A3D2 LIMITED

Risk Rating: HIGH The company is currently in administration, which represents the most severe level of financial distress. An administration process inherently means the company is insolvent or likely to become insolvent, and it has lost operational control to court-appointed administrators. Investment in or credit extension to this entity carries extreme risk.

Key Concerns: - Formal Insolvency Status: The company status is "In Administration." This indicates the business has failed as a going concern and is now under the statutory control of administrators whose primary mandate is to either rescue the company as a going concern or realize assets to pay creditors. - Conflicting PSC Register: The People with Significant Control (PSC) register lists four separate entries (Orwin Entertainment Group Limited, Orwin Entertainment Group Ltd, Novus Leisure Limited, and Mr Shmile Khan), all claiming ownership of more than 75% of shares and voting rights. Mathematically, it is impossible for multiple distinct entities to hold >75% of the same equity. This suggests severe administrative errors in statutory filings, or an opaque and poorly documented corporate restructuring. - Overdue Accounts and Severe Undercapitalization: The annual accounts are overdue (due September 2024), which is common but concerning in insolvency scenarios as it limits transparency. Furthermore, the stated share capital is a negligible £3, indicating the company is severely undercapitalized and has historically relied on debt or parent company funding rather than equity.

Positive Indicators: - Longevity: The company was incorporated in February 1998, meaning it successfully operated as a going concern for over 25 years before entering administration. This suggests a historically viable business model in the licenced clubs sector that may have succumbed to recent macroeconomic pressures or sector-specific headwinds. - Compliance with Confirmation Statements: Despite being in administration, the confirmation statement is up to date (last made up February 2024), suggesting the administrators or directors are maintaining basic statutory filing requirements.

Due Diligence Notes: - Administrator's Proposals: The immediate priority is to obtain the administrator's statement of proposals and subsequent progress reports. These documents will detail the causes of failure, the likelihood of returning funds to preferential and unsecured creditors, and whether there is a viable path to a rescue transaction. - Corporate Structure and PSC Clarification: Investigate the relationship between Novus Leisure Limited, Orwin Entertainment Group, and Mr Shmile Khan. Novus Leisure is a known operator in the UK leisure and bar sector that has undergone its own financial restructurings in the past. Clarifying the ultimate beneficial ownership and the accuracy of the PSC register is essential. - Director Conduct Review: Review the conduct of the sole listed director, Mr Shmile Khan, in the lead-up to the administration. This includes checking for any related-party transactions, preferential payments to connected entities, or potential wrongful trading indicators that the administrators may investigate.