The directors present the strategic report for the year ended 31 December 2024.
As expected, the period ended December 2024 proved to be a challenging year for the business balancing the demands of the day-to-day operational business with complexity of the relocation to the new factory. There are still impacts of global issues and conflicts and this continued to impact upon demand performance in comparison to the previous 2 years.
Although not unique to our customer sector and well documented at both an industry and customer level, we witnessed a reduction in demand due to a combination of realignment of inventory levels and a lack of forecasted visibility of customer demand. This led to Revenue falling to £27.6m, a decrease of 7.4% on 2023 sales of £29.82m. This reduction was spread throughout the year and fairly consistent across all customers. Similarly, this reduction was evident across all three of our print technologies, but our wet glue business has witnessed a different profile and mix of business.
The Scotch Whisky exports were valued at £5.4bn in 2024 a decrease of 3% on the previous year. By volume, exports were up 3.7% on 2023 with 1.4bn bottles produced and shipped globally. Compared to pre-pandemic levels back in 2019 of 1.306bn and the highest ever year in 2022 of 1.67bn. There is an air of optimism of a return to growth and more normal demand patterns from Q2 2025 onwards.
2024 was the second year since acquisition by the Eurostampa Group back in 2011 that the group has not delivered a consecutive year of growth. It is worth mentioning that as part of our project planning as part of preparation for the new site move we made the strategic decision to redistribute volume across the Group to ensure seamless transition and no disruption to customers during the site move. This was Eurostampa UK business that was produced and sold by other Eurostampa Group companies. Whilst this impacted Eurostampa UK revenues this supplemented other Group companies revenues as we demonstrated active contingency to support customers.
Along with the decrease in Revenue, Gross Profit and Net Profit were below budgeted expectations. The large part of this was due to having to allocate resource across both sites for 5 months of the year as part of readiness and commissioning . On the whole this was well managed and resourced however understandably this did impact on efficiency and labour utilisation during this period. Whilst this was budgeted to have an impact this was only an estimation at the time and the 2024 results captured this mainly linked to project delays and the replanning of the schedule.
The Eurostampa Group Board were satisfied with the financial performance and remain extremely supportive of local management and the investment that they are making, which is the largest in the group’s history. The new site and investment will present the opportunity to diversify into new markets that will supplement our existing sectors.
Despite the operational challenges and complexity of our new site our operational performance remained consistent with excellent performance in health and safety, quality & compliance and service.
With the move to the new site, we have a continued focus on quality recruitment across all areas of the business and we have again increased our apprentice pool year on year with 10 employees currently going through the modern apprenticeship program. The new site will provide a best in class environment for our employees and help secure the future for generations to come. The drive to employ the best people has played a pivotal role in developing staff and retaining the right skills across the business. Our staff retention record in business critical areas remains excellent with over 98.5% of our existing employees transferring from our existing site to the new factory in Cumbernauld.
2025 brought a unique set of challenges for the business with the drive to fully mobilise the new site along with the repatriation of work transferred to Eurostampa Italy to help underpin growth and operational performance for the future. New business development and our sales team have been actively pursuing new opportunities and there are several committed new pockets of business already committed for 2025 and 2026.
Not unique to our customers sector or our industry, in the first quarter of 2025 we saw a continuation of the realignment of inventory levels and the lag from other macro-economic issues. This is anticipated to be a fairly short-term phenomenon, but nevertheless moderate growth is still anticipated towards the later stages of the year. A full review of risks as well as opportunities has been undertaken by the leadership team.
Despite the slowdown the group hasn't altered its investment plans and completed the relocation to the new factory in early 2025. The transfer of equipment as well as installation of new machinery started in August 2024, with all of the higher risk presses and equipment now moved and re-commissioned.
Since the acquisition by the Eurostampa Group the group has delivered strong growth. Although 2024 saw a decrease in turnover this was not unexpected and consistent within the industry. It is expected that 2024 will be the last year of a drop in growth with 2025 signaling a return to growth.
We do expect the results in 2025 to be staggered as the first half of the year will be focused on settling down the presses, people and processes in the new environment. Whilst we know there will be a period of settling down we fully expect to be able to take full advantage of the efficiencies and benefits afforded by the new investment,
As a responsible business we are constantly reviewing our organisational structure and resource levels to ensure these evolve in line with business requirements.
Subsequent to the year end, the directors resolved to simplify the group structure of the UK group and intend to wind down Eurostampa Packaging Limited. In the year to 31 December 2024, an impairment charge of £1.27m was charged in order to write-down group tangible fixed assets to their realisable value.
The group recognises the importance of key financial performance indicators and management monitors these on a monthly basis. The main KPIs of the business are turnover and profitability, both of which have been discussed above and are set out in this report.
The balance sheet position remains strong, with net assets of £12.5m (2023 - £13.7m).
On behalf of the board
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of development and performance.
During September 2025, the directors resolved to simplify the group structure of the UK group. The intention going forward will be for Eurostampa UK Limited to continue as a going concern, and to become a wholly-owned subsidiary of Eurostampa Holding SPA. As such, the holding companies, Eurostampa Packaging Limited and Unicorn Graphics Limited, will be dissolved. The consolidated and separate financial statements of Eurostampa Packaging Limited and Unicorn Graphics Limited are therefore prepared on a basis other than going concern even though Eurostampa UK Limited will continue as a going concern.
Accordingly, the financial statements of the group and company have been prepared on a basis other than going concern.
The assets and liabilities of Eurostampa Packaging Limited and Unicorn Graphics Limited have been stated at amounts expected to be realised or settled in the normal course of business prior to cessation. The directors have reviewed the carrying values of all assets and liabilities and concluded that no adjustments are required, as the expected realisable and settlement amounts are not materially different from the carrying values in the accounts.
We have audited the financial statements of Eurostampa Packaging Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Emphasis of matter – Financial statements prepared on a basis other than going concern
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and parent company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
UK Generally Accepted Accounting Practice;
Companies Act 2006;
UK Corporation Tax legislation; and
Employment legislation and UK tax compliance.
We gained an understanding of how the group and parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the group's and parent company's financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
Management override of controls; and
Revenue recognition.
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing the level of and reasoning behind the group's and parent company's procurement of legal and professional services;
Performing audit procedures over revenue recognition, testing sales from source documentation to the accounting system and ensuring year-end sales cut-off has been appropriately applied;
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias;
Completion of appropriate checklists and use of our experience to assess the group's and parent company’s compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s result for the year was £0 (2023 - £0).
Eurostampa Packaging Ltd (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is Citypoint, 3rd Floor, 65 Haymarket Terrace, Edinburgh, EH12 5HD.
The group consists of Eurostampa Packaging Ltd and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The financial statements have been prepared on a basis other than going concern, following the directors’ decision to to simplify the group structure of the UK group. Assets and liabilities have been stated at amounts expected to be realised or settled in the normal course of business prior to cessation. See note 1.3 for further detail on the going concern status of the group.
The directors have reviewed the carrying values of all assets and liabilities and concluded that no adjustments are required, as the expected realisable and settlement amounts are not materially different from the carrying values in the accounts.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel and transactions with other wholly owned companies in the same group.
The consolidated financial statements incorporate those of Eurostampa Packaging Ltd and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
All financial statements are made up to 31 December 2024.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
During September 2025, the directors resolved to simplify the group structure of the UK group. The intention going forward will be for Eurostampa UK Limited to continue as a going concern, and to become a wholly-owned subsidiary of Eurostampa Holding SPA. As such, the holding companies, Eurostampa Packaging Limited and Unicorn Graphics Limited, will be dissolved. The consolidated and separate financial statements of Eurostampa Packaging Limited and Unicorn Graphics Limited are therefore prepared on a basis other than going concern even though Eurostampa UK Limited will continue as a going concern.
Accordingly, the financial statements of the group and company have been prepared on a basis other than going concern.
The assets and liabilities of Eurostampa Packaging Limited and Unicorn Graphics Limited have been stated at amounts expected to be realised or settled in the normal course of business prior to cessation. The directors have reviewed the carrying values of all assets and liabilities and concluded that no adjustments are required, as the expected realisable and settlement amounts are not materially different from the carrying values in the accounts.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method.
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit and loss account.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, are initially recognised at transaction price.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the asset's fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these 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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The stock of £3,782,690 (2023: £3,974,541) is valued by deducting margins earned from selling prices, which the directors believe is a fair approximation of cost. Judgement is also applied to elements of excess stock, and whether these items retain value. Excess stock older than one year is fully written off, whilst excess stock less than one year old is written down by 75%.
Finished goods stock which is older than one year is written off with the loss recognised in the profit and loss account. Items may be excluded from write off if the directors believe that there is reasonable certainty that the item will be sold. The reduction in the provision in the year is disclosed in note 5.
The estimated useful lives of assets of value £36,891,624 (2023: £22,322,715) are outlined in note 1.6, and are based on historical experience and the periods over which management believe future economic benefits to be derived.
The impairment above is in respect of the post year-end sale of the former trading property of the group. An impairment charge was processed in order that the carrying value of the property in these accounts was reflective of the realisable sales price. See note 11 for further details.
An analysis of the group's turnover is as follows:
Rent receivable relates to a short term rental of the property. The property is included in assets under construction.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
Negative goodwill arose when the group acquired Unicorn Graphics Limited in the period ended 31 December 2011.
Included within freehold buildings is land of £280,000 (2023: £280,000) not depreciated.
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
More information on impairment movements in the year is given in note 3.
The assets under construction balance consists of additions to property accounted for at cost, which includes all directly attributable costs necessary to bring the asset to its intended use.
Standard security has been granted to Intesa Sanpaolo S.P.A. over the new site at 3 Hunt Hill, Cumbernauld, G68 9LF.
Details of the company's subsidiaries at 31 December 2024 are as follows:
The registered office of Eurostampa UK Ltd and Unicorn Graphics Limited is Citypoint, 65 Haymarket Terrace, Edinburgh, EH12 5HD.
Eurostampa UK Ltd is a fully owned subsidiary of Unicorn Graphics Limited.
Amounts owed to group undertakings in the parent company are interest free and repayable on demand.
Other borrowings relate to a loan from an entity with control over the company.
Other borrowings relate to a loan from an entity with control over the company.
The bank loans and overdrafts are secured by a bond and floating charge over the assets of the group. In addition, Standard security has been granted to Intesa Saopaolo S.P.A. over the new site at 3 Hunt Hill, Cumbernauld, G68 9LF.
Bank loans are repayable over 5 to 10 years and are charged a market rate of interest.
Loans from fellow group undertakings are charged a market rate of interest, with no capital repayment payable before 2026.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Obligations under hire purchase contracts were secured on the assets to which they related to.
The group operates a defined contribution scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Creditors totalling £nil (2023: £13,157) were payable to the fund at the end of the year and are included in creditors.
The grants received in the year relate to assistance provided for the facility relocation project as described in the strategic report. The release of the grant income will commence on completion of the property.
Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
The deferred tax liability set out above is not expected to reverse within 12 months and relates to accelerated capital allowances.
Profit and loss reserves represent accumulated comprehensive income and expenses.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Directors are not remunerated through the group. Key management remuneration is as follows:
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
In addition to the above, the group incurred fees of £18,425 (2023: £14,002) in relation to fees in respect of a guarantee from an entity with control over the group.