# CORPORATE RESTRUCTURING PLAN
Date: 28 February 2031
Parties: Ashcombe Manufacturing Group Limited and its subsidiaries
## 1. Purpose and parties
Ashcombe Manufacturing Group Limited proposes to simplify its group by transferring the precision-components business from Ashcombe Components Limited to a wholly owned subsidiary, then placing dormant entities into solvent winding-up where appropriate. The plan is not a device to strip assets from creditors.
## 2. Facts, scope and terms
Before implementation, directors will obtain current balance sheets, cash-flow forecasts, asset valuations, tax and pensions advice, and a solvency statement for each solvent entity. No transfer occurs if directors cannot reasonably conclude that the relevant company can pay debts as they fall due.
## 3. Process and responsibilities
Employees and recognised representatives will be informed and consulted where TUPE, collective consultation or individual employment law requires. Contracts, records, permits, customer orders, supplier terms and IP will be mapped; novation or consent will be obtained rather than assuming every contract transfers automatically.
## 4. Evidence, records and safeguards
The transfer price will be supported by an independent valuation and paid through documented intercompany consideration. Security, retention of title, preferential claims, employee liabilities, VAT and corporation tax are reviewed. Directors must consider creditors' interests if insolvency is probable and must not prefer connected parties improperly.
## 5. Review, escalation and outcome
A steering committee maintains a risk register, decision log and clean approval matrix. The company secretary files required Companies House forms; data is shared on a need-to-know basis. External advisers report conflicts and give written advice rather than making director decisions.
## 6. Reservations and practical protections
Milestones are diligence by 15 March, consultation by 29 March, board approval by 5 April and completion only after conditions are satisfied. The plan may be paused for a material creditor objection, adverse solvency evidence, regulatory refusal or an unresolved employee-transfer issue; no distribution is made merely because an entity is dormant.
## 7. England and Wales law and completion
England and Wales law applies, including Companies Act 2006, insolvency principles, TUPE and employment consultation duties. Notices by hand, post and restructuring email are separate permitted methods. The board approves this plan on 28 February 2031 and will minute each implementation decision.