject to any tax legislation, will be paid gross. A separate account will always be opened where
the total amount held exceeds £10,000 for a period of more than 30 days.

We will return monies held on the client’s behalf promptly as soon as there is no longer any
reason to retain those funds.

11 CONFLICT OF INTEREST

Finally, the rules governing our profession restrict the extent to which we can deal with insolvent
companies if they, or any of their Directors or shadow Directors, have been a previous client of
this firm. There are also restrictions if there is any other relationship, which could prejudice our
objectivity or could be seen to do so.

Our internal enquiries do not indicate that the Company or any of its Directors or shadow
Directors (a person or persons in accordance with whose directions or instructions the Directors
are accustomed to act) has been a client of this firm. We have not identified any other
relationship which could impair our objectivity.

12 THE PROVISION OF SERVICES REGULATIONS 2009

In accordance with the disclosure requirements of the Provision of Services Regulations 2009,
our Professional Indemnity insurer is provided by Travelers Insurance Company Limited 61-63
London Road, Redhill, Surrey RH1 1NA. The territorial coverage is worldwide, excluding
business concluded in the United States of America or Canada and excluding any action of a
claim brought in any court of either of those two countries.

13 ACCEPTANCE OF TERMS

Please confirm your acceptance of the terms of this letter by signing and returning the enclosed
copy, and by initialling and returning the appendices. Should we not hear from you to the
contrary and you continue to instruct us we will assume that the Engagement Terms are agreed.



Appendix 1 - Our Services

Introduction and objectives of work

The Director advised us that it was necessary to put Huriya Care U.K Ltd (“the Company”) into
a Creditors’ Voluntary Liquidation.

Our work

Pre-liquidation

Our work will be restricted to:

 Preparation of the relevant documentation to place the Company into Creditors’ Voluntary
Liquidation;

 Assisting the Director to prepare a report for the members and creditors;
 Attending the board meeting and general meeting and decision procedure convened to put

the Company into Creditors’ Voluntary Liquidation; and
 Advertising the necessary notices for Creditors’ Voluntary Liquidation.

Our work does not provide any assurance either expressed or implied in relation to any
information provided to us and will rely upon the Company to disclose all matters of
significance.

Post-liquidation

Following the appointment of Nimish Patel as Liquidator of Re10 Restructuring and Advisory
Limited will ensure that all the necessary formalities of the Liquidation are completed.

The Firm’s changing role in this assignment

Liquidating a company is a complex legal process subject to regulatory requirements in the
insolvency legislation, Statements of Insolvency Practice (“SIPs”) and those of our regulatory
bodies. As the assignment develops, our role changes and it is important that we make you
aware of how this may affect you.

Our duties and responsibilities’ to date

To date, as the Company’s advisor, we owed our prime duty to the Company acting through its
Board and took appropriate steps to ensure that the Board received appropriate advice on its
options.

Data Protection

Re10 Restructuring and Advisory Limited and the proposed office holder(s) is a Data Controller
within the meaning of data protection legislation and any data received in this regard, will be
only be processed for the purpose of preventing money laundering or terrorist financing, or as
permitted under current Regulations.

As part of our role, we may need to access and use data relating to individuals. In doing so, we
must abide by data protection requirements. Information about the way that we will use, and
store, personal data in relation to insolvency appointments can be found at
mailto:https://www.re10.co.uk/privacy-policy. If you are unable to download this, please contact
my office and a hard copy will be provided to you free of charge.

We would also ask that you provide details about the extent of personal data held by the
Company e.g., employee records, etc. and inform us of any current, or recent historical, breaches
under data protection legislation that you are aware have been reported to the Information
Commissioners’ Office against the Company.

Anti-Money Laundering legislation

We are required to comply with Anti Money Laundering legislation. It’s our duty to follow the
procedures to identify and verify the names and addresses of the Directors / major shareholders
before we receive any instruction from you.

In common with all accountancy and legal practices, we are required by the proceeds of Crime
Act and Money Laundering legislation to:

(i) maintain identification procedures for all clients; and

(ii) maintain records of identification evidence

Accordingly, as part of our duties we are required to obtain certain information from you. This
information in respect of each instructing director and beneficial owner is set in our General
Terms of Business & Initial letter of advice and should have been submitted prior to this
engagement letter.

In fulfilling our obligations under the above regulations, we may use electronic data sources to
complete your required verification of identity and, where relevant, to complete politically
exposed persons and sanctions checks. By signing and returning this engagement letter, we will
consider you to have advised the relevant individuals of this requirement and provided the
informed consent (i.e., permission) of the relevant individuals prior to these checks being
performed. Such informed consent will include the access, use and storage of any identity
verification checks made against the individual(s) and/or any other obligation required by law for
these purposes.

This engagement letter is issued subject to completion of our procedures for taking on new
clients including compliance with current Money Laundering Regulations. Our engagement is
not effective, and we will not be able to commence work, until these procedures have been
completed.

Pre-appointment duties

From now on, as our Insolvency Practitioner becomes a potential liquidator, they will have to
take a more independent and balanced approach, arranging for independent valuations of assets
and recording information about the Company’s affairs and dealings without compromising their
future duty as Liquidator. Any advice that they give from this point will have to remain
independent to avoid compromising the potential appointment as Liquidator and may have to be
disclosed to creditors.

Post-appointment duties

Once appointed Liquidator, our Insolvency Practitioner will owe their prime duty to the creditors
as a whole and must act as an officer of the Court. They will have to realise and distribute assets,
maximising realisations for creditors.

The position of the Directors

The directors’ and officers’ powers cease automatically upon Liquidation. Consequently, there is
no requirement to file a formal notice of resignation with the Registrar of Companies. There is
however a continuing responsibility to assist the Liquidators and failure to do so is an offence
under the Insolvency Act 1986 and may lead to disqualification proceedings being taken by the
Department for Business, Energy & Industrial Strategy (BEIS).

It is the duty of the Liquidators to report on the conduct of the Company’s officers, in pursuance
of the Company Directors Disqualification Act 1986 (“CDDA”). Any adverse report could result
in any, all, or a number of the Company’s officers being disqualified from acting as a director of
a company for a period of two to fifteen years, depending on the severity of the unfit conduct. A
breach of a disqualification order can result in criminal proceedings, leading to a fine or
imprisonment (or both). The Secretary of State may also then apply for a compensation order to
be made against a disqualified director where the misconduct has caused identifiable loss to
creditors.

The Liquidator must take into consideration breaches of the Insolvency Act 1986 (as amended),
the Company’s Act 2006 (as amended) and any other relevant legislation. With regards to the
Insolvency Act 1986, the Liquidator must consider, inter alia:

 Fraud and fraudulent trading
 Falsification of books and records
 Misfeasance – breaches of fiduciary duties
 Wrongful trading
 Preference payments
 Transactions at an undervalue
 Extortionate credit transactions
 Level of co-operation with the Liquidator

Please note that defending proceedings under the CDDA can be very costly and officers who are
unsuccessful in defending an action may become liable for the costs of BEIS.

Liquidation may give rise to the crystallisation of any personal guarantees or surety that has been
provided. If requested, we will discuss with you any potential personal liability, however it must
be stressed that we are instructed to act in relation to the Company and in order to avoid any
potential conflict of interest we may recommend that you seek separate independent professional
advice as to your personal position.

Liquidation brings only one automatic restriction on the officers of that Company. Under Section
216 of the Insolvency Act 1986, the officers are barred from acting as a director or in the
formation, promotion or management of another business with a name or trading style so similar
as to that of the Company, as to imply association. The purpose of the provision is to ensure that
directors do not open consecutive businesses and benefit from ongoing goodwill at the expense
of creditors. It also seeks to ensure creditors are not duped into providing credit facilities to a
new business, in the belief it is an established company.

There are provisions in the Insolvency (England and Wales) Rules 2016 (Rules 22.1 to 22.7)
which allow exemption from the effects of Section 216 in circumstances where there are genuine
reasons and perhaps benefits for a new company/business to utilise such a name. We will advise
you on the provisions of the Act and provide copies of the appropriate statute, should you
require. We strongly recommend that you seek independent legal advice if you feel the
provisions of Section 216 are likely to apply to you. We have attached in Appendix 6 extracts of
The Insolvency Act 1986 i.e., Sections 216, 217 and 235 and the relevant rules noted above.
Please ensure these are copied to all directors, including any person who might be said to have
acted as a director in the 12 months preceding liquidation, to ensure that these matters are
brought to their attention.

In certain circumstances, the Social Security Act 1998 enables the Secretary of State to serve a
personal liability notice on officers of a company which has accrued liabilities to National
Insurance Contributions and where it appears to them that the failure is due to the fraud or
neglect of the officer. The notice will require the officer to pay the outstanding sum himself with
interest. It is possible to appeal and the burden of proof lies with the Secretary of State to show it
was correct in issuing the Notice. Again. should this occur, we strongly recommend that
directors seek independent professional advice.

Appendix 1 - Our Services

Your Responsibilities

Information

You and your professional advisors will be responsible for providing accurate accounts and
information to be used for the preparation of the Statement of Affairs. We will rely upon the
integrity of the information provided to us by you, the Company accountant and your
professional advisors together with information contained in the Company’s records.

We have previous provided a pre liquidation questionnaire which should be returned completed
as quickly as possible. In particular, you are required to provide a list of all creditors’ names and
addresses and amounts owed to them.

In order to keep our fees to a minimum to ensure that the timetable can be achieved, we may
require you to analyse information and/or produce information that is not currently available.

We shall endeavour to provide you with advance notice of our requirements, and you shall
ensure that our requirements are met on a timely basis.

Additional fees and outlays may arise as a result of difficulties in obtaining information.

Statement of Affairs

You will be required to prepare a Statement of Affairs for the Company and whilst we are
assisting you in the preparation of this document, you nevertheless will be responsible for its
accuracy.

When provided with a draft of the Statement of Affairs it is important that you go through
it in detail and understand it in its entirety. If there are any errors, alterations,
amendments or additions that you wish to make, then you should advise us immediately.

You will be required to verify the contents of the Statement of Affairs by signing a statement of
truth.

This document needs to be delivered to creditors one business day prior to the decision process
and we will need this finalised, signed and provided to me at least 7 days prior to the decision
date so that my firm may ensure this is delivered to creditors.

Chairman of meetings

A director will also be required to chair the shareholders’ general meeting and any virtual or
physical meeting of creditors convened although our staff will be present to help with the
conduct of the various meetings. The Director appointed to be Chairperson/Convenor of the
decision procedure for the creditors nomination for Liquidator is advised to take independent

advice on the validity of proxies received and the amounts for which proofs should be admitted
at those meetings.

Conducting Company affairs

In the period up to the meeting of the shareholders and decision process chosen for the creditors
the Board remains responsible for the conduct of the affairs of the Company and you are under a
duty to preserve its assets and minimise its liabilities. Our letter dated 7 January 2022 details the
action to be taken to protect the Company’s position.

Disposal of assets

No assets should be disposed of, except to the extent necessary to meet essential costs and
expenses of the Company. In the event that material assets are to be sold, these should first be
valued by appropriate independent agents with adequate professional indemnity insurance.

In addition, if any of the directors or any other party connected with the Company is interested in
purchasing the business or any of the Company’s assets, they should seek independent advice. If
assets are disposed of after a copy of the Statement of Affairs has been issued to creditors, then
this information must be disclosed to creditors before the decision date or if there is to be a
virtual meeting it may be presented to the meeting.

Company’s books and records

It is also required that the books and records of the Company, including the statutory records and
any data held on a computer or server, be delivered to our offices prior us sending out the notices
calling the shareholders’ and creditors’ meetings.

General Limitations of Scope

Focus of work

Our Services shall be directed towards implementing the insolvent liquidation of the Company.
We will not carry out any work in relation to establishing the liabilities of the Company prior to
the commencement of the liquidation, and in particular any tax liabilities that may have accrued
up to the date of liquidation.

We would confirm that we are being employed by the Board in respect of the position of the
Company only. We are not employed to give advice to the directors on their own personal
circumstances and should this be required we would advise directors to seek their own
independent legal advice.

It should be specifically noted that we do not give advice in respect of Employment Law of the
Transfer of Undertakings (Protection of Employment) Regulations (TUPE). In this regard you
should seek your own independent legal advice.

The scope of our work will not constitute an audit and we will rely upon the Company to
disclose all matters of significance. Accordingly, we will be unable to and will not express an
audit opinion on the financial position of the Company.

It is possible that a different insolvency practitioner may be the eventual Liquidator appointed to the
Company, should creditors make this decision.

Management Roles

No Re10 Restructuring and Advisory Limited person shall assume any responsibility for the
management or direction of the Company’s affairs prior to the date of liquidation.

Appendix 2 – Our Charges

Basis of our pre appointment fees

Our fees for assisting the director in connection with the preparation of the statement of affairs
and in seeking a decision of the Company’s creditors on the nomination of a Liquidator, as
detailed above and including assistance with the gathering of information for creditors on the
Company’s financial position, will be £6,500 plus VAT and disbursements.

In calculating this fixed fee consideration has been given both to the work to be undertaken,
availability of resources and costs incurred in similar cases dealt with by the practice. It is
considered that the proposed fixed fee is an appropriate, reasonable and commensurate reflection
of the work to be carried out.

If this fee is not paid prior to the winding-up of the Company, approval will be sought from
creditors to pay this fee as an expense of the liquidation.

It is clearly understood that these services are requested and given for the benefit of the creditors
of the Company.

Payment of our pre appointment fees

We shall render an invoice to cover our fees on receipt of the signed engagement letter. Our fees
shall be paid by you in full prior to the date set for the commencement of the liquidation. The
fees will not cover the time costs incurred in the post liquidation period.

Failure to pay our fees shall be a fundamental breach of the Services contract.

Post appointment fees

Once appointed as Liquidator we confirm that we will be seeking a resolution from creditors for
remuneration to be based on the time-costs properly incurred in dealing with this matter and will
be paid from the assets of the Company.

Details of our current charge-out rates and our basis for charging disbursements are set in our General
Terms of Business set in Appendix 3.

Appendix 3 – General Terms of Business

General Terms of Business

These General Terms of Business apply to the delivery of services by Re10 Restructuring and Advisory Limited to a client pursuant to a
letter enclosing these General Terms of Business and recording the engagement (“the Engagement Letter”).

Definitions

The meanings of the following words and phrases which are widely used in these General Terms of Business shall be as set out below:

Services – the services to be delivered by us under the Engagement Letter.

Re10 Restructuring and Advisory Limited or we (or derivatives) – the Re10 Restructuring and Advisory Limited contracting party
as identified by the Engagement Letter.

You (and derivative) – the addressee (or addressees) of the Engagement Letter.

Services Contract – these General Terms of Business and the Engagement Letter, together with any documents or the other terms
applicable to the Services (“Additional Terms”) to which specific contractual reference is made in the Engagement Letter.

Re10 Restructuring and Advisory Limited Persons – the Re10 Restructuring and Advisory Limited contracting party, each and all of
our partners, members, directors, employees and agents, as the case may be, together with any other body or entity controlled by us or
owned by us or associated with us and each of its partners, members, directors, employees and agents and “Re10 Restructuring and
Advisory Limited Person” shall mean any one of them.

Partners – Any Re10 Restructuring and Advisory Limited Person having the title “partner” (whatever that Re10 Restructuring and
Advisory Limited Person’s legal status)

Other Beneficiaries – any and each person or organization identified in the Engagement Letter (other than you) as a beneficiary of the
Services or any product thereof.

These definitions shall apply wherever these words and phrases are used in the Services Contract.

Our services and responsibilities

The Engagement Letter shall set out the Services to be delivered by us and associated matters. These General Terms of Business
shall be subject to variation if required in the Engagement Letter.

The Services shall be subject delivered with reasonable skill and care.

Where individuals to be involved in delivering the Services are named in the Engagement Letter, we shall use reasonable endeavors
to ensure that they are so involved. We may substitute those identified for others of equal or similar skills but we shall consult you
before doing so.
Re10 Restructuring and Advisory Limited employs staff in both the UK and India. On appointment the office holder reserves the
right to use staff in either jurisdiction, as appropriate, based on the complexity of the matter and to ensure the most time and cost-
efficient service is provided.
The office holder confirms that he/she will use staff with the appropriate level of expertise and experience for the type of work being
undertaken in the engagement.

We may require sensitive information concerning your business or affairs in the course of delivering the Services (“Confidential
Information”). In relation to Confidential Information we shall comply with the confidentially standards of our regulatory body, the
,QVWLWXWH RI &KDUWHUHG $FFRXQWDQWV LQ (QJODQG DQG :DOHV and we shall adhere to the confidentiality restrictions imposed on us by
any other authority in the United Kingdom with whose requirements we are bound to comply, as well as any obligations imposed
on us by English Law. We shall be entitled to comply with any requirement of English law, of our regulatory body or any other
authority in the United Kingdom with whose requirements we are bound to comply so disclose Confidential Information. This
clause shall not apply where Confidential Information properly enters the public domain. This clause shall not prohibit our disclosure
of Confidential Information where we wish to disclose it to our professional indemnity insurers or advisors, in which event we may
do so in confidence only. For the purposes of marketing or publishing or selling our services we may wish to disclose that we have
performed work (including the Services) for you, in which event we may identify you by your name and we may indicate only the
general nature or category of such work (or of the Services) and any details which have property entered the public domain.

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5. We may supply written advice or confirm oral advice in writing or deliver a final written report or make an oral presentation on
completion of the Services. Prior to completion of the Services we may supply oral, draft or interim advice or reports or presentations
but in such circumstances our written advice or our final written report shall take precedence. No reliance shall be placed by you
on any draft or interim advice or report or any draft or interim presentation. Where you wish rely on oral advice or on an oral
presentation made on completion of the Services, you shall inform and we shall supply documentary confirmation of the adv cc
concerned.

6. We shall not be under any obligation in any circumstances to update any advice, report or any product of the Services, oral or
written, for events occurring after the advice, report or product concerned has been issued in final form.

7. Any product of the Services released to you in any form or medium shall be supplied by us on the basis that it is for your benefit and
information only and that, save as may be required by law or by a competent regulatory authority (in which case you shall inform as
in advance), it shall not be copied, referred to or disclosed, in whole (save for your internal purpose) or in part, without our prior
written consent. The Services shall be delivered on the basis that you shall not quote our name or reproduce our logo in any form or
medium without prior written consent. You may disclose in whole any product of the services to your legal and other professional
advisers for the purpose of your seeking advice and relation to the Services, provided that when doing so you inform them that

· disclosure by them (save for their own internal purposes) is not permitted without our prior written consent, and
· to the fullest extent permitted by law we accept no responsibility or liability to them in connection with the Services.

8. Any advice, opinion, statement of expectation, forecast or recommendation supplied by us as part of the Services shall not amount
to any form of guarantee that we have determined or predicted future events or circumstances.

Ownership

9. We shall retain ownership of the copyright and all other intellectual property rights in the product of the Services, whether oral or
tangible and ownership of our working papers. You shall acquire ownership of any product of the Services in its tangible form on
payment of our Charges for any such product. For the purposes of delivering services to you or other clients, we and other Re10
Restructuring and Advisory Limited Persons shall be entitled to use, develop or share with each other knowledge, experience and
scales of general application gained through performing the Services.

Our charges

10. We shall render invoices in respect of the Services comprising fees, outlays and VAT thereon (where appropriate), plus any overseas
taxes that might be payable thereon or deductible there from (“our Charges”). Details of our Charges and any special payment term
shall be set out in the Engagement Letter. Our fees shall be based on the degree of responsibility of our partners, members, directors,
employees or agents as the case may be involved in delivering the Services, their scale and time spent by them in performing them
and the nature and complexity of them. Outlays will include both directly incurred costs and an amount, equal to 3.5% of the value
of time, to cover incidental expenses which are not charged directly to the engagement. Our Charges may differ from estimates or
quotations that may have been supplied, which shall be provisional only.

11. In return for the delivery of the Services by us, you shall pay our Charges (without any right of set-off), on presentation of our
invoice or at such other time as may be specified in the Engagement Letter.

11.1 We may charge interest on any outstanding balances at the statutory rate from time to time in force (this rate applying after as well
as before any court award or judgment in our favor in respect of outstanding balances). If interest is charged, a daily rate of interest
will be calculated, applied and payment will be due. Any payments received will be offset in the first instance against interest due
before being applied to reduce any principal sum due.

11.2 If the Services Contract is terminated or suspended, we shall be entitled to payment for outlays incurred to that time and to payment
of fees for work done, plus VAT thereon (where appropriate). Our fees for work done shall in this event be calculated by references
to our rates at the time of performance of our work on the basis set out in clause 10.

11.3 Where there is more than one addressee of the Engagement Letter, unless provision is made in the Engagement Letter for payment
of our Charges by one of you or by a third party, all of you shall each be fully liable separately to pay our Charges as well as being
so liable together as a group and we shall be entitled to call upon any of you and all of you for payment in full.

11.4 We will provide you with details of the charges incurred as matters progress in accordance with a schedule that we will agree with
you. This may be monthly, quarterly or such frequency as is appropriate in the circumstances. Separately, we may also deliver
accounts covering significant disbursements incurred on your behalf.

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11.5 Unless the Engagement Letter specifies otherwise, details of our client account into which payment in settlement of our account
should be made are as follows:

Re10 Restructuring and Advisory Limited National Westminster Bank Plc
Orpington Branch
235 High Street Orpington
Kent BR6 0NS

Account Number: 80679714 Sort Code: 60 -16- 03
11. 6 In many cases we will require a payment or payments on account of costs and Disbursements. If you are non-domiciled in the

United Kingdom, it may be possible for you to make any such payment into an account outside the United Kingdom. You should
discuss this with the partner concerned.

Your responsibilities

12. Notwithstanding our duties and responsibilities in relation to the Services, you shall retain responsibility and accountability for

12.1 the management, conduct and operation of your business and your affairs.
12.2 Deciding on your use of, choosing to what extent you wish to relay on, or implementing advice or recommendations or other

product of the services supplied by us.
12.3 Making any decision affecting the Services, any product of the Services, your interests or your affairs.
12.4 The delivery, achievement or realization of any benefits directly or in directly related to the Services which require

implementation by you.

13. Where you require us or the nature of the Services is such that it is likely to be more sufficient for us to perform work at your
premises or using your computer systems or telephone networks, you shall ensure that all arrangements are made for access, security
procedure, virus checks, facilities, licenses or consents as may be required (without cost to us).

14. You shall not, directly, or indirectly, solicit the employment of any of our partners, members, directors, or employees, as the case
may be, involved in performing the Services while the Services are being performed or for a period of 3 months following their
completion or following termination of the Services Control, without our prior written consent. This probation shall not prevent you
at any time from running recruitment advertising campaigns nor from offering employment to any of our partners, members, directors
or employees, as the case may be, who may respect to any such campaign.

Information

15. To enable us to perform the Services, you shall supply promptly all information and assistance and all access to documentation in
your possession, custody or under your control and to personnel under your control where required by us. You shall use your best
endeavors to procure these supplies where not in your possession or custody or under your control. You shall inform us of any
information or developments which may come to your notice and which might have a bearing on the Services. You shall supply
information in response to our enquires (if any) to enable us to comply with our statutory responsibilities to make disclosures to
relevant authorities in respect of money laundering and any other oriental activity that we may encounter during performance of the
Services and any such disclosures may include Confidential Information.

16. We may rely on any instructions or requests made or notices given or information supplied, whether orally or in writing, by any
person whom we know to be or reasonably believe to be authorized by you to communicate with us for such purposes. We may
communicate with you by electronic mail where any such person with us to do so, on the basis that in consenting to this method of
communication you accept the inherent risks (including the security risks of interception of or unauthorized access to such
communications, the risks of corruption of such communication and the risks of viruses or other harmful devices) and that you shall
perform virus checks.

17. We may receive information from you or from other sources in the course of following the Services.

To the fullest extent permitted by law, we shall not be liable to you for any loss or damage suffered by you arising from fraud,
misrepresentation, withholding of information material to the Services or other default relating to such material information,
whether on your part or that of the other information sources, unless such fraud, misrepresentation, withholding or such other default
in evident to us without further enquiry.

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18. In clauses 18 to 24 the following definitions shall apply:

· “the Engagement Team” shall mean, collectively or individually, Re10 Restructuring and Advisory Limited Persons (excluding
cooperate bodies, entitles or firms) who in or are involved in delivering the Services.

· “Other Re10 Restructuring and Advisory Limited Person(s)” shall mean, collectively or individually, Re10 Restructuring and
Advisory Limited Persons who are not members of the Engagement Team.

· “Barriers” shall mean safeguards designed to facilitate the protection of such client’s interests and may include (for example):
separate terms, their geographical and operational separation and/or access controls over data, companies’ servers and
electronic mail systems.

19. The Engagement Team shall not be required, expected or deemed to have knowledge of any information known to Other Re10
Restructuring and Advisory Limited Persons which is not known to the Engagement Team.

20. The Engagement Team shall not be required to make use of or to disclose to you any information, whether known to them personally
or known to Other Re10 Restructuring and Advisory Limited Persons, which is confidential to another client.

21. Re10 Restructuring and Advisory Limited Persons may be delivering services to, or be approached to deliver services to, another
party or parties who have or have interests which compete or conflict with yours (a “Conflicting Party” or “Conflicting Parties”).

22. Re10 Restructuring and Advisory Limited Persons are and shall remain free to deliver services to Conflicting Parties, except that
where the interests of the Conflicting Party conflict with yours specifically and directly in relation to the subject matter of the
Services:

· the Engagement Team shall not deliver services to the Conflicting Party; and

· Other Re10 Restructuring and Advisory Limited Persons may only deliver services to the Conflicting Party where appropriate
Barriers are put in place. The effective operation of such Barriers shall constitute sufficient steps to avoid any real risk of a
breach of our duty of confidence to you.

We seek to identify Conflicting Parties in the circumstances set out in this clause 22. If you know or become aware that a Re10
Restructuring and Advisory Limited Person is advising or proposing to advice such a Conflicting Party, you shall inform us promptly.

23. Without limiting the general applicability of clause 22, the following are examples of specific circumstances in which Re10
Restructuring and Advisory Limited Persons may deliver services to a Conflicting Party or Conflicting Parties:

· where at any time during performance of the Services, you are an employee (including a director) and a Re10 Restructuring and
Advisory Limited Person is delivering services to your employer, in which case Other Re10 Restructuring and Advisory Limited
Persons shall be entitled to deliver services to your employer, or

· where an Other Re10 Restructuring and Advisory Limited Person is appointed to hold an office in his capacity as an insolvency
practitioner (licensed under insolvency legislation or otherwise) in respect of a person or at an organization who or which is or
subsequently becomes in conflict with you, in which case such Other Re10 Restructuring and Advisory Limited Person shall
be entitled to act at any time in that capacity, or

· where Other Re10 Restructuring and Advisory Limited Persons are asked to deliver services (the “Other Services”) to
Conflicting Party (where existence may or may not be known to you) who is actually or potentially interested in acquiring the
same or a similar interest in the subject matter of a transaction to which both the Other Services and the and the Services relate
(for example, where you and the Conflicting Party are both interested in acquiring a company, asset or operation which has
been put up for sale by auction), in which case Other Re10 Restructuring and Advisory Limited Persons shall be entitled to
deliver the Other Services to the Conflicting Party.

24. Where a party has engaged us to deliver services before you have done so and subsequently circumstances change, we may consider
that, even with Barriers operating, your interests are likely to be prejudiced and we may not be satisfied that the situation can be
managed. In that event we may have to terminate the Services Contract and we shall be entitled to do so on notice taking effect
immediately on delivery but we shall consult you before we take that step.

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The Services Contract

25. The Services Contract sets out the entire agreement and understanding between us in connection with the Services and supersedes
any prior agreements; understandings, arrangements, statements or representations (unless made fraudulently) relating to the
Services. Any modifications or variations to the Services Contract must be in writing and signed by a representative of each of us.
In the event of any inconsistency between the Engagement Letter and any other elements of the Services Conflict, the Engagement
Letter shall prevail. In the event of any Inconsistency between these General Terms of Business and Additional Terms that may
apply, the Additional Terms shall prevail. Nothing in the Services Contract shall operate to exclude any liability which we would
otherwise have to you in respect of any statements made by us fraudulently prior to the date of the Services Contract.

Third party rights

26. The Services Contract shall not create or give rise to, nor shall it be intended to create or give rise to, any third party rights. No
third party shall have any right to enforce or rely on any provision of the Services contract which does or may confer any right or
benefit on any third party, directly or indirectly, expressly or impliedly. The application of any legislation giving to or conferring
on third parties contractual or other rights in connection with the Services Contract shall be excluded. No Re10 Restructuring and
Advisory Limited Person shall be deemed to be a third party for the purposes of this clause.

Circumstances beyond your or our control

27. Neither of us shall be in breach of our contractual obligations nor shall either of us incur any liability to five other if we or you are
unable to comply with the Services Contract as a result of any cause beyond our or your reasonable control. In the event of any such
occurrence affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the other, who shall have the
option of suspending or terminating the operation of the Service Contract on notice taking effect immediately on delivery.

28. Failure by any of us to exercise or enforce any rights available to us shall not amount to a waiver of any rights available to either of
us.

29. Neither of us shall have the right in assign the benefit (or transfer the burden) of the Services Controls to another party without the
written consent of the other of us.

30. Subject to clause 39, we shall have the right to appoint sub-contractors to assist us in delivering the services but where any such sub-
contractor are not Re10 Restructuring and Advisory Limited Persons we shall consult you before doing so. Where we appoint sub-
contractors under this cause, we may share Confidential Information with them and for all purposes in conduction with the Services
Contract we shall accept responsibility for their work which shall be deemed to be part of the services.

Limitations on our liability

31. Our liability in connection with the Services shall be limited in accordance with this clause 31. In the particular circumstances of the
Services set out in the Engagement Letter and subject to clause 33 and clause 34 below.

· the aggregate liability to you and Other Beneficiaries of each and all Re10 Restructuring and Advisory Limited Persons.

· in contract or under stature or otherwise,

· for any loss or damage suffered by you (or by any such other party) arising from or in Connection with the Services.

· however, the loss or damages is caused, including our negligence but not our fraud or other deliberate breach of duty.

· shall be limited to the amount specified in the Engagement Letter, or if no amount is specified there, to £1 million.

32. Where there is more than one beneficiary of the Services (“Beneficiary”) the limitation on our liability agreed under clause 31 to
each Beneficiary shall be apportioned by them amongst them. No Beneficiary shall dispute or challenge the validity, enforceability
or operation on clause 31 on the ground that no such appointment has been so agreed or on the ground that the aroused share of the
limitation amount apportioned to any Beneficiary is unreasonably law. In this clause 32 “Beneficiary shall include you and Other
Beneficiaries.

33. Subject always to the aggregate limitations on our liability in clause31 above, the following provisions shall govern the extent of
our liability to you and to any Other Beneficiaries for any loss or damages suffered by you (or by any such other party) other party
arising from or in connection with the Services:

33.1 The liability of Re10 Restructuring and Advisory Limited Persons shall be limited to that proportion of the total loss or
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damage, after taking in to account your contributory negligence (if any) and/or of any Other Beneficiaries, which is just and
equitable having regard to the extent of the responsibility of Re10 Restructuring and Advisory Limited. Persons for the loss
or damage concerned (“the Re10 Restructuring and Advisory Limited Proportion”) and the extend of responsibility of any
other party also responsible or potentially responsible (“Another Liable Party”).

33.2 For the purposes of determining the Re10 Restructuring and Advisory Limited Proportion,

· no account shall be taken of Another Liable Party having ceased to exist, having ceased to be liable, having had imposed
an agreed limit on its liability on being impecunious or for other reasons unable to pay.

· in any relevant court proceedings brought against us by you or Other Beneficiaries (“the Claimant”) on request by us, the
Claimant shall join Another Liable Party to any such proceedings against us, unless doing so is prohibited by law and
on the basis that, provided that the court determines that the conduct of the Claimant has been reasonable both before
the proceedings and during them, we shall not resist an application to the court by the Claimant that we (rather than the
Claimant) should bear the reasonable costs awarded (if any) against the Claimant in respect of any such joiner of Another
Liable Party to proceedings.

33.3 Where despite the provisions of this clause 33 the extent of the Re10 Restructuring and Advisory Limited Proportion is not
determined, the question shall be referred on request to an expert, to be appointed by agreement or by the President of The
Law Society of England and Wales, who shall not as an expert and not as an arbitrator and whose decision on the Re10
Restructuring and Advisory Limited Proportion shall be final and enforcement in satisfaction of any prior judgment.

34. We accept the benefit of the limitations in clauses 31, 32 and 33 above on our own behalf and as agent and trustee for each and all
other Re10 Restructuring and Advisory Limited Persons who may or might have been involved in delivering the Services.

35. This clause shall apply to claims arising from or under the Services Contract,

35.1 You and Other Beneficiaries shall not bring any claim against any Re10 Restructuring and Advisory Limited Person other
than the Re10 Restructuring and Advisory Limited contracting party in respect of loss or damage suffered by you or by Other
Beneficiaries arising out of or in connection with the Services. This restriction shall not operate to limit or exclude the liability
of the Re10 Restructuring and Advisory Limited contracting party as a firm or company for the acts or omissions of any other
Re10 Restructuring and Advisory Limited Person.

35.2 Any claim from you or Other Beneficiaries in respect of loss or damage suffered as a result of arising from or its connection
with the Services Contract, whether in contract or tort or under statute or otherwise, must be made.

· where Services have been delivered, within four years of the date on which the work giving rise to the claim was performed
· If the Services Contract has been terminated, within four years of the date of termination (subject to the bullet paint above)
· if the loss or damage is suffered as a result of arising from or in connection with our unauthorized disclosure of Confidential

Information, within four years of the date on which the unauthorized disclosure took place and in any of these cases that
shall be the date when the earliest cause of action (in contract or under statue or otherwise) shall be deemed to have
accursed in respect of the relevant claim. For the purposes of this clause a claim shall be made when court or other disputed
resolution proceedings are commenced.

Third parties

36. If you breach any of your obligations under the Services Contract there is any claim made or threatened against us by a third party,
you shall compensate us and reimburse us for and protect us against any loss, damage, expense, or liability incurred by us which
results from or arises from or is connected with any such breach and any such claim. If any payment is made by you under this
clause you shall not seek recovery of that payment from us at any time. In this clause “us” shall include all Re10 Restructuring and
Advisory Limited Persons and “you” shall include Other Beneficiaries.

Termination

37. Each of us can terminate the Services Contract or suspend its operation by giving 30 days’ prior notice to the other at any time.
Termination or suspension under this clause shall be without prejudice to any rights that may have accrued for neither of us before
termination or suspension and all sums due to us shall become payable in full when termination or suspension takes effect.

38. The following clauses of these General Terms of Business shall survive expiry or termination of the Services Contract clauses 4, 5,
6, 7, 8, 9, 12, 14, 17, 19, 20, 21, 22, 23, 24, 25, 26, 28, 29, 31, 32, 33, 34, 35, 36, 38, 39, 40, 41, 42, 43, 44, 45, 46.

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39. The processing of personal data is regulated in the UK by the General Data Protection Regulation EU 2016/679, as supplemented
by the Data Protection Act 2018, together with other laws which relate to privacy and electronic communications. In this clause,
we refer to these laws as "Data Protection Law". In providing our services, we act as an independent controller and are, therefore,
responsible for complying with Data Protection Law in respect of any personal data we process in providing our services to the
Company. Our privacy statement, as contained General Terms of Business set in appendix 3 to this letter, and which can also be
accessed at www.re10.co.uk\privacypolicy , explains how we process personal data. The Company is also an independent controller
responsible for complying with Data Protection Law in respect of the personal data you process and, accordingly, where you disclose
personal data to us you confirm that such disclosure is fair and lawful and otherwise does not contravene Data Protection Law.
Terms used in this clause bear the same meanings as are ascribed to them in Data Protection Law.

· Any personal data that the Practice may hold about individuals will be kept safe, secure and confidential. However, the Practice
may share information with the following:

(a) Any of the third parties consulted by the Practice either specifically in connection with this engagement or generally in
support of our office administration, but only on the strict understanding that your information will be kept confidential;
and

(b) If we are under a duty to give the information, or if required by law

· We shall answer your reasonable enquires to enable you to monitor our compliance with this clause and we shall not sub-
contract our proceedings of personal data (unless to Re10 Restructuring and Advisory Limited Persons) without your prior
written consent.

Notices

40. Any notice to you or us delivered under the Services Contract shall be in writing and delivered by pre-paid first class post (or pre-
paid overseas equivalent) to or left at our respective addresses appearing in the Engagement Letter (or such other address as may be
notified in writing). Notices delivered by post shall be deemed to have arrived

· where posted from and to addresses in the UK, on the second working day and

· where posted from or to addresses overseas, on the tenth working day following the date of posting

Severability

41. Each clause or term of the Services Contract constitutes a separate and independent provision. If any of the provisions of the Services
Contract are judged by any court or authority of competent jurisdiction to be void or unenforceable, the remaining provisions shall
continue in full force and effect.

Capacity

42. You agree to and accept the provisions of the Services Contract on your own behalf and as agent for Other Beneficiaries. You shall
procure in such circumstances that any Other Beneficiaries shall act on the basis that they are a party to the Services Contract, as if
they had each signed a copy of the Engagement Letter and agreed to be bound by it. However, you alone shall be responsible for
payment of our Charges.

43. We accept your agreement to and acceptance of the terms of the Services Contract (save for clauses 31, 32 and 33 above) on our
own behalf and in so doing we confer benefits on each and all other Re10 Restructuring and Advisory Limited Persons.

Law and jurisdiction

44. The Services Contract shall be subject to and governed by English law and all disputes arising from or under the Services Contract
shall be subject to the exclusive jurisdiction of the English courts.

Identification and Money Laundering Rules
45. In order to comply with the Money Laundering Rules, we are required to identify new clients.

You will be provided separately with a request for certain document which we require before we are able to commence work for
you. In addition, we may carry out independent enquires to satisfy the requirements of Money Laundering Rules.

Please note that the Money Laundering Rules require us to disclose certain matters to SOCA in certain circumstances without
reference to you. You acknowledge and accept our legal obligation in this regards. Our duty of confidentiality is subject to this

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obligation.

Time recording policy and charging rates

46. Our usual approach to charging is to assess the cost of the work done by reference to the time engaged on your work and our
standard hourly rates current at the time that the work is done.

46.1 We record time in six-minute units and if time recorded on any occasion is less than six or a multiple of six minutes then it is
rounded up to six or a multiple of six minutes, respectively. Time spent on preparing the Engagement Letter, compliance with
the Money Laundering Rules and other similar matters is chargeable as part of our engagement.

46.2 The hourly rate is an “all-in” figure which includes the profit element and is used in the majority of cases. In certain circumstances
a higher rate may be agreed with you and applied when factors such as the nature of the transaction, its complexity, value and
importance to you, and the degree, to which we have to give priority to your work over that for other clients, will be taken into
account.

46.3By way of indication, the ranges of our current standard hourly rates are:

Grades Rates
Partner £650
Senior Manager £320
Manager £260
Assistant Manager £200
Senior Supervisor £175
Supervisor £150
Office Executive £120
Office Assistant £100

46.4In some transactions a third party may be liable to you to pay or contribute to your costs. As our client you are none the less
responsible for our cost. We will account to you for any sum that is received from the third party.

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Appendix 4 – Options

If your Company has debt problems, there are a number of possible alternatives that can help you
to manage them. As discussed, we have briefly summarised the advantages and disadvantages of
each option in the light of your Company's circumstances:

1. DOING NOTHING

Advantages

 No formal insolvency process entered
 Maintain reputation of Company and value of any goodwill
 Directors maintain control of the Company

Disadvantages

 Any creditor may seek to wind-up the Company
 Any execution or distress may occur
 Risk of trading whilst insolvent - directors personally liable for any losses
 Directors may be disqualified from acting as a director for up to 15 years if they traded

whilst insolvent

2. INFORMAL ARRANGEMENT

Advantages

 No formal insolvency process entered
 Maintain reputation of Company and value of any goodwill
 Directors maintain control of the Company

Disadvantages

 Agreement not binding
 Any creditor may seek to wind-up the Company
 Any execution or distress may occur
 Risk of trading whilst insolvent - directors personally liable for any losses
 Directors may be disqualified from acting as a director for up to 15 years if they traded

whilst insolvent

3. RE-FINANCING

Advantages

 No formal insolvency process entered
 Maintain reputation of Company and value of any goodwill
 Directors maintain control of the Company

Disadvantages

 May require some form of personal guarantee from the directors and/or the granting of
specific security over one or more of the Company’s assets

 Depending on co. history the availability of a re-financing solution may be restricted
depending on the Company’s past credit history, the willingness of the directors to guarantee
any borrowing, whether the Company has any free assets to offer as security and the amount
of secured borrowing it already has.

4. SALE

Advantages

 Strong brand identity or intellectual property
 Sale including the liabilities

Disadvantages

 Marketing and lead time to find a purchaser
 Continuing deterioration of the situation
 Purchaser may not be willing to take on the liabilities

5. ADMINSTRATION

Advantages

 Moratorium will ease creditor pressure
 An Administration (ADM) is designed to hold a business together while plans are formed

either to put in place a financial restructuring to rescue the Company, or to sell the business
and assets to produce a better result for creditors than a liquidation. Administration can also
be used where neither of these objectives can be achieved, simply as a mechanism to
liquidate assets and distribute the proceeds to secured or preferential creditors, but this is not
the primary purpose of the law.

Disadvantages

 Once an administrator is appointed he takes over the running of the Company from the
directors and is responsible for any decision to continue or discontinue trading and he has
control over how the Company and/or its assets are disposed of.

 The ability to continue trading depends on the availability of funds for working capital

6. COMPANY VOLUNTARY ARRANGEMENT

Advantages

 Enables Company to compromise debts owed
 Binds all creditors

 Flexible
 Directors retain control of the Company
 Once the arrangement is successfully concluded the Company remains in the control of its

existing members and management
 Company able to continue to trade without adverse publicity

Disadvantages

 No moratorium available unless small co. or you go into administration first
 Need to ensure that the issues leading to insolvency have been addressed otherwise the CVA

will fail
 HMRC will require all returns to be up to date before considering

7. MEMBERS' VOLUNTARY LIQUIDATION

Advantages

 A way to distribute the assets of the Company to members
 No investigation into the conduct of the directors

Disadvantages

 Company must be solvent

8. CREDITORS' VOLUNTARY LIQUIDATION

Advantages

 Directors of an insolvent Company can voluntarily take steps to wind up the Company
 Limiting ongoing liability for trading whilst insolvent.

Disadvantages

 The Company will no longer be able to trade except as an orderly wind down
 The Liquidator will take control of the assets

9. COMPULSORY LIQUIDATION

Advantages

 Directors of an insolvent Company can voluntarily take steps to wind up the Company
 Limiting ongoing liability for trading whilst insolvent.

Disadvantages

 Compulsory Liquidation (WUC) is the process where the court orders that the Company is
wound up

 Official Receiver is initially appointed Liquidator although he may subsequently be replaced
by an insolvency practitioner

 Once appointed, the Liquidator takes control of the Company from the directors
 The Company to cease trade except for an orderly wind down
 Increased costs deducted from realisations

10. RATIONALE FOR CVL

The above options were discussed with the directors and the directors have confirmed they wish
to enter into a CVL for the following reasons:

1. The Company is insolvent
2. The cash-flow is insufficient to consider trading in and Administration until a buyer has

been found
3. The Company’s projected cash-flow is insufficient to support a CVA
4. The value of the assets is insufficient to consider a pre-pack sale appropriate
5. There is no possibility of an injection of cash from either the directors or third party funders
6. If the Company entered compulsory liquidation the assets will be substantially reduced by

the secretary of state administration fee.

Appendix 5 – CVL process

Provision of Information

 In order to initiate the processes to place the company into liquidation you will be
responsible for providing the pre-liquidation questionnaire.

 The Board will nominate a director to act on its behalf during the process (the “Nominated
Director”)

Shareholders’ Meeting

 A shareholders’ meeting must be convened to place the company into liquidation.
 The Nominated Director will be responsible for signing the relevant notices and we will be

responsible for ensuring that the notices are circulated to members.

Deemed Consent Procedure

 The Nominated Director will sign the relevant notices and we will be responsible for
ensuring that the notices are circulated to all creditors.

 It may also be considered necessary to advertise and the Nominated Director will be
responsible for signing the notice to be advertised.

 The Nominated Director will also be responsible for reviewing any objections to the deemed
consent procedure received or requests for a physical meeting.

 When considering objections or requests an assessment will need to be made about the
amount of the claim of the creditor objecting to the process or requesting a meeting

 It may be appropriate for the Nominated Director to obtain independent assistance in
determining the authenticity of a prospective participant’s authority or entitlement to
participate and the amount for which they are permitted to do so, in the event these are
called into question.

 We will provide guidance with the process.
 A record of the decision will need to be signed by the Nominated Director.

Statement of Affairs (SofA)

 You will be responsible for providing accurate information and signing the Statement of
Affairs.

 This document needs to be delivered to creditors one business day prior to the decision
process and we will need this finalised, signed and provided to me before the notice to
creditors is circulated to ensure this is delivered to creditors within the prescribed timeframe.

Material Transaction

 The directors of the Company must cause a report, written or oral, to be made to the
creditors if, after you have provided the SofA, you then dispose of any of the assets of the
Company.

 You will need to notify us immediately if such a situation arises.
 This report will be presented to the meeting.

Objections and requests for meeting

 As detailed above it will be the Nominated Director’s responsibility to review claims to
assess whether the threshold for convening a physical meeting has been met.

 It may be appropriate for the Nominated Directors to obtain independent assistance in
determining the authenticity of a prospective participant’s authority or entitlement to
participate and the amount for which they are permitted to do so, in the event these are
called into question.

 Where the threshold has been met by creditors either objecting to the deemed consent
process or requesting a physical meeting then it will be necessary to convene a physical
meeting and the deemed consent will be superseded by the physical meeting.

Physical Meeting

 If the above thresholds are met the decision procedure will be stopped and a physical
meeting will need to be convened to place the company into liquidation. The Nominated
Director will be required to sign the relevant notices for the process and we will be
responsible for ensuring that the notices are circulated to all creditors.

 It will be necessary to advertise the physical meeting and the Nominated Director will be
responsible for signing the notice to be advertised.

 It may be appropriate for the Nominated Director to obtain independent assistance in
determining the authenticity of a prospective participant’s authority or entitlement to
participate and the amount for which they are permitted to do so, in the event these are
called into question

 We will provide guidance with the process
 The Nominated Director will be the Chair of the virtual meeting, however, one of the firms

nominated Insolvency Practitioners or a person experienced in insolvency matters will
conduct the meeting on your behalf
 A record of the decision will need to be signed by the Nominated Director.

Appendix 6 – Sections 216, 217 & 235

SECTION 216 INSOLVENCY ACT 1986

(1) This section applies to a person where a company (“the liquidating company”) has gone
into insolvent liquidation on or after the appointed day and he was a director or shadow
director of the company at any time in the period of 12 months ending with the day before
it went into liquidation.

(2) For the purposes of this section, a name is a prohibited name in relation to such a person
if—

(a) it is a name by which the liquidating company was known at any time in that period
of 12 months, or

(b) it is a name which is so similar to a name falling within paragraph (a) as to suggest
an association with that company.

(3) Except with permission of the court or in such circumstances as may be prescribed, a
person to whom this section applies shall not at any time in the period of 5 years beginning
with the day on which the liquidating company went into liquidation—

(a) be a director of any other company that is known by a prohibited name, or

(b) in any way, whether directly or indirectly, be concerned or take part in the
promotion, formation or management of any such company, or

(c) in any way, whether directly or indirectly, be concerned or take part in the carrying
on of a business carried on (otherwise than by a company) under a prohibited name.

(4) If a person acts in contravention of this section, he is liable to imprisonment or a fine, or
both.

(5) In subsection (3) “the court” means any court having jurisdiction to wind up companies;
and on an application for permission under that subsection, the Secretary of State or the
official receiver may appear and call the attention of the court to any matters which seem
to him to be relevant.

(6) References in this section, in relation to any time, to a name by which a company is known
are to the name of the company at that time or to any name under which the company
carries on business at that time.

(7) For the purposes of this section a company goes into insolvent liquidation if it goes into
liquidation at a time when its assets are insufficient for the payment of its debts and other
liabilities and the expenses of the winding up.

(8) In this section “company” includes a company which may be wound up under Part V of
this Act.

SECTION 217 INSOLVENCY ACT 1986

(1) A person is personally responsible for all the relevant debts of a company if at any time—

(a) in contravention of section 216, he is involved in the management of the company,
or

(b) as a person who is involved in the management of the company, he acts or is
willing to act on instructions given (without the permission of the court) by a
person whom he knows at that time to be in contravention in relation to the
company of section 216.

(2) Where a person is personally responsible under this section for the relevant debts of a
company, he is jointly and severally liable in respect of those debts with the company and
any other person who, whether under this section or otherwise, is so liable.

(3) For the purposes of this section the relevant debts of a company are—

(a) in relation to a person who is personally responsible under paragraph (a) of
subsection (1), such debts and other liabilities of the company as are incurred at a
time when that person was involved in the management of the company, and

(b) in relation to a person who is personally responsible under paragraph (b) of that
subsection, such debts and other liabilities of the company as are incurred at a time
when that person was acting or was willing to act on instructions given as
mentioned in that paragraph.

(4) For the purposes of this section, a person is involved in the management of a company if
he is a director of the company or if he is concerned, whether directly or indirectly, or takes
part, in the management of the company.

(5) For the purposes of this section a person who, as a person involved in the management of a
company, has at any time acted on instructions given (without the permission of the court)
by a person whom he knew at that time to be in contravention in relation to the company of
section 216 is presumed, unless the contrary is shown, to have been willing at any time
thereafter to act on any instructions given by that person.

(6) In this section “company” includes a company which may be wound up under Part V.

PART 22 PERMISSION TO ACT AS DIRECTOR ETC. OF COMPANY WITH A
PROHIBITED NAME (SECTION 216)

[Note: a document required by the Act or these Rules must also contain the standard contents set
out in Part 1.]

Preliminary
22.1. (1) The rules in this Part—

(a) relate to permission required under section 216 (restriction on re-use of name of company in
insolvent liquidation) for a person to act as mentioned in section 216(3) in relation to a
company with a prohibited name;

(b) prescribe the cases excepted from that provision, that is to say, in which a person to whom
the section applies may so act without that permission; and

(c) apply to all windings up to which section 216 applies.

Application for permission under section 216(3)
22.2. (1) At least 14 days’ notice of any application for permission to act in any of the
circumstances which would otherwise be prohibited by section 216(3) must be given by the
applicant to the Secretary of State, who may

(a) appear at the hearing of the application; and

(b) whether or not appearing at the hearing, make representations.

Power of court to call for Liquidator’s report

22.3. When considering an application for permission under section 216, the court may call on
the Liquidator, or any former Liquidator, of the liquidating company for a report of the
circumstances in which the company became insolvent and the extent (if any) of the applicant’s
apparent responsibility for its doing so.

First excepted case

22.4. (1) This rule applies where

(a) a person (“the person”) was within the period mentioned in section 216(1) a director, or
shadow director, of an insolvent company that has gone into insolvent liquidation; and

(b) the person acts in all or any of the ways specified in section 216(3) in connection with, or for
the purposes of, the carrying on (or proposed carrying on) of the whole or substantially the
whole of the business of the insolvent company where that business (or substantially the
whole of it) is (or is to be) acquired from the insolvent company under arrangements

(i) made by its Liquidator, or
(ii) made before the insolvent company entered into insolvent liquidation by an

officeholder acting in relation to it as administrator, administrative receiver or
supervisor of a CVA.

(2) The person will not be taken to have contravened section 216 if prior to that person acting in
the circumstances set out in paragraph (1) a notice is, in accordance with the requirements of
paragraph (3),

(a) given by the person, to every creditor of the insolvent company whose name and address—

(i) is known by that person, or
(ii) is ascertainable by that person on the making of such enquiries as are reasonable

in the circumstances; and
(b) published in the Gazette.

(3) The notice referred to in paragraph (2)—

(a) may be given and published before the completion of the arrangements referred to in
paragraph (1)(b) but must be given and published no later than 28 days after their
completion;

(b) must contain—

(i) identification details for the company,
(ii) the name and address of the person,
(iii) a statement that it is the person’s intention to act (or, where the insolvent company

has not entered insolvent liquidation, to act or continue to act) in all or any of the
ways specified in section 216(3) in connection with, or for the purposes of, the
carrying on of the whole or substantially the whole of the business of the insolvent
company,
(iv) the prohibited name or, where the company has not entered into insolvent
liquidation, the name under which the business is being, or is to be, carried on
which would be a prohibited name in respect of the person in the event of the
insolvent company entering insolvent liquidation,
(v) a statement that the person would not otherwise be permitted to undertake those
activities without the leave of the court or the application of an exception created
by Rules made under the Insolvency Act 1986,
(vi) a statement that breach of the prohibition created by section 216 is a criminal
offence, and
(vii) a statement as set out in rule 22.5 of the effect of issuing the notice under rule
22.4(2);

(c) where the company is in administration, has an administrative receiver appointed or is
subject to a CVA,

(i) the date that the company entered administration, had an administrative receiver
appointed or a CVA approved (whichever is the earliest), and

(ii) a statement that the person was a director of the company on that date; and

(d) where the company is in insolvent liquidation,

(i) the date that the company entered insolvent liquidation, and
(ii) a statement that the person was a director of the company during the 12 months

ending with that date.

(4) Notice may in particular be given under this rule

(a) prior to the insolvent company entering insolvent liquidation where the business (or
substantially the whole of the business) is, or is to be, acquired by another company under
arrangements made by an office-holder acting in relation to the insolvent company as
administrator, administrative receiver or supervisor of a CVA (whether or not at the time of
the giving of the notice the person is a director of that other company); or

(b) at a time when the person is a director of another company where

(i) the other company has acquired, or is to acquire, the whole, or substantially the
whole, of the business of the insolvent company under arrangements made by its
Liquidator, and

(ii) it is proposed that after the giving of the notice a prohibited name should be
adopted by the other company.

(5) Notice may not be given under this rule by a person who has already acted in breach of
section 216.

Statement as to the effect of the notice under rule 22.4(2)

22.5. The statement as to the effect of the notice under rule 22.4(2) must be as set out below

“Section 216(3) of the Insolvency Act 1986 lists the activities that a director of a company that
has gone into insolvent liquidation may not undertake unless the court gives permission or there
is an exception in the Insolvency Rules made under the Insolvency Act 1986. (This includes the
exceptions in Part 22 of the Insolvency (England and Wales) Rules 2016.) These activities are

(a) acting as a director of another company that is known by a name which is either the same as
a name used by the company in insolvent liquidation in the 12 months before it entered
liquidation or is so similar as to suggest an association with that company;

(b) directly or indirectly being concerned or taking part in the promotion, formation or
management of any such company; or

(c) directly or indirectly being concerned in the carrying on of a business otherwise than
through a company under a name of the kind mentioned in (a) above.

This notice is given under rule 22.4 of the Insolvency (England and Wales) Rules 2016 where
the business of a company which is in, or may go into, insolvent liquidation is, or is to be, carried
on otherwise than by the company in liquidation with the involvement of a director of that
company and under the same or a similar name to that of that company.

The purpose of giving this notice is to permit the director to act in these circumstances where the
company enters (or has entered) insolvent liquidation without the director committing a criminal
offence and in the case of the carrying on of the business through another company, being
personally liable for that company’s debts.

Notice may be given where the person giving the notice is already the director of a company
which proposes to adopt a prohibited name.”

Second excepted case

22.6. (1) Where a person to whom section 216 applies as having been a director or shadow
director of the liquidating company applies for permission of the court under that section not
later than seven business days from the date on which the company went into liquidation, the
person may, during the period specified in paragraph (2) below, act in any of the ways mentioned
in section 216(3), notwithstanding that the person does not have the permission of the court
under that section.

(2) The period referred to in paragraph (1) begins with the day on which the company goes into
liquidation and ends either on the day falling six weeks after that date or on the day on which the
court disposes of the application for permission under section 216, whichever of those days
occurs first.

Third excepted case

22.7. The court’s permission under section 216(3) is not required where the company there
referred to though known by a prohibited name within the meaning of the section

(a) has been known by that name for the whole of the period of 12 months ending with the day
before the liquidating company went into liquidation; and

(b) has not at any time in those 12 months been dormant within the meaning of section 1169(1),
(2) and (3)(a) of the Companies Act(a).

Section 235 Duty to co-operate with office-holder.

(1) This section applies as does section 234; and it also applies, in the case of a company in
respect of which a winding-up order has been made by the court in England and Wales,
as if references to the office-holder included the official receiver, whether or not he is the
Liquidator.

(2) Each of the persons mentioned in the next subsection shall—

(a) give to the office-holder such information concerning the company and its promotion,
formation, business, dealings, affairs or property as the office-holder may at any time
after the effective date reasonably require, and

(b) attend on the office-holder at such times as the latter may reasonably require.
(3) The persons referred to above are—

(a) those who are or have at any time been officers of the company,

(b) those who have taken part in the formation of the company at any time within one
year before the effective date,

(c) those who are in the employment of the company, or have been in its employment
(including employment under a contract for services) within that year, and are in the
office-holder’s opinion capable of giving information which he requires,

(d) those who are, or have within that year been, officers of, or in the employment
(including employment under a contract for services) of, another company which is, or
within that year was, an officer of the company in question, and

(e) in the case of a company being wound up by the court, any person who has acted as
administrator, administrative receiver or Liquidator of the company.
(4) For the purposes of subsections (2) and (3), “the effective date” is whichever is
applicable of the following dates—

(a) the date on which the company entered administration,
(b) the date on which the administrative receiver was appointed or, if he was appointed in
succession to another administrative receiver, the date on which the first of his
predecessors was appointed,
(c) the date on which the provisional Liquidator was appointed, and
(d) the date on which the company went into liquidation.
(5) If a person without reasonable excuse fails to comply with any obligation imposed by this
section, he is liable to a fine and, for continued contravention, to a daily default fine

Pre-Liquidation Questionnaire

HURIYA CARE U.K LTD

This document is designed to help both you and us and gives an indication of the range of information
we require, although not all categories will necessarily be applicable to your business.

If your accounts are computerised, you may find that much of the information requested can be
printed off and attached.

You do not need to wait until all the information is to hand before returning this questionnaire: you can
return parts of it as and when completed. We understand that some details are just not available or
easily obtained. We will always discuss the issues with you personally so that any explanations or
further detail can be provided or clarified.

If you require any assistance, please contact:

Name of Manager: JOHNSON VARUGHESE
Tel: 020 7355 6161

Questionnaire completed by:

Name: SAMIRA DIEF

Position: DIRECTOR

I confirm that the information contained in this questionnaire is true to the best of my knowledge
information and belief.

Signature: __________________________________

Date: __________________________________

Pre-Liquidation Questionnaire Tick here if N/A

Contents Page Completed Not
applicable
General Information 3-4
Professional Advisors 5-6
Assets 7
Debtors 8
Third Party Assets 9
Funding 10-11
Creditors 12
Crown debts 13
Landlords 14
Utilities 15-16
Directors / Senior Management 17
GDPR and personal data 18
Employees 19-20
Pension schedule 21-23
Miscellaneous Questions 24

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General Information

Company name HURIYA CARE U.K LTD

Trading name HURIYA CARE

Previous name

SAME AS REG OFFICE ADD ON COMPANIES HOUSE

Trading address(es)
(If necessary, provide this on the
continuation pages at the back of the
questionnaire)

Company Registration No. 11869979

Nature of business Other residential care activities not elsewhere classified

Date trading commenced 8/3/2019

Date trading ceased Mid Jan 2022

Have dividends been paid in the last No
three years

If yes, then please provide dates and
amounts of the dividends.

Are there any associated Yes
companies? TLPP LTD – 11895467
ICHIGO LTD – 07372649
If yes, please provide its name and
how it is associated with the company. WAS SUPPORTING THE COMPANY THROUGH CASH FLOW ISSUES
SHORT TERM LOANS FOR 1-2 WEEKS WITH NO INTEREST PAYABLE ON TOP

Does the company have the No
following insurance? No
No
Professional Indemnity cover No
Directors Liability cover
General Asset cover
Key man insurance cover

If yes, please provide details.

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Company Secretary
Name

Address

Telephone From to
Appointment

Shareholders No
Are shareholder details the same as ANTHONY BANKS BOUGHT 35% SHARES IN SEPTEMBER 2021
the last return filed at Companies
House

If no, please provide details of any
changes since the last annual return
(including new addresses)

Is there a Shareholder Agreement in Yes
place? SUPPLIED – NOT SIGNED COPY. SAMIRA HAS REQUESTED THE
SIGNED COPIES FROM ANTHONY SINCE SEPTEMBER 3 TIMES BUT
If yes, please supply copy of HE HASN’T SENT IT.
Shareholder Agreements
No
Are all shares paid up?
ACCORDING TO THE AGREEMNT HE WAS MEANT TO TRANSFER £29,650 PLUS
If no, please provide details of shares ANOTHER £350 TO AQUIRE THE 35% SHARES. HE HAS ONLY TRANSFERRED
that are not paid up. £29,650 TO THE COMPANY ACCOUNT ON 16/9/2021. THE £350 HAS NOT BEEN
PAID WHICH WAS THE PAYMENT TO AQUIRE THE SHARES.

Financial information Yes
Has the company prepared FULL SET OF ACCOUNTS FOR YEAR 1 AND YEAR 2, SUNDIP NEEDS
unabbreviated accounts? TO DO MANAGEMENT ACCOUNTS FROM 1/4/21 TO PRESENT.

If yes, please provide copies covering
the last three financial year ends.

Does the company prepare Yes
management accounts? SUNDIP NEEDS TO PROVIDE THESE

If yes, please provide management /
draft accounts for the period since the
last financial year end.

Are you aware of any loan that has No

been made to any

director/shareholder/employee that may

be considered as a disguised

remuneration scheme and remained

outstanding on 5 April 2019?

If so, please provide full details and
confirm that HMRC have been notified.

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Professional Advisors
Solicitors
Name of firm
Ref / Partner name
Address

Telephone
Email
Details of current instructions

Previous matters handled in last 3
years

Auditors / Accountants Sundip Okhai @ Okhai and Co Ltd
Name 7 Theodora Way, Pinner, Middlesex, HA 5 2RA

Address

Ref /Partner name Sundip Okhai

Telephone 07958786351

Email [email protected]

Detail’s period of time they acted for

company March 2019 - Present

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Bookkeeper / Payroll Services (if external)
Name

Address

Ref /Partner name

Telephone

Email

Detail’s period of time they acted for
company

Company Pension / Insurance Advisor

Name Nest Pension

Address

Ref /Partner name

Telephone

Email

Detail’s period of time they acted for
company

Matters dealt with:

Our company pension was run through their website
https://www.nestpensions.org.uk/

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Assets
Please provide an overview of the Company’s assets. If you have any professional valuations, please forward a copy.

Book Value Estimated
£ current
value £

Property (freehold / leasehold)
Address:

Less fixed charge (to )

Please provide a copy of the lease / advise location of title deeds Elias - 4k per month
Book debts Nov + up to Dec 22nd
Tommy – 4K per
Less amount due to Factoring company: Month Dec + 2
weeks in Jan 2022
Stock
Same as book debt
Identify any items held on sale or return or under reservation of title
agreements Overdrawn on all
Work in progress accounts

Motor vehicles 0
Provide a list of vehicles, location, reg. no’s, and copies of any
HP/Leasing agreements Huriyacare.com
Office furniture and equipment Huriyacare.co.uk

Cash at Bank 12k HC owes
Provide a copy of the last statement on all accounts held director based
Rent Deposit of year 2 accounts

Plant & Equipment

Intellectual property / patents / copyrights

Please provide a details of any Microsoft licences/numbers
Website (domain name – provide address)

Investments

Insurance claims

Prepayments

Directors’ loan account

Other

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Debtors
Please attach a printout of the latest debtor’s aged analysis and debtors listing which provides the address and
reference number.

Alternatively write the relevant information below, including disputes.

Please arrange for a file of outstanding invoices and supporting documentation to be provided.

Debtor Surrey County Council – But they will pay
Address

Your reference for debtor
Amount due
Age of debt if over 3 months /disputed

Debtor Sutton Council – But they will pay
Address

Your reference for debtor
Amount due
Age of debt if over 3 months /disputed

Debtor
Address

Your reference for debtor
Amount due
Age of debt if over 3 months /disputed

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Third party assets
Include details of all hired or rented assets and personal property on Company’s premises. Highlight any creditor who
has instigated legal or recovery action.

Please repeat this page if required.

Owner’s name

Address

Ref
Asset description

Location of asset

Owner’s name
Address

Ref
Asset description

Location of asset

Owner’s name
Address

Ref
Asset description

Location of asset

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Funding
Please repeat this page if more than one account and/or bank.

Bank BARCLAYS BANK

Name of account HURIYA CARE U.K LTD T/A HURIYA CARE

Branch OPENED ONLINE

Address

Tel 0345 605 2345

Email

Account number 30609781
Type of Account BUSINESS CURRENT ACCOUNT

Sort Code 208956

Current balance £0

Does the account have an overdraft? No

If yes, please provide agreed overdraft
facility limit.

Is there a Personal Guarantee in No
relation to the account?

If yes, please provide details of
Personal Guarantees given
(name, date, limit,)

Are accounts now closed? No

If yes, please provide date when they Yes
were closed. BBL MAY 2020 50K
Are there any loans associated with
this account?

If yes, please provide details. No
Does the bank hold any security?

If yes, please provide details. MAY 2020
When was the last increase in bank
lending or changes in additional
security given?

Who are the signatories on the SAMIRA DIEF
account?

Are there any legal actions / problems No
in relation to this account?

If yes, please provide more details.

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Funding cont.
Provide details of any factoring / invoice discounting arrangement or any other funding provided by the company.
Please provide a copy of any factoring/invoice discounting/loan agreement.

Lender’s name

Address

Tel

Email

Account number

Type of Account

Sort Code

Current balance

Is there a Personal Guarantee in No
relation to the account?

If yes, please provide details of
Personal Guarantees given
(name, date, limit,)

Are accounts now closed? Yes/No

If yes, please provide date when they Yes/No
were closed.
Are there any loans associated with
this account?

If yes, please provide details. Yes/No
Does the bank hold any security?

If yes, please provide details.
When was the last increase in lending
or changes in additional security
given?

Who are the authorised signatories on
the account?

Are there any legal actions / problems Yes/No
in relation to this account?

If yes, please provide more details.

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Creditors

Please attach a print out of the latest creditor aged analysis and creditor listing which provides the address and
creditor’s number.

State if any liabilities are disputed and if the creditors also owe money to the company.

Are there any of the following in relation to the creditors?

Legal actions No
No
Statutory demands No
Yes
Winding up petitions No

Legal distress i.e. bailiff action
Have any personal guarantees been
provided to unsecured creditors

If you answered yes to any of the above, please provide further details.

Retention of title creditors No
Do any of the company’s creditors
have retention of title clauses?

If yes, please provide a schedule of the
creditors and the amounts owed to
them. Also, please provide copies of
the relevant documentation.

HP Creditors/Chattel leases/Conditional sales agreements

Does the company use assets which No
are subject to hire purchase
agreements, chattel leases or
conditional sales agreements?

If yes, please provide a schedule of the
creditors and the amounts owed to
them. Also, please provide copies of
the relevant documentation.

Customer deposits No
Have any customer deposits been
taken and the products or services not
been provided?

If yes, please provide a schedule of the
customers, their addresses and the
amounts owed to them.

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Pre-Liquidation Questionnaire Tick here if N/A

Crown debts
It is important that arrangements are made to bring VAT, PAYE and Corporation tax returns up to date.

VAT Registration No.:
VAT office address

Phone and Fax numbers: Phone:

Fax:
Is the Company part of a VAT group? Yes/No

If yes, please provide details of the
VAT Group

When was the last inspection / is
Company under investigation?

VAT owed £

PAYE No. 120/wb95195
PAYE office address
140 HIGH ROAD LEYTONSTONE E15 1UA
Phone and Fax numbers:
Reference No.: Phone:
PAYE owed Fax:
ACCOUNTS OFFICE REF: 120PD01845404
£98,000

Corporation Tax No. 4950817876
Tax office address

Phone and Fax numbers: Phone:

Reference No.: Fax:
Corporation Tax owed
4950817876

£
0

Has the company received any Reg 80 NO
Determinations?

If yes, please provide details.

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COVID-19 support

As a result of the restrictions imposed by the coronavirus (COVID-19) outbreak, the government introduced a number
of schemes to protect individuals and businesses from March 2020.

Has the Company received any YES
COVID-19 support from Central
Government, local authorities or other
sources?

Provide details of the support received, including: the nature of the support, the provider of the support, the
source of the monies received; the amount of the support received; and when it was received.

Bounce-Back Loan YES (If your is yes, please provide additional details)

Date: 11/05/2020

Amount: 50,000

Additional details:

Job Retention Scheme (JRS) YES (If your is yes, please provide additional details)
Date: 29/04/2020 – 23/09/2021
Amount: £220,315.57
Additional details:

Furlough Scheme YES (If your is yes, please provide additional details)
Date: Same as above
Amount: Same as above
Additional details:
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Landlords
Please repeat this page if more than one landlord

Address of property

7 Elmbridge Cottages, Elmbridge Road, Cranleigh, Surrey, GU6 8NP

Property reference Cranleigh
Name The London Property Point Ltd
Address
101 Gabrielle house, 332 – 336 Perth Road, Ilford, IG2 6FG

Tel 0203 026 2250
Email [email protected]
Managing agent Same as above
Address

Tel 0
Email 3 years
Rent deposit paid £2000.00 per month
Lease period
Rent per month / quarter No
Arrears
Have the premises been vacated
If yes, when were they vacated?

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Utilities
Please repeat this page if more than one address

Supply Address

7 Elmbridge Cottages, Elmbridge Road, GU6 8NP

Water Thames’s water
Supplier Name Clearwater Court, Vastern Road, Reading RG1 8DB

Supplier Address

Phone and Fax numbers: Phone: 0800 980 8800
Fax:
Supplier Ref 9000 1850 1992
Meter Reading
Date of meter reading 653 E
Electricity and gas 20/11/2021
Supplier Name
Supplier Address Shell Energy

Phone and Fax numbers: Shell Energy Retail Limited, PO Box 6363, Coventry, CV3 9LR
Phone: 0330 094 5800
Supplier Ref
Gas Meter Reading Fax:

Date of meter reading 3421259
14897.488 (Elec Estimate 7/5/21)
4673.5 (Gas Estimate 7/5/21)

7/5/21

Landline telephone iView Comms Ltd
Supplier Name 413 Lea Bridge Road Leyton London E10 7EA
Supplier Address Phone: 020 33 22 66 11
Fax:
Phone and Fax numbers: Huriya

Supplier Ref Waverly Borough Council
Waverley Borough Council. Council Offices, Godalming, GU7 1HR
Council tax Phone: 01483 523333
Council Name Fax:
Council Address 12956104
Phone and Fax numbers:
Council tax reference number 16

Pre-Liquidation Questionnaire Tick here if N/A

Utilities continued: Verisure services UK Ltd, Unit 1 Ground Floor
Alarm Provider Brentside Executive Park, Great West Road, Brentford
Middlesex TW8 9DR
Name and Address: 268336 / 301242 / 268599
Account Reference Number: Phone: 0333 200 9000
Phone and Fax numbers: Fax:

Merchant Services Provider n/a
Name and Address:
Account Reference Number: Phone:
Phone and Fax numbers: Fax:

Factoring Company n/a
Name and Address:
Account Reference Number: Phone:
Point of Contact: Fax:
Phone and Fax numbers:

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Directors / Senior Management

Include details of anyone that took or influenced senior management decisions.

Please repeat this page if more than one person

Full name Samira Dief

Address 22 Servite Close, Bognor Regis, PO21 2DE

Tel Office 07311 838 211
Mobile
Home [email protected] / [email protected]
[email protected]
Email Business Development Manager

Occupation Have final say on all business and financial decisions, Manage day to day operations
deal with the local authorities, etc.
Duties carried out in the company

Date of Birth 11/02/1981

National Insurance No. JG989521B

Dates of appointment / resignation Director 11/4/19 – 29/11/19, PSC 16/3/2020 – present, Director 14/4/21 – 1/
Director 30/11/21 - Present
Wages / Remuneration per month £800
(gross)

Other benefits (e.g. car, pension, none
bonus, healthcare etc.)

Did this person provide personal funds No
into the company?
If yes, please provide dates and
amounts put into the company

Are any monies owed to this person? No
(e.g. loans, expenses, wages etc.)

Does this person owe the Company Yes/No
any monies? Not sure
If yes, please provide amount and
dates.

Does this person have a service No
contract or employment contract with
the company?

If yes, please provide a copy.

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