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COMPANY REGISTRATION NUMBER:
07403263
Energizer Auto UK Parent Limited |
|
Energizer Auto UK Parent Limited |
|
Year ended 30 September 2024
Independent auditors' report to the members of
Energizer Auto UK Parent Limited |
5 |
|
|
Statement of comprehensive income |
9 |
|
|
Statement of financial position |
10 |
|
|
Statement of changes in equity |
11 |
|
|
Notes to the financial statements |
12 |
|
|
Energizer Auto UK Parent Limited |
|
Year ended 30 September 2024
Business review
The company is an investment holding company
(see note 8 for details). Given the straight forward nature of the business the company's directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business. In the prior year the company performed an impairment review of its investments in subsidiaries at the year end and wrote down £40,000 from the investment in Armored AutoGroup Philippines Inc. as a result of a decline in the net assets of that subsidiary during the year. At the balance sheet date the company had net assets of £50,000 (2023: £51,000)
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. 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
As an investment holding company the principal risk that the company is exposed to is the recoverability of its investment values. The directors carry out annual impairment reviews of these investments and regular performance reviews of their underlying businesses.
This report was approved by the board of directors on 26 June 2025 and signed on behalf of the board by:
Registered office: |
Sword House |
Totteridge Road |
High Wycombe |
Bucks |
England |
HP13 6DG |
|
Energizer Auto UK Parent Limited |
|
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
The directors do not recommend the payment of a dividend.
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.
Disclosure of information in the strategic report
Disclosure of the future activities of the company and the directors' assessment of the company's principal risks and uncertainties and financial risk management 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:
Registered office: |
Sword House |
Totteridge Road |
High Wycombe |
Bucks |
England |
HP13 6DG |
|
Energizer Auto UK Parent Limited |
|
Independent Auditors' Report to the Members of
Energizer Auto UK Parent Limited |
|
Year ended 30 September 2024
Report on the audit of the financial statements
Opinion In our opinion, Energizer Auto UK Parent 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; and - Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. 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 Auto UK Parent Limited |
|
Statement of Comprehensive Income |
|
Year ended 30 September 2024
Administrative expenses |
(
1) |
(
1) |
|
---- |
---- |
Operating loss |
(
1) |
(
1) |
|
|
|
Amounts written back to investments |
– |
(
40) |
|
---- |
---- |
Loss before taxation |
(
1) |
(
41) |
|
|
|
Tax on loss |
7 |
– |
– |
|
---- |
---- |
Loss for the financial year and total comprehensive income |
(
1) |
(
41) |
|
---- |
---- |
|
|
|
|
All the activities of the company are from continuing operations.
Energizer Auto UK Parent Limited |
|
Statement of Financial Position |
|
30 September 2024
Fixed assets
Current assets
Cash at bank and in hand |
26 |
27 |
|
---- |
---- |
Net current assets |
26 |
27 |
|
---- |
---- |
Total assets less current liabilities |
50 |
51 |
|
---- |
---- |
|
|
|
Capital and reserves
Foreign currency translation reserve |
10 |
48 |
48 |
Profit and loss account |
2 |
3 |
|
---- |
---- |
Total shareholders' funds |
50 |
51 |
|
---- |
---- |
|
|
|
|
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:
Company registration number:
07403263
Energizer Auto UK Parent Limited |
|
Statement of Changes in Equity |
|
Year ended 30 September 2024
|
Foreign currency translation reserve |
Profit and loss account |
Total |
|
£000 |
£000 |
£000 |
At 1 October 2022 |
48 |
44 |
92 |
|
|
|
|
Loss for the year |
|
(
41) |
(
41) |
|
---- |
---- |
---- |
Total comprehensive income for the year |
– |
(
41) |
(
41) |
|
|
|
|
At 30 September 2023 |
48 |
3 |
51 |
|
|
|
|
Loss for the year |
|
(
1) |
(
1) |
|
---- |
---- |
---- |
Total comprehensive income for the year |
– |
(
1) |
(
1) |
|
|
|
|
|
---- |
---- |
---- |
At 30 September 2024 |
48 |
2 |
50 |
|
---- |
---- |
---- |
|
|
|
|
Energizer Auto UK Parent Limited |
|
Notes to the Financial Statements |
|
Year ended 30 September 2024
1.
General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Sword House, Totteridge Road, High Wycombe, Bucks, HP13 6DG, England.
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
The company is a holding company and has no day to day working capital requirements. The company has no financial obligations. After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of at least 12 months from the date of signing the financial statements. 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;and - from the requirement to present certain financial instrument disclosures, as required by sections 11 and 12 of FRS 102.
Consolidation
The company is a wholly owned subsidiary of Energizer Auto UK 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.
Taxation
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
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.
Investments
Investments in subsidiaries are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
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.
Dividend income is recognised when the right to receive payment is established.
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.
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.
5.
Auditors' remuneration
The auditors' remuneration in the year was borne by Energizer Auto UK Limited. The remuneration in respect of the audit for the company was £12,705 (2023: £12,100), however no recharge was made to the company.
6.
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.
7.
Tax on loss
Reconciliation of tax income
The tax assessed on the loss on ordinary activities for the year is the same as (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 |
(
1) |
(
41) |
|
---- |
---- |
Loss on ordinary activities by rate of tax |
– |
(
9) |
Effect of expenses not deductible for tax purposes |
– |
9 |
|
---- |
---- |
Tax on loss |
– |
– |
|
---- |
---- |
|
|
|
Factors that may affect future tax income
The tax rate for the current year is 25% (2023: 22%)
The company has unrelieved tax losses of £3,825,540 as at 30 September 2024. No deferred tax asset was recognised as recovery is uncertain.
8.
Investments
|
Shares in group undertakings |
|
£000 |
Cost |
|
At 1 October 2023 and 30 September 2024 |
64 |
|
---- |
Impairment |
|
At 1 October 2023 and 30 September 2024 |
40 |
|
---- |
|
|
Carrying amount |
|
At 30 September 2024 |
24 |
|
---- |
At 30 September 2023 |
24 |
|
---- |
|
|
The brought forward impairment relates to the investment in Armored AutoGroup Philippines Inc. which was written down following a review of its recoverable amount.
Subsidiaries, associates and other investments
|
Registered office |
Class of share |
Percentage of shares held |
Subsidiary undertakings |
|
|
|
Energizer Auto HK Limited |
Bird & Bird, 1 Queen's Road East |
Ordinary |
100 |
|
Hong Kong |
|
|
Armored AutoGroup Philippines Inc. |
Siguion Reyna Montecillo & Ongisako Attorneys and Counsellors-At-Law |
Ordinary |
100 |
|
Citibank Center |
|
|
|
8741 Passo de Roxas |
|
|
|
Makati City 1226 |
|
|
|
Philippines |
|
|
|
|
|
|
All investments are direct holdings in dormant entities.
9.
Called up share capital
Issued, called up and fully paid
|
2024 |
2023 |
|
No. |
£ |
No. |
£ |
Ordinary shares of £ 0.01 each |
15,002 |
150 |
15,002 |
150 |
|
-------- |
---- |
-------- |
---- |
|
|
|
|
|
10.
Reserves
The Foreign Currency Translation Reserve arose in 2014 when the company changed its functional currency from USD to GBP.
|
2024 |
2023 |
|
£000 |
£000 |
|
At 1 October and 30 September |
48 |
48 |
|
|
|
|
11.
Controlling party
The company's immediate parent is
Energizer Auto UK 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.