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COMPANY REGISTRATION NUMBER: 3937798
Energizer Group Limited
Annual Report
30 September 2024
Energizer Group Limited
Financial Statements
Year ended 30 September 2024
Contents
Page
Strategic report
1
Directors' report
9
Independent auditors' report to the members of Energizer Group Limited
12
Statement of comprehensive income
16
Statement of financial position
17
Statement of changes in equity
18
Notes to the financial statements
19
Energizer Group Limited
Strategic Report
Year ended 30 September 2024
Business review
The company acts in two capacities: - as Energizer's European Entrepreneurial Principal. In this role the company has entered into an agreement with Energizer Trading Limited (ETL) whereby the company provides ETL with commercial and administrative advisory services in exchange for an entrepreneurial rate of return (management services fee), and ETL acts as a manufacturer of private label and branded micropower batteries as well as providing Warehouse and Distribution services for the group. The company received £29.6m (2023: £29.8m) from ETL under this agreement, which is included in Other Operating Income (see note 6). - as a limited risk distributor (LRD) of ETL for the sale and distribution of household and specialty batteries, portable lights and automotive care products in the UK. The external commercial environment is expected to remain competitive in the next financial year. The company continues to seek opportunities to increase sales, market share, profit and maximise future opportunities. The main KPIs used by the directors to assess the performance and position of the company are the Turnover, Operating Profit and Days Sales Outstanding (DSO). The following comparisons are versus the prior year. Turnover has increased by 8% from £65.9m to £71.3m. Despite this top line growth gross profit has decreased by £2.2m (13%) as a result of increased product costs. This gross profit decrease has been offset by a £2.6m (17%) decrease in overhead costs relating to the LRD business. The resulting operating profit from the LRD business has increased by £0.4m versus the prior year. The management fee income from ETL has decreased by £0.2m while regional administrative expenses have increased by £2.8m, contributing a net £3.0m decrease in operating profit. In its role as the European Entrepreneurial Principal the company has intercompany royalty agreements with Energizer Brands LLC and Energizer Auto Sales Inc for the European use of trademarks owned by the US companies. The company has paid £11.9m royalties under these agreements (2023: £11.8m). The aforementioned factors together with a decrease in foreign exchange gains of £0.7m have resulted in a net increase of £3.4m in operating losses before impairments of intangible assets from an operating loss of £10.5m to £13.9m. The company has written off £19.6m of goodwill related to its Micropower Hearing Aid Battery (HAB) business and a further £5.7m of goodwill related to its Automotive Care Product business in the year (see below for further details). These intangible asset impairments have resulted in the company reporting an operating loss in the current year of £39.2m compared to an operating loss of £10.5m in the prior year. These one-off charges are not expected to be repeated in future years. DSO are calculated based on the average quarter end trade receivables net of VAT and accrued trade investment over the trailing four quarters divided by the average sales over a trailing twelve-month period. Due to the high level of trade investment particularly towards the year end, DSO is typically negative. DSOs have improved from -26 days at September 2023 to -4 days at September 2024. The company reported net current liabilities of £111.7m (2023: £107.7m) and net liabilities of £69.3m at the year end (2023: net liabilities of £22.6m). To ensure the company can adequately service its debts, the directors have secured from the ultimate parent company, Energizer Holdings Inc. a legally binding letter of support expiring in August 2026. Whilst it is expected that the company can secure a similar letter of support beyond the expiration period, the directors are reviewing the debt/equity position as well as the wider structure of the UK group of companies to restore the company to long term profitability including meeting its long term working capital needs. In November 2022, the Board of Directors of Energizer Holding Inc., the ultimate parent company, approved a profit recovery program, Project Momentum, which includes an enterprise-wide restructuring focused on recovering operating margins, optimising manufacturing, distribution and global supply chain networks, and enhancing organisational efficiency. Energizer Group Limited has incurred employee severance costs in both the current and prior year as a result of this global program. Goodwill Impairments As a result of operational challenges executing Project Momentum, a cost savings initiative, the company has experienced unfavourable cost increases in the Micropower Hearing Aid Battery (HAB) business in Europe in the current year, particularly in ETL's UK manufacturing facility. These are expected to continue in the short to medium term. As a result the company initiated a detailed impairment review of the carrying value of the goodwill related to the HAB business. Management updated a net present value calculation of future cashflows expected from the business, taking into account the cost increases as well as utilising historical trends and external data sources for projections of future category volumes. As a result the full remaining £19.6m of goodwill has been written off at the year end. The company is also carrying goodwill related to its Automotive Care Products business which is supported by cashflows generated from the sale of products using trademarks under third party licensing agreements. The company has received notification that some of these license agreements will not be renewed once their current terms expire. Therefore management have revised their forecasted cashflow projections and as a result a further £5.7m of goodwill has been written off at the year end.
Future activities
The directors do not anticipate any significant changes to the activities of the company in the near future.
Financial risk management
The credit, liquidity and cash flow risks are deemed low due to the ability to obtain financing from group undertakings. The company has implemented policies that require appropriate credit checks on potential customers before sales are made. Treasury and financial risk management are conducted at a corporate level and further details can be found in section 1A of Energizer Holdings Inc.'s 2024 annual report, which does not form part of this report.
Principal risks and uncertainties
The company is exposed to a variety of risks, some of which are inherent in our industry and others of which are more specific to our own businesses. The discussion below addresses the material factors, of which we are currently aware, that could affect, and in certain cases have affected, our businesses, results of operations and financial condition.
Other factors not discussed below or elsewhere in this Annual Report could also adversely affect our businesses, results of operations and financial condition. Therefore, the risk factors below should not be considered a complete list of potential risks that we may face.
Global economic and financial market conditions beyond our control might materially and negatively impact us.
General economic factors beyond our control could adversely affect our business and results of operations. These factors include, but are not limited to, recent supply chain disruptions, labour shortages, wage pressures, rising inflation and potential economic slowdown or growing recession risk, as well as input costs including fuel and energy costs, foreign currency exchange rate fluctuations, and other matters that influence consumer spending and preferences.
In addition, geopolitical instability, including the conflicts in Ukraine and the Middle East, as well as other global events have significantly increased global macroeconomic uncertainty and volatility. In response to unfavourable economic conditions, there has been and, in the future, could be a reduction in discretionary spending, which may lead to reduced net sales or cause a shift in our product mix from higher-margin to lower-margin product offerings or a shift of purchasing patterns to lower cost options such as "private label" brands sold by retail chains or price brands. This shift could drive the market towards lower margin products or force us to reduce prices for our products in order to compete. Similarly, our retailer customers could reduce their inventories, shift to different products or require us to lower our prices to retain the shelf placement of our products. Conversely, rapid increases in demand due to improving economic conditions could lead to supply chain challenges.
Global markets continued to face threats and uncertainty during fiscal year 2024. Uncertain economic and financial market conditions, including relating to the results of elections, may also adversely affect the financial condition of our customers, suppliers and other business partners. Any significant decrease in customers' purchases of our products or our inability to collect accounts receivable resulting from an adverse impact of the global markets on customers' financial condition could have a a material adverse effect on our business, financial condition and results of operations. Additionally, disruptions in financial markets could reduce our access to debt and equity capital markets, negatively affecting our ability to implement our business strategy.
Competition in our product categories might hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers.
Most of our products compete with other widely advertised, promoted and merchandised brands within each product category. The categories in which we operate are mature and highly competitive, with a limited number of large manufacturers competing for consumer acceptance, limited retail shelf space and e-commerce opportunities. Because of the highly competitive environment in which we operate, our customers, including online retailers, frequently seek to obtain pricing concessions or better trade terms, resulting in either a reduction of our margins or the loss of distribution to lower-cost competitors.
Competition in our product categories is based upon brand perceptions, innovation, product performance, customer service and price. Our ability to compete effectively is, and in the future could be, affected by a number of factors, including:
- Certain of our competitors have substantially greater financial, marketing, research and development, and other resources and greater market share in certain segments than we do, which could provide them with greater scale and negotiating leverage with retailers and suppliers. These competitors may be able to spend more aggressively on advertising and promotional activities, introduce competing products more quickly and respond more effectively to changing business and economic conditions than we can.
- Our competitors may have lower production, sales and distribution costs, and higher profit margins.
- Our competitors have obtained, and may in the future be able to obtain, exclusivity or sole source at particular retailers or favourable in-store placement.
- We may lose market share to private label brands that are typically sold at lower prices and compete with our products in certain categories.
Changes in the retail environment and consumer preferences could adversely affect our business
Our sales have historically been largely concentrated in the traditional retail grocery, mass retail outlet. Alternative retail channels, including hard discounters, e-commerce retailers and subscription services, have become more prevalent, and retailers are increasingly selling consumer products through such channels. In addition, alternative sales channels and business models, such as private label and store brands, direct-to-consumer brands and channels and discounter channels continue to evolve. In particular, the growing presence of, and increasing sales through, e-commerce retailers have affected, and may continue to affect, consumer preferences (as consumers increasingly shop online) and market dynamics, including any pricing pressures for consumer goods as retailers face added costs to build their e-commerce capacity. Although we are engaged in e-commerce with respect to many of our products, if we are not successful in responding to these competitive factors, changing consumer preferences and market dynamics or expanding sales through evolving sales channels, especially e-commerce retailers, hard discounters and other alternative retail channels, our business, financial condition and results of operations may be negatively impacted.
We must successfully manage the demand, supply, and operational challenges brought about by any disease outbreak, including epidemics, pandemics, or similar widespread public health concerns.
Our operations are impacted by consumer spending levels, impulse purchases, the availability of our products to retail and our ability to manufacture, store and distribute products to our customers and consumers in an effective and efficient manner. The fear of exposure to or actual effects of a disease outbreak or similar widespread public health concern could continue to negatively impact our overall business, financial position and financial results. These impacts may include, but are not limited to:
- Significant reductions, shifts or fluctuations in demand for one or more of our products;
- Inability to meet our customers' needs due to disruptions in our manufacturing and supply chain arrangements caused by the loss or disruption of essential manufacturing and supply chain elements. In addition, we may incur higher costs for transportation, workforce and distribution capability in order to maintain the surety of supplying product to our customers;
- Failure of third parties upon which we rely, including our suppliers, contract manufacturers, distributors, contractors and commercial banks, to meet their obligations to us in a timely manner; and
- Significant changes in the political and regulatory landscape in the markets in which we sell or distribute our products, which may include, but are not limited to, restrictions on international trade, governmental or regulatory actions, closures or other restrictions that limit or suspend our or our third-party partners' or customers' operating and/or manufacturing capabilities, including operations necessary for the production, distribution, sale, and support of our products, which could adversely impact our results.
Loss of reputation of our leading brands or failure of our marketing plans could have an adverse effect on our business.
We depend on the continuing reputation and success of our brands. Maintaining a strong reputation with consumers, customers and trade and other third-party partners is critical to the success of our business. Negative publicity about us or our brands, including product safety, quality, efficacy, environmental impacts (including packaging, energy and water use, matters related to climate and waste management) and other sustainability or similar issues, whether real or perceived, could occur and could be be widely and rapidly disseminated, including through the use of social media or network sites. Our operating results could be adversely affected if any of our brands suffers damage to its reputation due to real or perceived quality issues. Any damage to our brands could impair our ability to charge premium prices for our products, resulting in the reduction of our margins or losses of distribution to lower price competitors, and adversely affect our business.
The success of our brands can suffer if our marketing plans or new product offerings do not improve, or have a negative impact on, our brands' image or ability to attract and retain consumers. Additionally, if claims made in our marketing campaigns subject us to claims and litigation alleging false advertising, which is common in our industry, such claims and litigation could damage our brand or cause us to alter our marketing plans in ways that may materially and adversely affect sales, or result in the imposition of significant damages against us. In addition, our products could face quality or safety issues, which could result in our withdrawing or recalling the product from the marketplace and may lead to decreased demand for, and sales of, such products and harm the reputation of the related brands. We also license certain of our brands to third parties, and such licenses and partnerships may create additional exposure for those brands to product safety, quality, sustainability and other concerns.
Loss of any of our principal customers could significantly decrease our sales and profitability.
A large percentage of our sales are attributable to a relatively small number of retail customers, and we may continue to derive a significant portion of our future revenues from a small number of customers. Additionally, with the growing trend towards retailer consolidation, the rapid growth of e-commerce and the integration of traditional and digital operations at key retailers, we are increasingly dependent on certain retailers. As a result, changes in the strategies of our largest customers, including a reduction in the number of brands they carry, a shift of shelf space to private label or competitors' products or a decision to lower pricing of consumer products, including branded products, may harm our net sales or margins, and reduce our ability to offer new, innovative products to consumers. Furthermore, these large, consolidated companies could also exert additional competitive pressure on our other customers, which could in turn lead to similar demands on us. If we cease doing business with a significant customer or if we experience a significant reduction in net sales to a key customer, it could have a material adverse effect on our business, financial condition and results of operations.
Customers could reduce their purchasing levels or cease buying products from us at any time and for any reason. If we do not effectively respond to the demands of our customers, they could decrease their purchases from us, causing our net sales and net earnings to decline.
A failure of a key information technology system could adversely impact our ability to conduct business.
We rely extensively on information technology systems, including some that are managed by third-party service providers, in order to conduct business. These systems include, but are not limited to, programs and processes relating to internal and external communications, ordering and managing materials from suppliers, converting materials to finished products, shipping products to customers, processing transactions, summarising and reporting results of operations, and complying with regulatory, legal or or tax requirements. These information technology systems could be damaged or cease to function properly due to the poor performance or failure of third-party service providers, catastrophic events, power outages, security breaches, network outages, failed upgrades or other similar events. If our business continuity plans do not effectively resolve such issues on a timely basis, we may suffer interruptions in conducting our business, which may adversely impact our operating results.
We rely significantly on information technology and any inadequacy, interruption, theft or loss of data, malicious attack, integration failure, failure to maintain the security, confidentiality or privacy of sensitive data residing on our systems or other security failure of that technology could harm our ability to effectively operate our business and damage the reputation of our brands.
Our systems and networks, as well as those of our retailer customers, suppliers, service providers, and banks, have and may in the future become the target of cyberattacks or information security breaches, which in turn could result in the unauthorised release and misuse of confidential or proprietary information about our company, employees, customers or consumers, as well as disrupt their and our operations or damage their and our facilities or those of third parties. We have seen an increase in the number of such attacks since a large number of our employees began working remotely. Furthermore, such attacks may originate from nation states or attempts by outside parties, hackers, criminal organisations, or other threat actors. Any significant breaches or breakdowns of such databases or systems could result in significant costs, including costs to investigate or remediate. While we have taken steps to maintain and enhance cyber security and address these risks and uncertainties by implementing security technologies, internal controls, network and data centre resiliency, redundancy and recovery processes, upgrading our remote work environment and by obtaining insurance coverage, these measures may be inadequate. In addition, such incidents could result in unauthorised disclosure and misuse of material confidential information. Cyber threats are becoming more sophisticated, are constantly evolving and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them. Data breaches or theft of personal information we and our third-party service providers collect, as well as company information and assets, have occurred in the past and may occur in the future and the failure to remediate such intrusions may adversely affect our reputation and financial condition.
Energizer's business is subject to regulation.
The manufacture, packaging, labelling, storage, distribution, advertising and sale of our products are subject to extensive regulation. New or more restrictive regulations or more restrictive interpretations of existing regulations could have an adverse impact on our business. Legislative and regulatory changes by taxing authorities have an impact on our effective tax rate, and we may be subject to additional costs arising from new or changed regulations, including those relating to health care and energy. Additionally, a finding that we are in violation of, or not in compliance with, applicable laws or regulations could subject us to material civil remedies, including fines, damages, injunctions or product recalls, or criminal sanctions. Even if a claim is unsuccessful, is not merited or is not fully pursued, the negative publicity surrounding such assertions could jeopardise our reputation and brand image and have a material adverse effect on our businesses, as well as require resources to to rebuild our reputation.
We must comply with various environmental laws and regulations including those relating to the handling and disposal of solid and hazardous wastes, recycling of batteries, and the remediation of contamination associated with the use and disposal of hazardous substances. A release of such substances due to accident or an intentional act could result in substantial liability to governmental authorities or to third parties. We have incurred, and will continue to incur, capital and operating expenses and other costs in complying with environmental laws and regulations, including remediation costs relating to our current and former properties and third-party waste disposal sites. We could become subject to additional environmental liabilities in the future that could cause a material adverse effect on our results of operations or financial condition.
Changes in production costs, including raw material prices, have adversely affected, and in the future could erode, our profit margins and negatively impact operating results.
Pricing and availability of raw materials, energy, shipping and other services needed for our business can be volatile due to general economic conditions, labour costs, production levels, import duties and tariffs and other factors beyond our control, including inflation. There is no certainty that we will be able to offset future cost increases. This volatility can significantly affect our production cost and may, therefore, have a material adverse effect on our business, results of operations and financial condition.
Volatility, availability and increases in the cost of raw materials and transportation have negatively impacted, and are likely to continue to negatively impact, the Company's results of operations. We believe commodity price and other cost increases and volatility could continue in the future. If such increases occur or exceed our estimates and we are not able to increase the prices of our products or achieve cost savings to offset such cost increases, our results of operation would be harmed. In In addition, even if we increase the prices of our products in response to increases in the cost of commodities or other cost increases, we may not be able to sustain our price increases. Sustained price increases may lead to declines in volume as competitors may not adjust their prices or customers may decide not to pay the higher prices, which could lead to sales declines and loss of market share. Our projections may not accurately predict the volume impact of price increases, which could adversely affect our business, financial condition and results of operations..
Energizer's manufacturing facilities or supply channels may be subject to disruption from events beyond our control.
Operations of the ultimate parent company's manufacturing and packaging facilities worldwide may be subject to disruption for a variety of reasons, including work stoppages, cyber-attacks and other disruptions in information technology systems, demonstrations, disease outbreaks or pandemics acts of war or conflicts (including the ongoing conflict in Ukraine), terrorism, fire, earthquakes, flooding or other natural disasters, disruptions in in logistics, loss or impairment of key manufacturing sites, supplier capacity constraints, raw material and product quality or safety issues, industrial accidents or other occupational health and safety issues, availability of raw materials, and other regulatory issues, trade disputes between countries in which we have operations, such as the U.S. and China. There is also a possibility that third-party manufacturers, which produce a significant portion of certain of our products, could discontinue production with little or no advance notice, or experience financial problems or problems with product quality or timeliness of product delivery, resulting in manufacturing delays or disruptions, regulatory sanctions, product liability claims or consumer complaints. If a major disruption were to occur, it could result in delays in shipments of products to customers or suspension of operations. We maintain business interruption insurance to potentially mitigate the impact of business interruption, but such coverage may not be sufficient to offset the financial or reputational impact of an interruption.
We may not be able to attract, retain and develop key personnel.
Our future performance depends in significant part upon the continued service of our executive officers and other key personnel. The loss of the services of one or more of our executive officers or other key employees could have a material adverse effect on our business, prospects, financial condition and results of operations. Our success also depends on our continuing ability to attract, retain and develop highly qualified personnel. Competition for such personnel is intense, and there can be no no assurance that we can retain and motivate our key employees or attract and retain other highly qualified personnel in the future.
S172 statement
Sustainability at Energizer
Energizer Group Limited is part of the global Energizer Household and Autocare products Group and is a 100% owned subsidiary of Energizer Holdings Inc. (EHI), the ultimate parent company. The strategies of the company are aligned with the strategies of EHI.
During 2021 EHI introduced a new purpose statement, 'We responsibly create products to make lives easier and more enjoyable', and also created a formal sustainability program covering environmental, social and governance (ESG) issues; appointed a global head of sustainability; created a cross functional sustainability team; and developed a long-term sustainability strategy that runs through 2030 and beyond.
The sustainability team conducted an extensive materiality assessment to better understand the sustainability impacts, risks and opportunities for Energizer Holdings across the organisation. Based on the results of this assessment three key focus areas were identified: Sustainable Packaging, Product Sustainability & Safety, Climate & Energy. The team developed multistep plans with goals and timelines to ensure meaningful progress is made toward these goals.
Product sustainability and Environmental responsibility are two of the five pillars of our ESG commitment alongside the remaining three pillars of Social responsibility, Community impact and Corporate governance.
A full sustainability report can be found on Energizer Holdings Inc.'s website.
Identifying our stakeholders
Engaging with a wide range of stakeholders is essential to understanding, anticipating and taking action on risks and opportunities related to sustainability. Our stakeholders include our customers, consumers, colleagues, investors, governments and regulators, trade associations, non-governmental organisations (NGOs) and communities.
For our customers, our ambition is to be a valued supplier across the markets we operate in. We work with them to help them meet consumer needs and support them in achieving their own sustainability goals.
Energizer reaches consumers through many channels, including through our products, in-store, e.commerce and through our brand marketing communications. We are committed to providing products that can help consumers lead more sustainable lives, with the transparency they expect.
We regularly engage with consumers through market research to understand their priorities.
Our colleagues are a core stakeholder group for Energizer. Without them, we wouldn't have a business. We aim to retain and attract top talent in the industry, support them through learning and development opportunities, and provide a work environment where everyone is treated with respect, receives fair compensation and benefits, has work-life flexibility and has a manager who helps them to grow and thrive. Our two-way feedback process allows us to keep an open dialogue with our team members and ensure they have a positive, safe and fulfilling experience of working at Energizer.
We regularly engage with existing and potential shareholders and investors to gauge their sustainability priorities. This helps build mutual understanding and provides a foundation for progress, so that we are focusing on the issues that they care about.
Governments and regulators are a core stakeholder group for Energizer as they set the compliance framework for our business. Our company guidelines on engaging with governments are included in our Code of Conduct.
We work with our suppliers and strive to ensure that the components and materials that go into our products are sourced responsibly. Our requirements from our suppliers are clearly stated in our Supplier Code of Conduct and we actively seek relationships with suppliers that share these values and that promote high standards within their own supply chains.
Our business contributes to the economic livelihoods of many people and communities across our value chain. We create direct and indirect employment opportunities, and we make direct contributions through regional and community activities.
We are members of many industry, business and trade associations whose activities are related to Energizer's brands and operations. These associations provide a forum to have a voice within the broader industry, while providing a platform for joint research, issue monitoring and sharing of best practices. For a list of trade associations where Energizer has made contributions see the Corporate Governance pillar section in our ESG commitment summary.
We engage with NGOs and not-for-profits to help us better understand key issues, stay on top of best practices and achieve certification in some of the sustainability areas that are key priorities for us.
This report was approved by the board of directors on 26 June 2025 and signed on behalf of the board by:
Mrs S Hampton
Director
Registered office:
Sword House
Totteridge Road
High Wycombe
Bucks
England
HP13 6DG
Energizer Group Limited
Directors' Report
Year ended 30 September 2024
The directors present their report and the financial statements of the company for the year ended 30 September 2024 .
Directors
The directors who served the company during the year and up to the date of signing the financial statements were as follows:
Mrs K Dugan
Mrs K Gabrielson
Mrs S Hampton
Dividends paid and payable
The directors do not recommend the payment of a dividend.
Streamlined energy and carbon reporting
Unit
2024
2023
Emissions resulting from activities for which the company is responsible
tCO2e
3
3
Emissions resulting from the purchase of electricity by the company for its own use
tCO2e
30
31
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Total emissions
tCO2e
33
34
Total energy consumption
kWh
158,272
165,224
Intensity metric - tCO2e / employee
0.24
0.24
---------
---------
Methodologies for energy and emissions calculations
The company's ultimate parent uses a global ESG data management software to assist in traceability, record keeping and analysis of data. This software uses the Greenhouse Gas Protocol Methodology by the World Resources Institute.
Principal measures taken to increase energy efficiency
No specific actions have been taken by the company during the year to reduce emissions.
Qualifying third party indemnity provisions
During the year qualifying third party indemnity provisions for the directors were provided by Energizer Holdings Inc., the ultimate parent company. Such qualifying indemnity provisions remain in force as at the date of approval of the financial statements.
Going concern
As the company had net current liabilities of £111.7m at the year end (2023: net current liabilities of £107.7m), the directors have obtained a legally binding letter of support from the ultimate parent company, dated 2 June 2025, to ensure it can service its debts and continue to operate as a going concern, for at least 15 months from the date of the letter. This letter states that:
The Parent will provide financial support to the Company such that the Company is able to operate as a going concern and to settle its liabilities as they fall due. This financial support will include:
- Not seeking the repayment of amounts advanced to the Company by the Parent and/or other members of the Parent group unless adequate alternative financing has been secured by the Company; and
- Advancing further amounts to the Company as required by the Company.
The company therefore continues to adopt the going concern basis in preparing its financial statements.
Disclosure of information in the strategic report
Disclosure of the future activities of the company, the directors' assessment of the company's principal risks and uncertainties and financial risk management as well as the S172 Statement are set out in the Strategic Report.
Directors' responsibilities statement
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law). Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements; - make judgements and accounting estimates that are reasonable and prudent; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.
Directors' confirmations In the case of each director in office at the date the Directors' Report is approved: - so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and - they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Independent auditors
The auditors PricewaterhouseCoopers LLP have indicated their willingness to continue in office and a resolution concerning their reappointment will be proposed at the next board meeting.
This report was approved by the board of directors on 26 June 2025 and signed on behalf of the board by:
Mrs S Hampton
Director
Registered office:
Sword House
Totteridge Road
High Wycombe
Bucks
England
HP13 6DG
Energizer Group Limited
Independent Auditors' Report to the Members of Energizer Group Limited
Year ended 30 September 2024
Report on the audit of the financial statements
Opinion In our opinion, Energizer Group Limited's financial statements: - give a true and fair view of the state of the company's affairs as at 30 September 2024 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law); and - have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report, which comprise: the Statement of Financial Position as at 30 September 2024; the Statement of Comprehensive Income and the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic report and directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 30 September 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 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. Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with the Companies Act 2006 and tax legislation as applicable in the UK, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the engagement team included: - Testing of journal entries for appropriateness, testing of the accounting estimates (because of the risk of management bias), and evaluating the business rationale of significant transactions outside the normal course of business; - Inquiry and discussions with management and the company's legal team, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; and - Challenging assumptions made by management in its critical accounting estimates and judgements; There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report. Use of this report
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: - we have not obtained all the information and explanations we require for our audit; or - adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or - certain disclosures of directors' remuneration specified by law are not made; or - the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility.
Udaya Suddapalli
(Senior Statutory Auditor)
For and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants & Statutory Auditors
Watford
26 June 2025
Energizer Group Limited
Statement of Comprehensive Income
Year ended 30 September 2024
2024
2023
Note
£000
£000
Turnover
5
71,342
65,850
Cost of sales
( 55,991)
( 48,260)
--------
--------
Gross profit
15,351
17,590
Distribution costs
( 19,274)
( 17,419)
Administrative expenses
( 32,761)
( 33,635)
Other operating income
6
34,740
34,719
Impairment of Goodwill
( 25,347)
Intercompany royalties payable
( 11,946)
( 11,787)
--------
--------
Operating loss
7
( 39,237)
( 10,532)
Income from shares in group undertakings
11
621
Interest receivable and similar income
12
1,078
894
Interest payable and similar expenses
13
( 7,717)
( 6,265)
--------
--------
Loss before taxation
( 45,255)
( 15,903)
Tax on loss
14
4,065
988
--------
--------
Loss for the financial year
( 41,190)
( 14,915)
--------
--------
Remeasurement of the net defined benefit plan
( 7,338)
( 3,300)
Tax relating to components of other comprehensive income
1,835
825
-------
-------
Other comprehensive income for the year
( 5,503)
( 2,475)
--------
--------
Total comprehensive income for the year
( 46,693)
( 17,390)
--------
--------
All the activities of the company are from continuing operations.
Energizer Group Limited
Statement of Financial Position
30 September 2024
2024
2023
Note
£000
£000
£000
Fixed assets
Intangible assets
15
7,447
37,293
Tangible assets
16
895
1,023
Investments
17
33,915
41,215
--------
--------
42,257
79,531
Current assets
Debtors
18
34,306
34,073
Cash at bank and in hand
4,098
7,119
--------
--------
38,404
41,192
Creditors: amounts falling due within one year
19
( 150,153)
( 148,902)
---------
---------
Net current liabilities
( 111,749)
( 107,710)
---------
---------
Total assets less current liabilities
( 69,492)
( 28,179)
Provisions for liabilities
Taxation including deferred tax
20
( 1,568)
--------
--------
Net liabilities excluding defined benefit pension plan asset
(69,492)
(29,747)
Defined benefit pension plan asset
22
172
7,119
--------
--------
Net liabilities including defined benefit pension plan asset
( 69,320)
( 22,628)
--------
--------
Capital and reserves
Share premium account
25
41,215
41,215
Profit and loss account
( 110,535)
( 63,843)
---------
--------
Total shareholders' funds
( 69,320)
( 22,628)
---------
--------
These financial statements were approved by the board of directors and authorised for issue on 26 June 2025 , and are signed on behalf of the board by:
Mrs S Hampton
Director
Company registration number: 3937798
Energizer Group Limited
Statement of Changes in Equity
Year ended 30 September 2024
Share premium account
Profit and loss account
Total
£000
£000
£000
At 1 October 2022
41,215
( 46,453)
( 5,238)
Loss for the year
( 14,915)
( 14,915)
Other comprehensive income for the year:
Remeasurement of the net defined benefit plan
22
( 3,300)
( 3,300)
Tax relating to components of other comprehensive income
14
825
825
--------
--------
--------
Total comprehensive income for the year
( 17,390)
( 17,390)
Equity-settled share-based payments
520
520
Charge from ultimate parent for equity-settled share-based payments
( 520)
( 520)
--------
--------
--------
Total investments by and distributions to owners
At 30 September 2023
41,215
( 63,843)
( 22,628)
Loss for the year
( 41,190)
( 41,190)
Other comprehensive income for the year:
Remeasurement of the net defined benefit plan
22
( 7,338)
( 7,338)
Tax relating to components of other comprehensive income
14
1,835
1,835
--------
--------
--------
Total comprehensive income for the year
( 46,693)
( 46,693)
Equity-settled share-based payments
551
551
Charge from ultimate parent for equity-settled share-based payments
(550)
(550)
----
----
----
Total investments by and distributions to owners
1
1
--------
---------
--------
At 30 September 2024
41,215
( 110,535)
( 69,320)
--------
---------
--------
Energizer Group Limited
Notes to the Financial Statements
Year ended 30 September 2024
1. General information
The company is a private company limited by shares, incorporated and registered in England and Wales. The address of the registered office is Sword House, Totteridge Road, High Wycombe, Bucks, HP13 6DG.
2. Statement of compliance
These financial statements have been prepared in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102'), and with the Companies Act 2006.
3. Accounting policies
The following accounting policies have been applied consistently throughout the period in dealing with items which are considered material in relation to the company's financial statements.
Basis of preparation
The financial statements have been prepared on a going concern basis under the historical cost convention. The financial statements are prepared in sterling, which is the functional currency of the entity. The preparation of financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in this note under the heading judgements and key sources of estimation uncertainty.
Going concern
As the company had net current liabilities of £111.7m at the year end (2023: net current liabilities of £107.7m), the directors have obtained a legally binding letter of support from the ultimate parent company, dated 2nd June 2025, to ensure it can service its debts and continue to operate as a going concern, for at least 15 months from the date of the letter. This letter states that: The Parent will provide financial support to the Company such that the Company is able to operate as a going concern and to settle its liabilities as they fall due. This financial support will include: - Not seeking the repayment of amounts advanced to the Company by the Parent and/or other members of the Parent group unless adequate alternative financing has been secured by the Company; and - Advancing further amounts to the Company as required by the Company. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Disclosure exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Energizer Holdings Inc. , which can be obtained from Investor relations, Energizer Holdings Inc., 8235 Forsyth Blvd, Suite 100 Clayton, MO 63105, USA. As such, advantage has been taken of the following disclosure exemptions: - from the requirement to prepare a statement of cash flows as required by paragraph 3.17(d) of FRS 102; - from the requirement to disclose the key management personnel compensation in total as required by paragraph 33.7 of FRS 102; - from the requirement to present a reconciliation of the number of shares outstanding at the beginning and end of the period as required by paragraph 4.12(a)(iv) of FRS 102; - from the requirement to present certain financial instrument disclosures, as required by sections 11 and 12 of FRS 102; and - from certain disclosures requirements in respect of share-based payments as required by paragraphs 26.18(b), 26.19-26.21 & 26.23 because the share-based payment concerns equity instruments of the ultimate parent and the equivalent disclosures are included in the consolidated financial statements of the group in which the entity is consolidated.
Consolidation
The company is a wholly owned subsidiary of Energizer Trading Limited and of its ultimate parent, Energizer Holdings Inc., a company incorporated in the USA. It is included in the consolidated financial statements of Energizer Holdings Inc. which are publicly available and can be obtained from Investor Relations, Energizer Holdings Inc., 8235 Forsyth Blvd, Suite 100 Clayton, MO 63105, USA.. Therefore the company is exempt by virtue of section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements.
Related party transactions
The company has made use of the exemption contained in paragraph 33.1A of FRS 102, not to disclose related party transactions with other group companies, as it is a wholly owned subsidiary of a company, Energizer Holdings Inc., which prepares consolidated financial statements incorporating those transactions.
Turnover
Turnover is generated solely in the United Kingdom and represents invoiced amounts (stated net of value added tax), presented net of trade discounts and rebates, and is recognised when the goods are delivered to the customer which is when title to the product passes to the customer. The company offers rebate programs, primarily to its retail customers, designed to promote the sales of its products. Such programs require periodic payments and allowances based on estimated results and are recorded as a reduction to revenue.
Other operating income
Other operating income represents intercompany royalty income, income from recharges of regional head office activities to other group companies during the year and the management service fee receivable from ETL under the management services agreement (see the strategic report for further details).
Other operating Income is recognised in the accounting period in which the services are rendered and royalty earned.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Trademarks
Trademarks are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Trademarks are amortised over their estimated useful life of fifteen years on a straight line basis.
Software
Computer software is stated at cost less accumulated amortisation and accumulated impairment losses. Software is amortised over its estimated useful life of five to seven years on a straight line basis.
Goodwill
Goodwill represents the excess of the fair value of the consideration given over the fair value of the identifiable net assets acquired. Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows: Goodwill - 10 to 15 years straight line
Tangible assets
Tangible fixed assets are stated at historic purchase cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows: Leasehold improvements 10 years straight line Fixtures & fittings - 3 to 10 years straight line Plant, machinery and equipment - 3 to 6 years straight line
Investments
Investments in subsidiaries are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.
Impairment of non-financial assets
At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset's cash generating unit) may be impaired. If there is such an indication the recoverable amount of the asset (or asset's cash generating unit) is compared to the carrying amount of the asset (or asset's cash generating unit). The recoverable amount of the asset (or asset's cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset's (or asset's cash generating unit) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset. If the recoverable amount of the asset (or asset's cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment.
Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship (see hedge accounting policy).
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.
For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined benefit plans
The pension asset/(liability) recognised in the balance sheet is the value of the scheme's assets less the present value of the scheme's liabilities. The defined benefit scheme is closed to new entrants and at 30 September 2017 it closed to future accrual. The assets of the scheme are held separately from those of the company in an independently administered fund. The plan surplus has been recognised as an asset on the basis that the company has an unconditional right to receive the surplus on wind up of the plan or following the gradual settlement of liabilities. The unconditional right is provided under the trust deed and the rules of the plan. The pension cost for the scheme is analysed between past service cost and net return on pension scheme assets. Past service costs, relating to employee service in prior periods arising in the current period as a result of the introduction of, or improvement to, retirement benefits, are recognised in the profit and loss account on a straight-line basis over the period in which the increase in benefit vest. Net expected return on the pension scheme assets comprises the expected return on the pension scheme assets less interest on scheme liabilities. The actuarial gains and losses which arise from updating the latest actuarial valuation to reflect conditions at the balance sheet date are recognised in the other comprehensive income for the period.
Defined contribution plans
Contributions payable in the period in respect of services rendered are recognised as an expense. Differences between contributions payable in the period and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
Share-based payments
The group issues equity-settled share-based payment awards to certain employees. Equity- settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the group's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions, with a corresponding increase in the share option reserve. Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. Employer's National Insurance is recognised at the current rates on the potential gain on these equity instruments, and on a straight line basis over the period of vesting of the options. The ultimate parent company recharges the costs related to shares granted to eligible employees of the company. The company does not settle the equity-settled share-based payment transaction in its own equity instrument. The transaction is accounted for as if it is a cash-settled share-based payment transaction. As the group recharges the costs on an accrual basis, there is no fair value share based payments liability at the balance sheet date.
Share capital
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
4. Judgements and key sources of estimation uncertainty
The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Rebates
The company offers a variety of programs, primarily to retail customers, designed to promote sales of its products. Such programs require periodic payments and allowances based on estimated results of specific programs and are recorded as a reduction to net sales. The company accrues, at the time of sale, the estimated total payments and allowances associated with each transaction. At the balance sheet date, the company reviews the level of actual activity for each promotion and updates the accrual as required.
Defined benefit pension scheme
The company has an obligation to pay pension benefits to certain employees. The cost of these benefits and the present value of the obligation depend on a number of factors, including; life expectancy, salary increases, asset valuations and the discount rate on corporate bonds. Management estimates these factors in determining the net pension obligation in the balance sheet. The assumptions reflect historical experience and current trends. See note 22 for the disclosures relating to the defined benefit pension scheme.
Recoverable amount of investments
The company makes estimates of the recoverable amounts of its investments in subsidiary undertakings based on the net assets of the subsidiaries or the discounted net present value of their future operating cash flows. The latter involves significant estimates and assumptions related to revenue growth rates and discount rates.
Intangible assets
The company considers whether its intangible assets are impaired. Where an indication of impairment is identified the company estimates the recoverable value of the assets. This requires estimation of the future cash flows that will be generated by these assets and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.
Useful economic lives of intangible assets
The annual depreciation charge for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
5. Turnover
Turnover arises from:
2024
2023
£000
£000
Sale of goods
71,342
65,850
--------
--------
The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
6. Other operating income
2024
2023
£000
£000
Intercompany royalty income
789
608
Management Service Fee from ETL
29,565
29,822
Other operating income
4,386
4,289
--------
--------
34,740
34,719
--------
--------
Other operating income includes the income from recharges of regional head office activities to other group companies during the year.
7. Operating loss
Operating profit or loss is stated after charging/crediting:
2024
2023
£000
£000
Amortisation of intangible assets
4,506
5,102
Depreciation of tangible assets
240
230
Impairment of trade debtors
4
795
Equity-settled share-based payments expense
551
520
Operating lease rentals
468
459
Foreign exchange differences
45
( 682)
-------
-------
8. Auditors' remuneration
2024
2023
£000
£000
Fees payable for the audit of the financial statements
123
117
----
----
Fees payable to the company's auditors for:
Audit of the financial statements of fellow subsidiaries
400
389
----
----
The company has paid audit fees for work undertaken in the UK on behalf the company's UK fellow subsidiaries Energizer UK Limited, Energizer Trading Limited as well as other European fellow subsidiaries. The company has borne these fees in its capacity as the European principal and has not recharged the fellow subsidiaries for these audit fees.
9. Staff costs
The monthly average number of persons employed by the company during the year, including the directors, amounted to:
2024
2023
No.
No.
Selling and administration
139
143
----
----
The aggregate payroll costs incurred during the year, relating to the above, were:
2024
2023
£000
£000
Wages and salaries
11,540
12,501
Social security costs
1,502
1,569
Other pension costs
1,109
918
--------
--------
14,151
14,988
--------
--------
Wages and salaries includes the cost of Equity-settled share-based payments £551,000 (2023: £520,000) (see note 23). They also include £67,000 severance costs related to Project Momentum (2023: £607,000), of which £36,000 were accrued at the year end. Social security costs include £8,000 accrued Employer's National Insurance related to Project Momentum (2023: £84,000). Other pension costs are amounts charged to operating profit (see note 22). They do not include amounts credited to finance income or charged to finance costs (see notes 12 & 13), and amounts recognised in other comprehensive income.
10. Directors remuneration
The directors are all based in the US and are paid by the ultimate parent Energizer Holdings Inc. (EHI). EHI does not charge any UK entity for the services of these directors as they are paid predominantly for their services to EHI and not for their services as directors of the UK subsidiaries.
11. Income from shares in group undertakings
2024
2023
£000
£000
Dividends from group undertakings
7,921
Amounts written off investments
(7,300)
-------
----
621
-------
----
On 12 March 2024 the company received a USD 10,000,000 (£7,921,000) dividend from EBII.
The net assets of EBII were reduced following the payment of this dividend and the investment value was written down as a result (see note 17).
12. Interest receivable and similar income
2024
2023
£000
£000
Interest from group undertakings
653
288
Net finance income in respect of defined benefit pension plans
391
534
Other interest receivable and similar income
34
72
-------
----
1,078
894
-------
----
13. Interest payable and similar expenses
2024
2023
£000
£000
Interest due to group undertakings
7,639
6,157
Other interest payable and similar charges
78
108
-------
-------
7,717
6,265
-------
-------
14. Tax on loss
Major components of tax income
2024
2023
£000
£000
Current tax:
UK current tax income
( 4,089)
Adjustments in respect of prior periods
5
( 856)
-------
----
Total UK current tax
( 4,084)
( 856)
Foreign current tax expense
16
61
-------
----
Total current tax
( 4,068)
( 795)
-------
----
Deferred tax:
Origination and reversal of timing differences
3
( 193)
-------
----
Tax on loss
( 4,065)
( 988)
-------
----
Tax recognised as other comprehensive income or equity
The aggregate current and deferred tax relating to items recognised as other comprehensive income or equity for the year was £(1,834,500) (2023: £(825,000)).
Reconciliation of tax income
The tax assessed on the loss on ordinary activities for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 22 %).
2024
2023
£000
£000
Loss on ordinary activities before taxation
( 45,255)
( 15,903)
--------
--------
Loss on ordinary activities by rate of tax
( 11,314)
( 3,499)
Adjustment to tax charge in respect of prior periods
5
( 856)
Effect of expenses not deductible for tax purposes
6,990
706
Effect of capital allowances and depreciation
226
109
Schedule 23 relief
4
52
Group relief surrendered (claimed) not paid for
2,484
Tax in respect of pensions booked to equity
98
Other short term timing differences
( 90)
( 45)
Foreign tax suffered
16
61
--------
--------
Tax on loss
( 4,065)
( 988)
--------
--------
Subsequent to the year end it has been brought to the attention of the Directors that the surrender of UK tax losses by the company to other energizer UK entities in the prior year (in line with the Corporation tax Act 2010) without consideration represents a distribution of assets with intrinsic value from the company for which the company has not been compensated. The value of such tax losses surrendered by the company amounted to £2,475,000. The company did not have sufficient distributable reserves to support the distributions. The company is engaging its tax experts and legal advisors to address any remedial actions to rectify this issue.
Factors that may affect future tax income
In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). There has been no change to corporation tax rates for the financial year ended 30 September 2024. For the financial year ended 30 September 2024 the weighted average tax rate is 25% (2023: weighted average tax rate was 22%).
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.
15. Intangible assets
Goodwill
Trademarks
Software
Technology & Patents
Customer Lists
Total
£000
£000
£000
£000
£000
£000
Cost
At 1 Oct 2023
109,168
10,798
8,263
910
4,268
133,407
Additions
7
7
---------
--------
-------
----
-------
---------
At 30 Sep 2024
109,168
10,798
8,270
910
4,268
133,414
---------
--------
-------
----
-------
---------
Amortisation
At 1 Oct 2023
77,697
8,951
6,404
497
2,565
96,114
Charge for the year
3,183
239
558
72
454
4,506
Impairment losses
25,347
25,347
---------
--------
-------
----
-------
---------
At 30 Sep 2024
106,227
9,190
6,962
569
3,019
125,967
---------
--------
-------
----
-------
---------
Carrying amount
At 30 Sep 2024
2,941
1,608
1,308
341
1,249
7,447
---------
--------
-------
----
-------
---------
At 30 Sep 2023
31,471
1,847
1,859
413
1,703
37,293
---------
--------
-------
----
-------
---------
16. Tangible assets
Land, buildings and leasehold improvements
Plant, machinery and equipment
Fixtures and fittings
Total
£000
£000
£000
£000
Cost
At 1 October 2023
1,322
893
289
2,504
Additions
86
26
112
Disposals
( 15)
( 15)
-------
----
----
-------
At 30 September 2024
1,408
904
289
2,601
-------
----
----
-------
Depreciation
At 1 October 2023
665
769
47
1,481
Charge for the year
129
81
30
240
Disposals
( 15)
( 15)
-------
----
----
-------
At 30 September 2024
794
835
77
1,706
-------
----
----
-------
Carrying amount
At 30 September 2024
614
69
212
895
-------
----
----
-------
At 30 September 2023
657
124
242
1,023
-------
----
----
-------
17. Investments
Shares in group undertakings
£000
Cost
At 1 October 2023 and 30 September 2024
41,215
--------
Impairment
At 1 October 2023
Impairment losses
7,300
--------
At 30 September 2024
7,300
--------
Carrying amount
At 30 September 2024
33,915
--------
At 30 September 2023
41,215
--------
The impairment in the year relates to the investment in Energizer Brands II LLC, which was written down following the payment of a dividend to the company which reduced the subsidiary's net assets (see note 11).
Subsidiaries, associates and other investments
Registered office
Class of share
Percentage of shares held
Subsidiary undertakings
Energizer Brands UK Limited
Sword House
Ordinary
100
Totteridge Road
High Wycombe
Bucks
HP13 6DG
Energizer Brands II LLC
Ordinary
100
Energizer Brands II LLC is an overseas company incorporated in the United States with a UK establishment at Sword House, Totteridge Road, High Wycombe, HP13 6DG.
18. Debtors
2024
2023
£000
£000
Trade debtors
19,232
15,363
Amounts owed by group undertakings
12,761
16,197
Deferred tax asset
166
Prepayments and accrued income
2,147
1,754
Corporation tax repayable
761
Other debtors
( 2)
--------
--------
34,306
34,073
--------
--------
All amounts owed by group undertakings are unsecured and are repayable on demand except for the fixed term loans and the revolving loans disclosed below. Included within this amount are: Trading accounts with a number of affiliates, totalling £4,304,000 (2023: £6,426,000) that are settled on normal trading terms and are therefore interest free. £6,946,000 (2023: £6,752,000) owed by Energizer UK Limited. This loan matures in September 2025 and carries interest at 5.75% (2023: 7.14%) per annum. At the balance sheet date accrued interest of £1,000 (2023: £1,000) was outstanding. This loan is expected to be renewed. £1,510,000 (2023: £3,000,000) owed by Energizer Auto UK Limited (EAUK). This revolving facility arrangement, which allows EAUK to borrow up to £5,000,000, matures in August 2025 and carries interest at 4.68% (2023: 5.56%) per annum. At the balance sheet date accrued interest of £11,000 (2023: £18,000) was outstanding. This facility is expected to be renewed.
19. Creditors: amounts falling due within one year
2024
2023
£000
£000
Trade creditors
1,221
970
Amounts owed to group undertakings
123,266
120,990
Accruals and deferred income
6,701
7,826
Social security and other taxes
3,130
2,731
Accrued Rebates
15,835
16,385
---------
---------
150,153
148,902
---------
---------
Amounts owed to group undertakings are unsecured and are repayable on demand except for the fixed term loan disclosed below. Included within this amount are: Trading accounts with a number of affiliates, totalling £16,866,000 (2023: £14,590,000) that are settled on normal trading terms and are therefore interest free. £106,400,000 (2023: £106,400,000) payable to Energizer Europe Limited. This loan matures in September 2025 and carries interest at 5.68% (2023:7.14%) per annum. At the balance sheet date accrued interest of £Nil (2023: £Nil) was outstanding. This loan is expected to be renewed. Accruals and deferred income includes £36,000 (2023: £691,000) accrued employee severance costs incurred in relation to project Momentum (see note 9).
20. Provisions for liabilities
Deferred tax (note 21)
£000
At 1 October 2023
1,568
Transferred to assets
166
Items dealt with in profit or loss
3
Items dealt with in other comprehensive income
( 1,737)
-------
At 30 September 2024
-------
21. Deferred tax
The deferred tax included in the statement of financial position is as follows:
2024
2023
£000
£000
Included in debtors (note 18)
( 166)
Included in provisions for liabilities (note 20)
1,568
----
-------
( 166)
1,568
----
-------
The deferred tax account consists of the tax effect of timing differences in respect of:
2024
2023
£000
£000
Accelerated capital allowances
( 32)
( 30)
Provisions for liabilities
( 39)
( 27)
Pension plan obligations
43
1,780
Share-based payments
( 138)
( 155)
----
-------
(166)
1,568
----
-------
22. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 554,000 (2023: £ 545,000 ).
Defined benefit plans
The most recent comprehensive actuarial valuation was performed 5 April 2021 and this has been rolled forward to 30 September 2024. In rolling forward the liabilities the following factors have been taken into consideration: - Changes in financial and demographic assumptions - Benefits paid from the Plan up to 30 September 2024 - Inflation experience on pension increases up to April 2024 and revaluations in September 2021, September 2022 and September 2023. In February 2024 the Company completed a buy-in with Just Retirement Limited to insure its defined benefit pension plan. The insurance premium was paid out of the plan's assets. The Company intends to progress to a buy-out of the pension plan in the future but has not made any commitments in this respect at the date of signing these financial statements.
The statement of financial position net defined benefit asset is determined as follows:
2024
2023
£000
£000
Present value of defined benefit obligations
( 35,349)
( 33,069)
Fair value of plan assets
35,521
40,188
--------
--------
172
7,119
----
-------
Changes in the present value of the defined benefit obligations are as follows:
2024
£000
At 1 October 2023
33,069
Interest expense
1,771
Benefits paid
(1,765)
Remeasurements:
Actuarial (gains) / losses
2,274
--------
At 30 September 2024
35,349
--------
Changes in the fair value of plan assets are as follows:
2024
£000
At 1 October 2023
40,188
Interest income
2,162
Benefits paid
( 1,765)
Contributions by employer
555
Administration expenses
(555)
Remeasurements:
Return on plan assets, excluding amount included in interest income
( 5,064)
--------
At 30 September 2024
35,521
--------
The total costs for the year in relation to defined benefit plans are as follows:
2024
2023
£000
£000
Recognised in profit or loss:
Net interest income
( 391)
( 534)
Administration expenses
555
373
----
----
164
( 161)
----
----
Recognised in other comprehensive income:
Remeasurement of the liability:
Actuarial gains and losses
( 2,274)
2,465
Return on plan assets, excluding amounts included in net interest
(5,064)
(5,765)
-------
-------
(7,338)
(3,300)
-------
-------
The percentage that each major class constitutes of the fair value of the total plan assets at the reporting date are as follows:
2024
2023
%
%
Equity instruments
15.00
Debt instruments
80.00
Cash and cash equivalents
0.50
5.00
Insurance contract
99.50
The plan surplus has been recognised as an asset on the basis that the company has an unconditional right to receive the surplus on wind up of the plan or following the gradual settlement of liabilities. The unconditional right is provided under the trust deed and the rules of the plan.
The principal actuarial assumptions as at the statement of financial position date were:
2024
2023
%
%
Discount rate
5.05
5.50
Expected rate of increase in pensions
3.05
3.20
Inflation assumption
3
3
Rate of revaluation in deferment
2.50
2.70
-----
-----
23. Share-based payments
On January 27, 2020, the Company's shareholders approved the Energizer Holdings, Inc. Omnibus Incentive Plan (2020 Plan). The 2020 Plan replaced and superseded the 2015 Plan for new grants, though the terms of the 2015 Plan will continue to govern all awards granted under that plan. The 2020 Plan reserved 6.5 million shares for issuance under that plan as well as the shares that were still available for issuance under the 2015 Plan. On January 30, 2023, the Company's shareholders approved the Energizer Holdings, Inc. 2023 Omnibus Incentive Plan (2023 Plan). The 2023 Plan replaced and superseded the 2020 Plan for new grants, though the terms of the 2020 Plan will continue to govern all awards granted under that plan. Under the 2023 Plan, stock options, stock appreciation rights, restricted stock and restricted stock units (time-based and performance-based), other stock awards and cash-based awards may be granted to directors, officers, consultants, advisors and employees of the Company. The 2023 Plan authorised 4.3 million shares for issuance under that plan as well as the shares that were still available for issuance under the 2020 Plan. At September 30, 2024, there were 7.0 million shares available for future awards under the 2023 Omnibus Plan. The ultimate parent company recharges the costs related to shares granted to eligible employees of the company.
The total expense recognised in profit or loss for the year is as follows:
2024
2023
£000
£000
Equity-settled share-based payments
551
520
----
----
Restricted Stock Equivalents (RSE) EHI granted RSE awards each November since 2015 to groups of key employees and executives that vest rateably over four years and performance shares that will vest subject to meeting target amounts for both cumulative adjusted earnings per share and cumulative free cash flow as a percentage of sales over the three year performance period. These performance measures are equally weighted in determining the final share award.
24. Called up share capital
Issued, called up and fully paid
2024
2023
No.
£
No.
£
Ordinary shares of £– each
618,640,000
618,640,000
--------------
----
--------------
----
25. Reserves
The Share Premium account represents the premium received in excess of the nominal value of issued shares :
2024 2023
£000 £000
At 1 October and 30 September 41,215 41,215
26. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
2024
2023
£000
£000
Not later than 1 year
474
456
Later than 1 year and not later than 5 years
1,763
1,728
Later than 5 years
30,529
30,529
--------
--------
32,766
32,713
--------
--------
27. Controlling party
The company's immediate parent is Energizer Trading Limited , a company registered in England and Wales. The company's ultimate parent company and controlling party is Energizer Holdings Inc., a US company incorporated in the state of Missouri. The parent undertaking of the smallest and largest group for which financial statements are drawn up and of which the company is a member is Energizer Holdings Inc., incorporated in the USA. Copies of Energizer Holdings Inc.'s annual report can be obtained from Investor Relations, Energizer Holdings Inc., 8235 Forsyth Blvd, Suite 100 Clayton, MO 63105, USA.