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Registered number: NI703393
UGP NEWRY LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE PERIOD ENDED 31 DECEMBER 2024
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UGP NEWRY LIMITED
REGISTERED NUMBER: NI703393
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2026.
The notes on pages 2 to 9 form part of these financial statements.
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UGP NEWRY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
UGP Newry Limited is a private company limited by shares incorporated in Northern Ireland. The registered office is Bedford House, 16 Bedford Street, Belfast, Antrim, BT2 7DT
This is the company's first presentation of financial statements since its incorporation on 18th October 2023 and covers a period of 14 months to 31 December 2024. It is the intention of the directors to report on an annual basis to 31 December in the subsequent periods.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The Financial Statements have been prepared on the break up basis. All adjustments have been made to the carrying amount of assets to reflect their recoverable value. Please refer to further details in note 2.2.
The following principal accounting policies have been applied:
The company made a loss of £49,573 in its first period of trading, resulting in net liabilities of £49,473 at the balance sheet date. Since acquiring The Quays Shopping Centre, the retail sector has remained extremely challenging, with ongoing inflationary pressures adversely impacting trading conditions and tenant demand. As a result, the company’s trading performance and occupancy levels have been below those anticipated at the time of acquisition.
The acquisition of the shopping centre was funded through significant borrowings. Due to the continued trading difficulties, the company has been unable to meet its liabilities as they fell due. Consequently, on 19 March 2026, Ernst & Young were appointed as administrators of the company. The debt has since been refinanced and a notice to end administration was signed on 21 May 2026. While these developments have significantly improved the company's financial position and liquidity, they do not remove the uncertainty regarding the company's ability to continue in operational existence.
In these circumstances, the directors consider that the going concern basis of accounting is not appropriate, as the continuation of the company is still extremely uncertain. Accordingly, the financial statements have been prepared on a break-up basis. Assets and liabilities have been stated at amounts considered recoverable or payable on this basis, and appropriate adjustments arising from the adoption of the break-up basis have been recognised in the financial statements.
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UGP NEWRY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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UGP NEWRY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Stock includes development property for sale.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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UGP NEWRY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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IThe preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. The nature of estimation means the actual outcomes could differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical Judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Value of stock
The Company holds property which is classified as stock and measured at the lower of cost and net realisable value. The determination of net realisable value involves significant judgement by the directors as net realisable value represents the estimated selling price of the property in the ordinary course of business, less estimated costs to complete and sell.
Impairment and recoverability of debtors
The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current rating of the debtor, the ageing profile of debtors and historical experience.
Going concern
The Financial Statements have been prepared on the break up basis. All adjustments have been made to the carrying amount of assets to reflect their recoverable value. Please refer to further details in note 2.2.
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The Company has no employees other than the directors, who did not receive any remuneration.
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The average monthly number of employees, including directors, during the period was 0.
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UGP NEWRY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Development property held for resale
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The Quays Shopping Centre, Newry was revalued at £15.2 million. The valuation was based on appropriate valuation methods and is net of estimated selling costs. This property is valued at the lower of cost and net realisable value.
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Amounts owed by group undertakings
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Prepayments and accrued income
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All trade debtors are due within one year. All trade debtors are due within the company's normal terms. Trade debtors are stated after provisions for impairment of £167,858.
Amounts due from group undertakings are unsecured, interest free and payable on demand.
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Cash and cash equivalents
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UGP NEWRY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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As disclosed in note 2.2 these Financial Statements have been prepared under the break-up basis, therefore all loans are disclosed as current liabilities. These loans are secured against the development property and interest is charged at a the prevailing SONIA rate. The company was placed into administration on 19 March 2026. During the administration process the loans were refinanced with Belfast Commercial Funding (II) Limited. A balance of £7.2m was drawn down under this new facility and the company came out of administration on 21 May 2026. As these accounts have been prepared on the break up basis the entire loan is shown as current liability.
Belfast Commercial Funding (II) Limited hold a fixed charge over company assets and property of the company.
Amounts due to group undertakings are interest free, unsecured and repayable on demand.
The repayment of trade creditors vary between on demand and thirty days. No interest is payable on trade creditors.
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Related party transactions
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There has been no Director's Remuneration within the period.
No one outside the board of directors is considered key management personnel.
The company has availed of the exemption under FRS 102 in relation to the disclosure of transactions with wholly owned group companies.
At 31 December 2024 £103,431 was owed to UGP Newry Limited from fellow group companies and the balance is included within Amounts owed by group undertakings.
At 31 December 2024 UGP Newry Limited owed £5,919,307 to fellow group companies and the balance is included within Amounts owed to group undertakings.
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UGP NEWRY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Post balance sheet events
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On 19th March 2026 Ernst & Young were appointed as administrators of the Company. The debts of the company were refinanced as part of this process and the company ended the administration process on 21 May 2026.
UGP Newry Limited is a 100% subsidiary of UGP Newry HC Limited, a company incorporated in Northern Ireland.
Mr Thomas Coughlan is the ultimate controlling party of UGP Newry HC Limited.
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UGP NEWRY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
The auditors' report on the financial statements for the period ended 31 December 2024 was qualified.
The qualification in the audit report was as follows:
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Included within amounts owed by group undertakings as at 31 December 2024 is an amount of £103,431 due from group companies.
As the overall trading group has experienced significant financial difficulties and, based on its financial position and available resources, we consider the amount due to the company to be irrecoverable.
The directors have not recognised an impairment against this balance and it therefore continues to be included within debtors at its carrying amount of £103,431.
Had an appropriate impairment been recognised, amounts owed by group undertakings and net assets at 31 December 2024 would have been reduced to £nil, and the loss for the year would have increased by £103,431.
In our opinion, the failure to recognise this impairment results in a material misstatement of the financial statements.
Emphisis of matter related to going concern
We draw attention to note 2.2 in the financial statements, which describes the events and conditions that indicate the accounts are to be prepared on a break up basis. As set out in the note, the company incurred a loss of £49,573 in its first period of trading and had net liabilities of £49,473 at the balance sheet date. The company has been unable to meet its liabilities as they fall due and, on 19 March 2026, Ernst & Young were appointed as administrators. The debt has since been refinanced and a notice to end administration was signed on 21 May 2026. While these developments have significantly improved the company's financial position and liquidity, they do not change the basis under which the accounts have been prepared.
As explained in Note 2.2, the directors have therefore prepared the financial statements on a break-up basis rather than a going concern basis.
Our opinion is not modified in respect of this matter.
The audit report was signed on 29 September 2026 by Michael Farrell (Senior Statutory Auditor) on behalf of AAB Group Accountants Limited.
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