Energizer Europe Limited Company accounts

ENERGIZER EUROPE LIMITED - Company Information

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COMPANY REGISTRATION NUMBER: 11246130

Energizer Europe Limited

Annual Report

30 September 2020

Energizer Europe Limited

Financial Statements

Year ended 30 September 2020

Contents	Page

Strategic report	1

Directors' report	3

Independent auditors' report to the members of Energizer Europe Limited	7

Statement of comprehensive income	10

Statement of financial position	11

Statement of changes in equity	12

Notes to the financial statements	13

Energizer Europe Limited

Strategic Report

Year ended 30 September 2020

Business review

On 1 November 2019 the Company sold its Micropower manufacturing, logistics and warehousing business and assets to its immediate parent Energizer Trading Limited (ETL) for a consideration of £37.2m made up of a combination of cash and an intercompany loan note, giving rise to a gain on disposal of £18.4m. On 1 November 2019 the Company sold its its non manufacturing, logistics and warehousing Micropower business and assets to Energizer Group Limited (EGL), a fellow group company, for £106.4m giving rise to a further £95.4m gain on disposal. Consideration for this disposal was in the form of an intercompany loan note. On 2 January 2020 the Company sold its investment in VARTA Consumer Batteries UK Limited to VARTA A.G. for €34,974,686 (£29,585,087 converted to EUR at the exchange rate applicable on the date of the sale), giving rise to a gain on disposal of £1,586,535. The micropower business performed inline with management's expectations for the first month of the year prior to the disposals mentioned above, achieving turnover of £4,876,000 and a gross profit margin of 45% (2019: 40%) Since 1 November 2019 the Company no longer trades but it continues to receive intercompany loan interest from EGL and ETL. Given the straight forward nature of the ongoing business the company's directors are of the opinion that analysis using KPIs is no longer necessary for an understanding of the development, performance or position of the business. Coronavirus COVID-19 Pandemic On 30 January 2020 the World Health Organisation declared COVID-19 as a public health emergency of international concern and on 11 March 2020 it declared the situation as a global pandemic. The COVID-19 health crisis poses significant and widespread risks to the Company's business as well as to the business environment and the markets in which the Company operates. During these challenging times Energizer Holdings Inc. and its subsidiaries are operating with two enduring principles, ensuring the health of colleagues and business continuity. The global organisation is following the guidelines issued by the U.S. Center for Disease Control and Prevention, respective National Governments and the World Health Organisation and have instituted work from home for the majority of our office locations. We have also instituted additional measures at our production facilities, including temperature monitoring, enhanced facility cleaning, visual cues to aid in social distancing, and staggered shifts to minimise the number of colleagues on-site at any given time. We track and monitor suspected and confirmed cases of COVID-19, and we encourage colleagues to stay home if they or their family members are ill. The directors have considered the impacts of the pandemic on going concern and have concluded that it is appropriate to prepare the financial statements on a going concern basis.

Financial risk management

The credit risk, liquidity risk and cash flow risk are deemed low due to financing being obtained from group undertakings.

Principal risks and uncertainties

The principal risk that the Company is exposed to is the recoverability of its intercompany loans to ETL and EGL. Management have reviewed legally binding guarantees between ETL and Energizer Holdings Inc (EHI) and EGL and EHI, and are satisfied that the guarantees will provide sufficient financial support for both ETL and EGL to service their loans on an ongoing basis.

This report was approved by the board of directors on 30 November 2021 and signed on behalf of the board by:

Mr J Drabik

Director

Registered office:

Unit 2a Stephenson Industrial Estate

Washington

Tyne & Wear

England

NE37 3HW

Energizer Europe Limited

Directors' Report

Year ended 30 September 2020

The directors present their report and the financial statements of the company for the year ended 30 September 2020 .

Directors

The directors who served the company during the year and up to the date of signing the financial statements were as follows:

Mr B Angelette	(Appointed 19 June 2020)
Mrs H Kim	(Appointed 19 June 2020)
Mr J Drabik	(Appointed 19 June 2020)
Mrs E Boss	(Resigned 19 June 2020)
Mr M Lavigne	(Resigned 19 June 2020)
Mr T Gorman	(Resigned 19 June 2020)

Mrs H Kim resigned on 23 July 2021 after the year end

Dividends

Particulars of dividends paid are detailed in note 13 to the financial statements.

Employment of disabled persons

The Company has no employees at the year end following the disposals of its operations as disclosed in the Strategic Report. Prior to the disposal of its operations the Company gave full consideration to applications for employment from disabled persons where a handicapped or disabled person could adequately fulfill the requirements of the job. Where existing employees became disabled, it was the Company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees where appropriate.

Employee involvement

The company has no employees at the year end.

Qualifying indemnity provision

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

The directors' assessment of the company's principal risks and uncertainties and financial risk management is 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 regulations. 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland, and applicable law). Under company law the 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 year. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - state whether applicable UK Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements; - make judgments 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 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. The directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 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 were appointed on 21 April 2021 and 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 30 November 2021 and signed on behalf of the board by:

Mr J Drabik

Director

Registered office:

Unit 2a Stephenson Industrial Estate

Washington

Tyne & Wear

England

NE37 3HW

Energizer Europe Limited

Independent Auditors' Report to the Members of Energizer Europe Limited

Year ended 30 September 2020

Report on the audit of the financial statements

Opinion In our opinion, Energizer Europe Limited's financial statements: - give a true and fair view of the state of the company's affairs as at 30 September 2020 and of its profit for the year then ended; - have been properly prepared 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); 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 2020; 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

We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you where:

- the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

- the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.

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 the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK) require 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 2020 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 of directors

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. 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 received 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.

Alex J Crompton

(Senior Statutory Auditor)

For and on behalf of

PricewaterhouseCoopers LLP

Chartered accountants & Statutory Auditors

Watford

30 November 2021

Energizer Europe Limited

Statement of Comprehensive Income

Year ended 30 September 2020

		2020			2019
		Continuing operations	Discont'd operations	Total	Continuing operations	Discont'd operations	Total
Note		£000	£000	£000	£000	£000	£000
Turnover	4	–	4,876	4,876	58,437	7,647	66,084

Cost of sales	–	( 2,671)	( 2,671)	( 31,863)	( 7,877)	( 39,740)
	----	-------	-------	--------	-------	--------
Gross profit	–	2,205	2,205	26,574	( 230)	26,344

Distribution costs		–	( 197)	( 197)	( 4,028)	( 1,119)	( 5,147)
Administrative expenses		–	( 62)	( 62)	( 2,630)	( 316)	( 2,946)
		----	-------	-------	--------	-------	--------
Operating profit	5	–	1,946	1,946	19,916	( 1,665)	18,251

Gain on impairment or disposal of operations		–	114,340	114,340	–	–	–
Gain on financial assets at fair value through profit or loss		–	1,587	1,587	–	–	–
Other interest receivable and similar income	10	5,506	( 23)	5,483	–	–	–
Interest payable and similar expenses	11	–	( 10)	( 10)	( 983)	33	( 950)
		-------	---------	---------	--------	-------	--------
Profit before taxation		5,506	117,840	123,346	18,933	( 1,632)	17,301

Tax on profit	12	( 1,408)	–	( 1,408)	( 2,792)	–	( 2,792)
		-------	---------	---------	--------	-------	--------
Profit for the financial year and total comprehensive income		4,098	117,840	121,938	16,141	( 1,632)	14,509
		-------	---------	---------	--------	-------	--------

Energizer Europe Limited

Statement of Financial Position

30 September 2020

	2020	2019
Note	£000	£000

Fixed assets

Tangible assets	14	–	15,617
Investments	15	–	3,960
		----	--------
		–	19,577

Current assets

Stocks	16	–	6,293
Debtors	17	120,905	46,668
Cash at bank and in hand		5,040	9,783
		---------	--------
		125,945	62,744

Creditors: amounts falling due within one year	18	17	11,617
		---------	--------
Net current assets		125,928	51,127
		---------	--------
Total assets less current liabilities		125,928	70,704

Creditors: amounts falling due after more than one year	19	–	1,611

Provisions for liabilities	21	–	518
		---------	--------
Net assets		125,928	68,575
		---------	--------

Capital and reserves

Called up share capital	24	1	1
Share premium account	25	–	110,310
Merger reserve	25	–	( 58,827)
Profit and loss account	25	125,927	17,091
		---------	---------
Shareholders funds		125,928	68,575
		---------	---------

These financial statements were approved by the board of directors and authorised for issue on 30 November 2021 , and are signed on behalf of the board by:

Mr J Drabik

Director

Company registration number: 11246130

Energizer Europe Limited

Statement of Changes in Equity

Year ended 30 September 2020

			Called up share capital	Share premium account	Merger reserve	Profit and loss account	Total
			£000	£000	£000	£000	£000
At 1 October 2018			1	–	( 59,254)	2,582	( 56,671)

Profit for the year						14,509	14,509
			----	----	--------	--------	--------
Total comprehensive income for the year			–	–	–	14,509	14,509

Issue of shares			–	110,310	–	–	110,310
Disposal of division			–	–	427	–	427
			----	---------	--------	--------	---------
Total investments by and distributions to owners			–	110,310	427	–	110,737

At 30 September 2019			1	110,310	( 58,827)	17,091	68,575

Profit for the year						121,938	121,938
Other comprehensive income for the year:
	Capital reduction		–	(110,310)	–	110,310	–
	Transfer		–	–	58,827	(58,827)	–
			----	---------	--------	---------	---------
Total comprehensive income for the year			–	( 110,310)	58,827	173,421	121,938

Dividends paid and payable		13	–	–	–	( 64,585)	( 64,585)
			----	----	----	--------	--------
Total investments by and distributions to owners			–	–	–	( 64,585)	( 64,585)

			----	----	----	---------	---------
At 30 September 2020			1	–	–	125,927	125,928
			----	----	----	---------	---------

Energizer Europe Limited

Notes to the Financial Statements

Year ended 30 September 2020

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Unit 2a Stephenson Industrial Estate, Washington, Tyne & Wear, NE37 3HW, 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. There are no significant estimates included in the carrying amounts of the company's assets and liabilities at the balance sheet date and therefore there is no significant risk of a material adjustment being required in the next financial year. Going concern The company has no ongoing working capital requirements and it has net current assets. Management have reviewed legally binding guarantees between Energizer Trading Ltd (ETL) and Energizer Holdings Inc (EHI) and Energizer Group Ltd (EGL) and EHI, and are satisfied that the guarantees will provide sufficient financial support for both ETL and EGL to service their loans on an ongoing basis. 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., 533 Maryville University Drive, St Louis, MO 63141, 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. 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. Investments Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. 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. Share capital Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Turnover Turnover 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. Income tax 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. Deferred tax is recognised in respect of all timing differences that have originated, but not reversed by the balance sheet date and which would give rise to an obligation to pay more or less taxation in the future. Deferred tax assets are recognised to the extent they are regarded as recoverable. They are regarded as recoverable to the extent that, on the basis of all available evidence, it is regarded more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is measured on a non-discounted basis at the average tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws substantively enacted at the balance sheet date. Operating leases Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis. 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: Short leasehold property and improvements - 10 to 20 years straight line Plant & Machinery - 3 to 15 years straight line Assets in the course of construction Assets in the course of construction are stated at cost. These assets are not depreciated until they are available for use. Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less 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.

Inventory

Inventories are stated at the lower of cost and estimated selling prices less any further costs expected to be incurred to completion and sale. Inventories are recognised as an expense in the period in which the related revenue is recognised. Where necessary, provision is made for obsolete, slow moving and defective inventory.

Finance leases and hire purchase contracts

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

Provisions

Provisions are recognised where there is a present obligation that can be reliably estimated as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation.

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.

4. Turnover

Turnover arises from:

	2020	2019
	£000	£000
Sale of goods	4,876	66,084
	-------	--------

The turnover is attributable to the one principal activity of the company. An analysis of turnover by the geographical markets that substantially differ from each other is given below:

	2020	2019
	£000	£000
United Kingdom	963	19,503
Overseas sales - European Union	2,180	31,037
Overseas sales - Rest of World	1,733	15,544
	-------	--------
	4,876	66,084
	-------	--------

5. Operating profit

Operating profit or loss is stated after charging/crediting:

	2020	2019
	£000	£000
Amortisation of intangible assets	–	191
Depreciation of tangible assets	180	2,065
Operating lease rentals	–	44
Foreign exchange differences	( 309)	–
Restructuring costs - included in administrative expenses	–	367
	----	-------

6. Auditors' remuneration

	2020	2019
	£000	£000
Fees payable for the audit of the financial statements	–	69
	----	----

The auditors' remuneration for the current year was borne by another group company. The remuneration in respect of the audit for the company was £56,000, however no recharge was made to the company. The auditors' remuneration for the prior year was £69,000 and was borne by the company and related to the previous auditors.

7. Staff costs

The monthly average number of persons employed by the company during the year, including the directors, amounted to:

	2020	2019
	No.	No.
Production staff	239	239
Distribution staff	25	25
Administrative staff	20	20
	----	----
	284	284
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2020	2019
	£000	£000
Wages and salaries	956	11,473
Social security costs	56	670
Other pension costs	21	257
	-------	--------
	1,033	12,400
	-------	--------

On 1 November 2019 all the employees of the company transferred to either Energizer Group Limited or Energizer Trading Limited as part of the disposals of the micropower business .

8. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	2020	2019
	£000	£000
Remuneration	–	618
Amount received under long term incentive schemes	–	30
Company contributions to defined contribution pension plans	–	20
	----	----
	–	668
	----	----

The directors remuneration detailed above for the prior year relates to directors who resigned in that year. All the directors for the current year are 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.

9. Gain on disposal of operations

On 1 November 2019 the Company sold its Micropower manufacturing, logistics and warehousing business and assets to its immediate parent Energizer Trading Limited (ETL) for £37.2m in a combination of cash and an intercompany loan note, giving rise to a gain on disposal of £18.4m.

On 1 November 2019 the Company sold its its non manufacturing, logistics and warehousing Micropower business and assets to Energizer Group Limited (EGL), a fellow group company, for £106.4m giving rise to a further £95.4m gain on disposal. Consideration for this disposal was in the form of an intercompany loan note.

10. Other interest receivable and similar income

	2020	2019
	£000	£000
Interest on cash and cash equivalents	23	–
Interest from group undertakings	5,460	–
	-------	----
	5,483	–
	-------	----

11. Interest payable and similar expenses

	2020	2019
	£000	£000
Interest due to group undertakings	–	600
Other interest payable and similar charges	10	350
	----	----
	10	950
	----	----

12. Tax on profit

Major components of tax expense

	2020	2019
	£000	£000

Current tax:

UK current tax expense	1,413	2,683

Deferred tax:

Origination and reversal of timing differences	( 5)	109
	-------	-------
Tax on profit	1,408	2,792
	-------	-------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the year is lower than (2019: lower than) the standard rate of corporation tax in the UK of 19 % (2019: 19 %).

	2020	2019
	£000	£000
Profit on ordinary activities before taxation	123,346	17,301
	---------	--------
Profit on ordinary activities by rate of tax	23,436	3,287
Effect of expenses not deductible for tax purposes	–	3
Effect of capital allowances and depreciation	4	( 119)
Effect of revenue exempt from tax	( 22,027)	–
Goodwill amortisation	–	36
Other timing differences	–	( 524)
Deferred tax due to timing differences	( 5)	109
	---------	--------
Tax on profit	1,408	2,792
	---------	--------

Factors that may affect future tax expense

Any changes in the rate of UK corporation tax will have an impact on the future tax charge. Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2016 (on 6 September 2016). These included reductions to the main rate to reduce the rate to 17% from 1 April 2020. On 11 March 2020, it was announced that this reduction to the main rate of corporation tax would no longer go ahead and that the rate would remain at 19% for both the financial years commencing 1 April 2020 and 1 April 2021. This change had been substantively enacted at the balance sheet date and therefore the impact is included in these financial statements.

The budget of 3 March 2021 announced further changes to UK corporation tax rates with effect from 1 April 2023, with the rate increasing to 25%. The impact of this has not been included in these financial statements as the Finance Bill 2021 had not yet been substantively enacted at the point in time in which these financial statements are prepared.

13. Dividends

	2020	2019
	£000	£000
Dividends paid during the year	64,585	–
	--------	----

December 2019 - Interim dividend of £35,000 per £1 share January 2020 - Interim dividend of £29,585 per £1 share

14. Tangible assets

	Land, buildings and leasehold improvements	Plant and machinery	Assets in course of construction	Total
	£000	£000	£000	£000
Cost
At 1 October 2019	2,671	14,718	588	17,977
Additions	–	12	–	12
Disposals through business combinations	( 2,717)	( 15,010)	( 262)	( 17,989)
Transfers	46	280	( 326)	–
	-------	--------	----	--------
At 30 September 2020	–	–	–	–
	-------	--------	----	--------
Depreciation
At 1 October 2019	240	2,120	–	2,360
Charge for the year	18	162	–	180
Disposals through business combinations	( 258)	( 2,282)	–	( 2,540)
	-------	--------	----	--------
At 30 September 2020	–	–	–	–
	-------	--------	----	--------
Carrying amount
At 30 September 2020	–	–	–	–
	-------	--------	----	--------
At 30 September 2019	2,431	12,598	588	15,617
	-------	--------	----	--------

Finance leases and hire purchase contracts

Included within the carrying value of tangible assets are the following amounts relating to assets held under finance leases or hire purchase agreements:

	Land, buildings and leasehold improvements
	£000
At 30 September 2020	–
	----
At 30 September 2019	1,728
	-------

15. Investments

	Shares in group undertakings
	£000
Cost
At 1 October 2019	3,960
Additions	24,039
Disposals	( 27,999)
	--------
At 30 September 2020	–
	--------
Impairment
At 1 October 2019 and 30 September 2020	–
	--------

Carrying amount
At 30 September 2020	–
	--------
At 30 September 2019	3,960
	--------

On 23 December 2019 the company contributed an outstanding intercompany loan receivable from Spectrum Brands Europe GmbH to VARTA Consumer Batteries UK Limited in return for 1 ordinary share.

On 2 January 2020 the Company sold its investment in VARTA Consumer Batteries UK Limited to VARTA A.G. for €34,974,686 (£29,585,087 converted to EUR at the exchange rate applicable on the date of the sale), giving rise to a gain on disposal of £1,586,535

16. Stocks

	2020	2019
	£000	£000
Raw materials	–	2,710
Work in progress	–	1,480
Finished goods	–	2,103
	----	-------
	–	6,293
	----	-------

17. Debtors

	2020	2019
	£000	£000
Trade debtors	–	13,299
Amounts owed by group undertakings	120,669	32,061
Prepayments and accrued income	–	1,245
Corporation tax repayable	218	–
Other debtors	18	63
	---------	--------
	120,905	46,668
	---------	--------

The debtors above include the following amounts falling due after more than one year:

	2020	2019
	£000	£000
Amounts owed by group undertakings	9,312	–
	-------	----

Amounts owed by group undertakings are unsecured and are repayable on demand except for the fixed term loans disclosed below. Included within this amount are: £106,400,000 (2019: £Nil) receivable from Energizer Group Ltd (see note 9). This loan matures in November 2020 and carries interest at 4.98% per annum. At the balance sheet date accrued interest of £4,931,000 (2019: £Nil) was outstanding. £8,900,000 (2019: £Nil) receivable from Energizer Trading Ltd (see note 9). This loan matures in November 2022 and carries interest at 4.98% per annum. At the balance sheet date accrued interest of £412,000 (2019: £Nil) was outstanding.

18. Creditors: amounts falling due within one year

	2020	2019
	£000	£000
Trade creditors	17	3,831
Amounts owed to group undertakings	–	322
Accruals and deferred income	–	2,889
Corporation tax	–	1,569
Social security and other taxes	–	2,890
Obligations under finance leases and hire purchase contracts	–	116
	----	--------
	17	11,617
	----	--------

Amounts owed to group undertakings in the prior year were unsecured and were repayable on demand.

19. Creditors: amounts falling due after more than one year

	2020	2019
	£000	£000
Obligations under finance leases and hire purchase contracts	–	1,611
	----	-------

20. Finance leases and hire purchase contracts

The total future minimum lease payments under finance leases and hire purchase contracts are as follows:

	2020	2019
	£000	£000
Not later than 1 year	–	116
Later than 1 year and not later than 5 years	–	528
Later than 5 years	–	1,083
	----	-------
	–	1,727
	----	-------

21. Provisions for liabilities

	Deferred tax (note 22)
	£000
At 1 October 2019	518
Unused amounts reversed	( 518)
	----
At 30 September 2020	–
	----

22. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	2020	2019
	£000	£000
Included in provisions for liabilities (note 21)	–	518
	----	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	2020	2019
	£000	£000
Accelerated capital allowances	–	532
Other timing differences	–	( 14)
	----	----
	–	518
	----	----

23. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 21,000 (2019: £ 257,252 ).

24. Called up share capital

Issued, called up and fully paid

	2020		2019
	No.	£	No.	£
Ordinary shares of £ 1 each	1,000	1,000	1,000	1,000
	-------	-------	-------	-------

25. Reserves

The Share Premium account represents the premium received in excess of the nominal value of issued shares:

	2020	2019
	£000	£000
At 1 October	110,310	-
Shares issued during the year	-	110,310
Transferred to profit and loss account	(110,310)	-
At 30 September	-	110,310

The Merger reserve represented the excess of consideration paid over the book value of assets and liabilities acquired when the company acquired the Battery division from Spectrum Brands (UK) Limited, a former group company under common control at the time. This was transferred to retained earnings following the disposal of the Micropower business in the year.

	2020	2019
	£000	£000
At 1 October	(58,827)	(59,254)
Disposal of Consumer Batteries business	-	427
Transfer to retained earnings	58,827	-
At 30 September	-	(58,827)

26. Capital commitments

Capital expenditure contracted for but not provided for in the financial statements is as follows:

	2020	2019
	£000	£000
Tangible assets	–	16
	----	----

27. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	2020	2019
	£000	£000
Later than 1 year and not later than 5 years	–	75
	----	----

28. 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., 533 Maryville University Drive, St Louis, MO 63141, USA.