Energizer Group Limited Company accounts

ENERGIZER GROUP LIMITED - Company Information

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COMPANY REGISTRATION NUMBER: 3937798

Energizer Group Limited

Financial Statements

30 September 2016

PRICEWATERHOUSECOOPERS LLP

Chartered Accountants & Statutory Auditors

Uxbridge

Energizer Group Limited

Financial Statements

Year ended 30 September 2016

Contents	Page

Strategic report	1

Directors' report	6

Independent auditors' report to the members of Energizer Group Limited	8

Statement of comprehensive income	10

Statement of financial position	11

Statement of changes in equity	12

Notes to the financial statements	13

Energizer Group Limited

Strategic Report

Year ended 30 September 2016

Business review

Until 31 July 2016 the company acted as a sales agent for the sale and distribution of household products (batteries and portable lighting products) on behalf of the principal, Energizer Trading Limited (ETL). During this period the company also performed certain regional head office activities on behalf of the principal, for which it received an income. The commissionaire agreement was terminated on 31 July 2016 and since 1 August 2016 the company has acted in two capacities: - as Energizer's European Entrepreneurial Principal. In this role the company has entered into an agreement with ETL whereby the company provides ETL with commercial and administrative advisory services in exchange for an entrepreneurial rate of return, and ETL provides Warehouse and Distribution services for the group at an arm's length rate of return. - as a limited risk distributor (LRD) of ETL for the sale and distribution of household products in the UK. During the prior year the company's former ultimate parent company separated its personal care and household businesses and as a result of the separation the company disposed of its personal care division. 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 continuing Household business are the UK Net Sales (which comprises of the UK net sales of the former principal (ETL) until 31 July 2016, and the net sales of the company from 1 August 2016), the Operating Profit of the company and the Days Sales Outstanding (DSO) based on the UK Net Sales. The UK Net Sales have increased by 9% year on year but this has not had a material impact on the commission income or operating profit. The 45% increase in turnover is mainly due to the change from commissionaire to LRD and the resultant presentation of turnover and cost of goods under the LRD model compared to commission income under the old model. The gross margin has remained flat year on year. The increase in Operating Profit from £800k to £1,400k is mainly due to the additional activities from becoming the European principal from the 1st August 2016 and the resulting increase in other operating income from the recharging of these activities. DSO are calculated based on the average UK net sales over a trailing thirteen month period divided by year end trade receivables net of VAT and accrued trade investment. Due to the high level of trade investment particularly towards the year end period, DSO is typically negative. DSO's have improved from -29 days at September 2015 to -58 days at September 2016 due to the 9% increase in net sales reported above and improved working capital actions by the business.

Financial risk management

The credit, liquidity and cash flow risks are deemed low due to financing being obtained 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 annual report, which does not form part of this report.

Principal risks and uncertainties

Energizer faces risks associated with global economic conditions. Unfavourable economic conditions, increased unemployment levels and uncertainty about future economic prospects could reduce consumer demand for our products as a result of a reduction in discretionary spending or a shift of purchasing patterns to lower-cost options such as private label or price brands. Similarly, our retailer customers could reduce their inventories, shift to different products or require us to lower our prices to remain on shelf. Declining financial performance by certain of our retailer customers could impact their ability to pay us on a timely basis, or at all. These general risks remain heightened as global economic conditions continue to remain uncertain. Worsening economic conditions could harm our sales and profitability. If Energizer cannot continue to develop new products in a timely manner, and at favourable margins, it may not be able to compete effectively. The battery and portable lighting products industry has been notable for the pace of innovations in product life, product design and applied technology, and our success depends on future innovations. The successful development and introduction of new products requires retail and consumer acceptance and overcoming the reaction from competitors. New product introductions in categories where we have existing products will likely also reduce the sales of our existing products. Our investments in research and development may not result in successful products or innovation that will recover the costs of such investments. Our customers or end consumers may not purchase our new products once introduced. Our competitors may introduce new or enhanced products that significantly outperform ours, or develop manufacturing technology which permits them to manufacture at a lower cost relative to ours and sell at a lower price. If we fail to develop and launch successful new products, or fail to reduce our cost structure to a competitive level, we may be unable to grow our business and compete successfully. Competition in Energizer's industries may hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers. The categories in which Energizer operates are mature and highly competitive as a limited number of large manufacturers compete for consumer acceptance, limited retail shelf space and e-commerce opportunities. Because of the highly competitive environment in which we operate as well as increasing retailer concentration, our retailer customers, including on-line retailers, frequently seek to obtain pricing concessions or better trade terms, resulting in either reduction of our margins, or losses of distribution to lower cost competitors. Competition is based upon brand perceptions, product performance and innovation, customer service and price. Energizer's ability to compete effectively may be affected by a number of factors, including: - our primary competitor in batteries, Berkshire Hathaway Inc., and our other competitors, may have substantially greater financial, marketing, research and development and other resources and greater market share in certain segments than Energizer does, which could provide them with greater scale and negotiating leverage with retailers and suppliers; - our competitors may have lower production, sales and distribution costs, and higher profit margins, which may enable them to offer aggressive retail discounts and other promotional incentives; - our competitors may be able to obtain exclusive distribution rights at particular retailers, or favourable in-store placement; and - we may lose market share to private label brands sold by retail chains, which are typically sold at lower prices than our products. 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, particularly the Energizer and Eveready brands. Our operating results could be adversely affected if one of our leading brands suffers damage to its reputation due to real or perceived quality issues. Further, the success of these brands can suffer if our marketing plans or new product offerings do not have the desired impact on our brand's image or ability to attract and retain consumers. Additionally, claims made in our marketing campaigns may become subject to litigation alleging false advertising, which if successful could 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. Further, a boycott or other campaign critical of Energizer, through social media or otherwise, could negatively impact product sales. Loss of any of our principal customers could significantly decrease our sales and profitability. Generally, sales to our top customers are made pursuant to purchase orders and we do not have supply agreements or guarantees of minimum purchases from them. As a result, these customers may cancel their purchase orders or reschedule or decrease their level of purchases from us at any time. The loss or a substantial decrease in the volume of purchases by any of our top customers would harm our sales and profitability. Additionally, increasing retailer customer concentration could result in reduced sales outlets for our products, as well as greater negotiating pressures and pricing requirements on Energizer. The performance of the primary battery product category may be impacted by further changes in technology and device trends, which could impair Energizer's operating results and growth prospects. We believe an increasing number of devices are using built-in rechargeable battery systems, particularly in developed markets, leading to a declining volume trend in the battery category, which we expect will continue. This has and will likely continue to have a negative impact on the demand for primary batteries. This trend has and will continue to put additional pressure on segment results going forward, both directly through reduced consumption and indirectly as manufacturers aggressively price and promote their products to seek to retain market share or gain battery shelf space. Development and commercialisation of new battery or device technologies not available to Energizer could also negatively impact our results and prospects. 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 which 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 communicating within Energizer and with other parties, 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 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. 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 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, could erode Energizer's 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. In the past, substantial increases in the cost of a number of raw materials have been partially offset by price increases. However, there is no certainty that Energizer will be able to offset future cost increases, especially given the competitive environment. This volatility can significantly affect our cost of sales, and may, therefore, have a material adverse effect on our business, results of operations and financial condition. 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 availability of raw materials, work stoppages, industrial accidents, disruptions in logistics, loss or impairment of key manufacturing sites, product quality or safety issues, licensing requirements and other regulatory issues, trade disputes between countries in which we have operations, such as the U.S. and China, and acts of war, terrorism, pandemics, fire, earthquake, flooding or other natural disasters. The supply of our raw materials may be similarly disrupted. 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. The Company maintains 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. Energizer's business involves the potential for product liability and other claims against us, which could affect our results of operations and financial condition. We face exposure to claims arising out of alleged defects in our products, including for property damage, bodily injury or other adverse effects. We maintain product liability insurance, but this insurance does not cover all types of claims, particularly claims that do not involve personal injury or property damage or claims that exceed the amount of insurance coverage. Further, we may not maintain such insurance on acceptable terms, or at all. In addition to the risk of monetary judgments not covered by insurance, product liability claims could result in negative publicity that could harm our products' reputation and in certain cases require a product recall. Product recalls or product liability claims, and any subsequent remedial actions, could have a material adverse effect on our business, results of operations and financial condition. 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 assurance that we can retain and motivate our key employees or attract and retain other highly qualified personnel in the future. We may experience losses or be subject to increased funding and expenses related to our pension plans. The funding obligation for Energizer Group's pension plan is impacted by the performance of the financial markets, interest rates and governmental regulations. If the investment of plan assets does not provide the expected long-term returns, interest rates change, or if governmental regulations change the timing or amounts of required contributions to the plans, we could be required to make significant additional pension contributions which may have an adverse impact on our liquidity, our ability to comply with debt covenants and may require recognition of increased expense within our financial statements.

This report was approved by the board of directors on 23 June 2017 and signed on behalf of the board by:

Mr M LaVigne

Director

Registered office:

Sword House

Totteridge Road

High Wycombe

Bucks

England

HP13 6DG

Energizer Group Limited

Directors' Report

Year ended 30 September 2016

The directors present their report and the financial statements of the company for the year ended 30 September 2016 .

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 Hamm
Mrs E Boss
Mr M LaVigne

Mr B Hamm resigned as a director on 8 June 2017

Dividends paid and payable

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

Qualifying indemnity provision

During the period 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 director's 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 strategic report, directors' 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 (FRS 102), 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 the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - state whether applicable UK Accounting Standards comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements; - notify its shareholders in writing about the use of disclosure exemptions, if any, of FRS 102 used in the preparation of financial statements; 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. They 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. Disclosure of information to auditors

Each of the persons who is a director at the date of approval of this report confirms that:

- as far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is 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 23 June 2017 and signed on behalf of the board by:

Mr M LaVigne

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 2016

REPORT ON THE FINANCIAL STATEMENTS

Our opinion

In our opinion, Energizer Group Limited's financial statements (the "financial statements"): - give a true and fair view of the state of the company's affairs as at 30 September 2016 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - have been prepared in accordance with the requirements of the Companies Act 2006.

What we have audited

The financial statements, included within the Financial Statements (the "Annual Report"), comprise:

- the Statement of Financial Position as at 30 September 2016;

- the Statement of Comprehensive Income for the year then ended;

- the Statement of Changes in Equity for the year then ended; and

- the Notes to the Financial Statements, which include a summary of the significant accounting policies and other explanatory information.

The financial reporting framework that has been applied in the preparation of the financial statements is United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 ''The Financial Reporting Standard applicable in the UK and Republic of Ireland'', and applicable law (United Kingdom Generally Accepted Accounting Practice).

In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements.

OTHER MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

Adequacy of accounting records and information and explanations received 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, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; We have no exceptions to report arising from this responsibility. Directors' remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors remuneration specified by law are not made. we have no exception to report arising from this responsibility.

RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT

Our responsibilities and those of the directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. 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.

What an audit of financial statements involves

We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: - whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; - the reasonableness of significant accounting estimates made by the directors; and - the overall presentation of the financial statements. We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. And to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Hitesh Haria

(Senior Statutory Auditor)

For and on behalf of

PRICEWATERHOUSECOOPERS LLP

Chartered Accountants & Statutory Auditors

Uxbridge

23 June 2017

Energizer Group Limited

Statement of Comprehensive Income

Year ended 30 September 2016

		2016			2015
		Continuing operations	Discont'd operations	Total	Continuing operations	Discont'd operations	Total
Note		£000	£000	£000	£000	£000	£000
Turnover	5	11,115	–	11,115	7,662	36,767	44,429

Cost of sales	( 3,457)	–	( 3,457)	–	( 23,948)	( 23,948)
	--------	----	--------	-------	--------	--------
Gross profit	7,658	–	7,658	7,662	12,819	20,481

Distribution costs		( 7,906)	–	( 7,906)	( 8,116)	( 14,381)	( 22,497)
Administrative expenses		( 6,209)	–	( 6,209)	( 3,796)	( 3,318)	( 7,114)
Other operating income	6	7,875	–	7,875	5,050	6,286	11,336
		-------	----	-------	-------	--------	--------
Operating profit	7	1,418	–	1,418	800	1,406	2,206

Other interest receivable and similar income	11	139	–	139	60	599	659
		-------	----	-------	-------	--------	--------
Profit on ordinary activities before taxation		1,557	–	1,557	860	2,005	2,865

Tax on profit on ordinary activities	12	217	–	217	( 1,396)	( 614)	( 2,010)
		-------	----	-------	-------	-------	-------
Profit for the financial year		1,774	–	1,774	( 536)	1,391	855
		-------	----	-------	-------	-------	-------

Remeasurement of the net defined benefit plan	( 8,643)	1,233
Tax relating to components of other comprehensive income	1,436	( 125)
	-------	-------
Other comprehensive income for the year	( 7,207)	1,108
	-------	-------
Total comprehensive income for the year	( 5,433)	1,963
	-------	-------

Energizer Group Limited

Statement of Financial Position

30 September 2016

	2016		2015
Note	£000	£000	£000

Fixed assets

Intangible assets	14	8,422	4,645
Tangible assets	15	527	612
		-------	-------
		8,949	5,257

Current assets

Debtors	16	9,762	9,966
Cash at bank and in hand		8,327	9,418
		--------	--------
		18,089	19,384

Creditors: amounts falling due within one year	17	17,315		13,500
		--------		--------
Net current assets			774	5,884
			-------	--------
Total assets less current liabilities			9,723	11,141

Provisions for liabilities

Taxation including deferred tax	–	384
	-------	--------
Net assets excluding defined benefit pension plan (liability)/asset	9,723	10,757

Defined benefit pension plan liability	19	5,096	–
Defined benefit pension plan asset	19	–	2,785
		-------	--------
Net assets including defined benefit pension plan (liability)/asset		4,627	13,542
		-------	--------

Capital and reserves

Profit and loss account	4,627	13,542
	-------	--------
Members funds	4,627	13,542
	-------	--------

These financial statements were approved by the board of directors and authorised for issue on 23 June 2017 , and are signed on behalf of the board by:

Mr M LaVigne

Director

Company registration number: 3937798

Energizer Group Limited

Statement of Changes in Equity

Year ended 30 September 2016

			Called up share capital	Profit and loss account	Total
			£000	£000	£000
At 1 October 2014			16,280	24,317	40,597

Profit for the year				855	855
Other comprehensive income for the year:
	Remeasurement of the net defined benefit plan	19	–	1,233	1,233
	Tax relating to components of other comprehensive income	12	–	( 125)	( 125)
			--------	--------	--------
Total comprehensive income for the year			–	1,963	1,963

Dividends paid and payable		13	–	( 29,385)	( 29,385)
Redemption of shares			( 16,280)	16,280	–
Equity-settled share-based payments			–	367	367
			--------	--------	--------
Total investments by and distributions to owners			( 16,280)	( 12,738)	( 29,018)

At 30 September 2015			–	13,542	13,542

Profit for the year				1,774	1,774
Other comprehensive income for the year:
	Remeasurement of the net defined benefit plan	19	–	( 8,643)	( 8,643)
	Tax relating to components of other comprehensive income	12	–	1,436	1,436
			--------	--------	--------
Total comprehensive income for the year			–	( 5,433)	( 5,433)

Dividends paid and payable		13	–	( 3,694)	( 3,694)
Equity-settled share-based payments			–	212	212
			----	-------	-------
Total investments by and distributions to owners			–	( 3,482)	( 3,482)

			----	-------	-------
At 30 September 2016			–	4,627	4,627
			----	-------	-------

Energizer Group Limited

Notes to the Financial Statements

Year ended 30 September 2016

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 meets its day-to-day working capital requirements through its bank facilities. The current economic conditions continue to create uncertainty over (a) the level of demand for the company's products; and (b) the availability of bank finance for the foreseeable future. The company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company should be able to operate within the level of its current facilities. After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. 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;and - from the requirement to present certain financial instrument disclosures, as required by sections 11 and 12 of FRS 102.

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.

Transition to FRS 102

The entity transitioned from previous UK GAAP to FRS 102 as at 1 October 2014. Details of how FRS 102 has affected the reported financial position and financial performance is given in note 23.

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 in the current year represents commission receivable from the sale of batteries sold on behalf of a fellow subsidiary undertaking for the ten month period to 31 July 2016 and invoiced amounts for the sale of batteries (stated net of value added tax) for the two month period to 30 September 2016. Turnover in the prior year represents commission receivable from the sale of batteries and private brand personal care products sold on behalf of a fellow subsidiary undertaking, and invoiced amounts for branded personal care products (stated net of value added tax). Turnover is generated solely in the United Kingdom and is recognised when the goods are delivered to the customer which is when title to the product passes to the customer, and is presented net of trade discounts and rebates. 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 third party 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 new management services agreement(see the strategic report for further details).

Income tax

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.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Trademarks

Fair values were ascribed to trademarks at the date of acquisition using appropriate valuation techniques. Trademarks are capitalised and are not amortised on the basis that they are renewable indefinitely. The primary factors that influenced the directors' view of the durability of the trademarks are the strength of the trademarks acquired and their respective market positions. The company performs annual impairment reviews to confirm that the carrying value continues to exceed the recoverable amount.

Software

Computer software is stated at cost less accumulated amortisation and accumulated impairment losses. Software is amortised over its estimated useful life of 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 - 20 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: Fixtures & fittings - 3 to 10 years straight line

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 may be impaired. If there is such an indication the recoverable amount of the asset is compared to the carrying amount of the asset. The recoverable amount of the asset 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 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 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. If an impairment loss is subsequently reversed, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account .

Defined benefit plans

The company currently contributes to a defined benefit pension scheme. 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. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost for the scheme is analysed between current service cost, past service cost and net return on pension scheme assets. Current service cost is the actuarially calculated present value of the benefits earned by the active employees in each period. 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.

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.

Share-based payments

Accounting for share-based payments requires a degree of judgement over such matters as dividend yield, timing of performance conditions being met, expected volatility and the method in which those liabilities will be settled. An additional assumption is made on the number of options expected to forfeit prior to vesting. The original estimate of the grant date fair value is not subsequently revised unless the options are modified, or there is a change in the number of options expected to forfeit prior to vesting.

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 19 for the disclosures relating to the defined benefit pension scheme.

Judgements and key sources of estimation uncertainty (continued)

Trademarks

The company considers whether its trademarks are impaired. Where an indication of impairment is identified the company estimates the recoverable value of the trademarks. This requires estimation of the future cash flows that will be generated from the sale of products covered by these trademarks and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.

Useful economic lives of tangible and intangible assets

The annual depreciation charge for tangible and 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:

	2016	2015
	£000	£000
Sale of goods	4,843	36,404
Commissions	6,272	8,025
	--------	--------
	11,115	44,429
	--------	--------

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

6. Other operating income

	2016	2015
	£000	£000
Third party royalty income	521	693
Other operating income	7,354	10,643
	-------	--------
	7,875	11,336
	-------	--------

Other operating income represents the 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 new management services agreement (see the strategic report for further details) .

7. Operating profit

Operating profit or loss is stated after charging:

	2016	2015
	£000	£000
Amortisation of intangible assets	167	73
Depreciation of tangible assets	138	156
Equity-settled share-based payments expense	212	367
Operating lease rentals	510	614
Foreign exchange differences	( 48)	( 53)
	----	----

8. Auditors' remuneration

	2016	2015
	£000	£000
Fees payable for the audit of the financial statements	109	80
	----	----

Fees payable to the company's auditors and their associates for other services:

Audit of the financial statements of associates	8	6
Audit-related assurance services	12	–
	----	----
	20	6
	----	----

9. Staff costs

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

	2016	2015
	No.	No.
Selling and administration (including executive directors)	73	123
	----	----

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

	2016	2015
	£000	£000
Wages and salaries	5,683	8,790
Social security costs	707	1,076
Other pension costs	827	1,057
	-------	--------
	7,217	10,923
	-------	--------

Other pension costs are amounts charged to operating profit and do not include amounts credited to finance income and charged to finance costs (see note 11), and amounts recognised in other comprehensive income .

10. Directors' remuneration

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

	2016	2015
	£000	£000
Remuneration	–	1,228
Company contributions to defined contribution pension plans	–	20
	----	-------
	–	1,248
	----	-------

Remuneration of the highest paid director in respect of qualifying services:

	2016	2015
	£000	£000
Aggregate remuneration	–	310
	----	----

As part of the separation during the prior year all the UK based directors resigned and were replaced by directors based in the US who 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. The aggregate remuneration disclosed above for the prior year includes amounts paid by this entity in respect of all UK based directors associated with the UK subsidiaries of the Energizer group for the period until they resigned as directors. Not all directors disclosed above were directors of this entity, and costs were therefore recharged in respect of their services to the European business through the management recharge arrangement. It is not possible to apportion remuneration received in respect of individual entities.

11. Other interest receivable and similar income

	2016	2015
	£000	£000
Interest on cash and cash equivalents	22	20
Interest from group undertakings	–	586
Net finance income in respect of defined benefit pension plans	117	53
	----	----
	139	659
	----	----

12. Tax on profit on ordinary activities

Major components of tax (income)/expense

	2016	2015
	£000	£000

Current tax:

UK current tax expense	154	413
Adjustments in respect of prior periods	( 379)	–
	----	----
Total current tax	( 225)	413
	----	----

Deferred tax:

Origination and reversal of timing differences	8	1,597
	----	-------
Tax on profit on ordinary activities	( 217)	2,010
	----	-------

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 £(1,436,000) (2015: £125,000).

Reconciliation of tax (income)/expense

The tax assessed on the profit on ordinary activities for the year is lower than (2015: higher than) the standard rate of corporation tax in the UK of 20 % (2015: 20.50 %).

	2016	2015
	£000	£000
Profit on ordinary activities before taxation	1,557	2,865
	-------	-------
Profit on ordinary activities by rate of tax	311	587
Adjustment to tax charge in respect of prior periods	( 379)	–
Effect of expenses not deductible for tax purposes	( 81)	21
Effect of capital allowances and depreciation	( 94)	( 8)
Schedule 23 relief	( 69)	–
Group relief surrendered / (claimed) not paid for	127	( 115)
Tax in respect of pensions booked to equity	154	–
Other short term timing differences	( 186)	1,525
	-------	-------
Tax on profit on ordinary activities	( 217)	2,010
	-------	-------

Factors that may affect future tax income

Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2015 (on 26 October 2015) and Finance Bill 2016 (on 7 September 2016). These include reductions to the main rate to reduce the rate to 19% from 1 April 2017 and to 17% from 1 April 2020. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.

13. Dividends paid and payable

	2016	2015
	£000	£000
Dividends paid during the year	3,694	29,385
	-------	--------

Interim dividend of £0.09 per £0.0000000614 share Interim dividend of £0.14 per £0.0000000614 share

14. Intangible assets

	Goodwill	Patents, trademarks and licences	Software	Total
	£000	£000	£000	£000
Cost
At 1 October 2015	1,414	7,000	–	8,414
Additions	–	–	3,944	3,944
	-------	-------	-------	--------
At 30 September 2016	1,414	7,000	3,944	12,358
	-------	-------	-------	--------
Amortisation
At 1 October 2015	1,169	2,600	–	3,769
Charge for the year	73	–	94	167
	-------	-------	-------	--------
At 30 September 2016	1,242	2,600	94	3,936
	-------	-------	-------	--------
Carrying amount
At 30 September 2016	172	4,400	3,850	8,422
	-------	-------	-------	--------
At 30 September 2015	245	4,400	–	4,645
	-------	-------	-------	--------

15. Tangible assets

	Fixtures and fittings
	£000
Cost
At 1 October 2015	2,030
Additions	53
	-------
At 30 September 2016	2,083
	-------
Depreciation
At 1 October 2015	1,418
Charge for the year	138
	-------
At 30 September 2016	1,556
	-------
Carrying amount
At 30 September 2016	527
	-------
At 30 September 2015	612
	-------

16. Debtors

	2016	2015
	£000	£000
Trade debtors	7,611	9,242
Amounts owed by group undertakings	494	13
Deferred tax asset	890	–
Prepayments and accrued income	395	282
Corporation tax repayable	321	–
Other debtors	51	429
	-------	-------
	9,762	9,966
	-------	-------

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

	2016	2015
	£000	£000
Deferred tax asset (see note 18)	890	–
	----	----

17. Creditors: amounts falling due within one year

	2016	2015
	£000	£000
Trade creditors	359	359
Amounts owed to group undertakings	3,010	588
Accruals and deferred income	13,120	12,184
Corporation tax	–	79
Social security and other taxes	826	289
Other creditors	–	1
	--------	--------
	17,315	13,500
	--------	--------

Amounts owed to group undertakings are interest free, unsecured and are repayable on demand.

18. Deferred tax

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

	2016	2015
	£000	£000
Included in debtors (note 16)	890	–
Included in provisions for liabilities	–	( 384)
	----	----
	890	( 384)
	----	----

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

	2016	2015
	£000	£000
Accelerated capital allowances	( 101)	( 20)
Pension plan obligations	866	( 557)
Share-based payments	125	193
	----	----
	890	(384)
	----	----

19. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 225,000 (2015: £ 398,000 ).

Defined benefit plans

The amounts recognised in the statement of financial position are as follows:

	2016	2015
	£000	£000
Defined benefit pension plan asset	–	2,785
Defined benefit pension plan liability	(5,096)	–
	-------	-------
Net defined benefit liability/asset	( 5,096)	2,785
	-------	-------

The statement of financial position net defined benefit liability/asset is determined as follows:

	2016	2015
	£000	£000
Present value of defined benefit obligations	( 67,922)	( 51,275)
Fair value of plan assets	62,826	54,060
	--------	--------
	( 5,096)	2,785
	-------	-------

Changes in the present value of the defined benefit obligations are as follows:

		2016
		£000
At 1 October 2015		51,275
Current service cost		278
Interest expense		1,820
Benefits paid		(1,478)
Contributions by plan participants		43
Remeasurements:
	Actuarial gains and losses	15,984
		--------
At 30 September 2016		67,922
		--------

Changes in the fair value of plan assets are as follows:

		2016
		£000
At 1 October 2015		54,060
Interest income		1,937
Benefits paid		( 1,478)
Contributions by employer		1,253
Contributions by plan participants		43
Administration expenses		( 324)
Other change in assets		( 6)
Remeasurements:
	Return on plan assets, excluding amount included in interest income	7,341
		--------
At 30 September 2016		62,826
		--------

The total costs for the year in relation to defined benefit plans are as follows:

	2016	2015
	£000	£000

Recognised in profit or loss:

Current service cost	278	395
Net interest income	( 117)	( 53)
Administration expenses	324	264
	----	----
	485	606
	----	----

Recognised in other comprehensive income:

Remeasurement of the liability:

Actuarial gains and losses	( 15,984)	852
Return on plan assets, excluding amounts included in net interest	7,341	381
	--------	-------
	(8,643)	1,233
	--------	-------

The principal actuarial assumptions as at the statement of financial position date were:

	2016	2015
	%	%
Discount rate	2.20	3.60
Expected rate of salary increase	4.15	4.00
Expected rate of increase in pensions	3.05	2.95
Inflation assumption	2	2
Rate of revaluation in deferment	2.15	2.00
	-----	-----

20. Share-based payments

Edgewell Personal Care Company's (formerly Energizer Holdings Inc.) (former ultimate parent company of Energizer Group Limited ) Incentive Stock Plan was initially adopted by the Board of Directors in March 2000 and approved by shareholders at the 2001 Annual Meeting of Shareholders. This plan was superseded in January 2009 as the Board of Directors approved a new plan, which was approved by shareholders at the 2009 Annual Meeting of Shareholders (the "2009 Plan"). New awards granted after January 2009 were issued under the 2009 Plan. Under the 2009 Plan, awards of restricted stock, restricted stock equivalents or options to purchase Energizer Holdings Inc.'s common stock (ENR stock) may be granted to directors, officers and employees. The 2009 Plan was amended and restated by approval of the shareholders at the January 2011 Annual Meeting of Shareholders to set the maximum number of shares authorised for issuance under the plan to 8.0 million. A second amendment and restatement to the Plan was approved by the shareholders at the January 2014 Annual Meeting of Shareholders to set the maximum number of shares authorised for issuance under the plan to 12.0 million. For purposes of determining the number of shares available for future issuance under the 2009 Plan, as amended and restated, awards of restricted stock and restricted stock equivalents reduces the shares available for future issuance by 1.95 for every one share awarded. Options awarded reduces the number of shares available for future issuance on a one-for-one basis. Since the original plan has been superseded, no further shares under this original plan were available for future awards after the adoption of the 2009 plan, as amended and restated. Options are granted at the market price on the grant date and generally have vested ratably over three to seven years. These awards typically have a maximum term of 10 years. Restricted stock and restricted stock equivalent awards may also be granted. Option shares and prices, and restricted stock and stock equivalent awards, are adjusted in conjunction with stock splits and other recapitalizations so that the holder is in the same economic position before and after these equity transactions. The Board of Directors adopted the Energizer Holdings, Inc. Equity Incentive Plan (the Plan) on 1 July 2015, upon completion of the spin-off. The Plan was presented for shareholder approval at the 2016 Annual Meeting of Shareholders in February 2016. Under the terms of the Plan, stock options, restricted stock awards, restricted stock equivalents, stock appreciation rights and performance-based stock awards may be granted to directors, officers and employees of the Company. The Plan authorizes a maximum number of 10 million common shares to be awarded, and will remain in effect until 30 June 2025. For purposes of determining the number of shares available for future issuance under the Plan, awards other than stock options and stock appreciation rights, will reduce the shares available for future issuance by two for every one share awarded. Stock options and stock appreciate rights reduce the shares available for future issuance on a one-for-one basis. At 30 September 2016, there were 5.7 million shares available for future awards under the Plan. The Plan also allowed for the conversion of Edgewell restricted stock equivalents held by Energizer employees and Board of Directors outstanding immediately prior to spin-off, to be converted to Energizer restricted stock equivalents (RSE) upon completion of the spin-off. On 1 July 2015, RSE awards held by Energizer employees and Board of Directors that were previously outstanding in Edgewell stock, were converted to RSE awards in Energizer stock. In total, there are 1.3 million Energizer RSE awards outstanding as part of the conversion. On 1 October 2006 the company adopted FRS20 "Share-based Payment" and prior year results were adjusted accordingly. Beginning with new grants in year ended 30 September 2006 the company used the straight line method of recognising compensation cost. In fiscal years prior to 2006, the company used the accelerated method of recognising compensation costs for awards with graded vesting. The accelerated method treated tranches of a grant as separate awards, amortising the compensation costs over each vesting period within a grant. Restricted stock issuance and shares issued for stock options exercises under the group's share-based compensation program are generally issued from treasury shares.

The total expense recognised in profit or loss for the year is as follows:

	2016	2015
	£000	£000
Equity-settled share-based payments	212	367
	----	----

Restricted Stock Equivalents (RSE) The following table summarises RSE activity during the financial years 2016 and 2015 in respect of employees of Energizer Group Limited:

	2016		2015
	Number of shares	Weighted average grant date (FV)	Number of shares	Weighted average grant date (FV)
		£		£
Non-vested at 1 October	37,671	22.16	71,552	50.96
Granted	4,556	26.22	10,246	83.16
Vested	(12,823)	23.90	(22,956)	48.65
Cancelled	(6,986)	24.52	(23,210)	53.75
Transferred to WSL			(28,191)	65.23
Non-vested at 30 June			7,441	65.11
Conversion factor			3.7482
Converted			27,890	22.01
Granted			9,781	22.60
Non-vested at 30 September	22,418	24.41	37,671	22.16

The weighted-average fair value for RSE granted in 2016 was £26.22. The weighted-average fair values for RSE granted in 2015 were £83.16 before the separation and £22.60 after the separation. Fair values were determined based upon the closing Energizer stock price at the date of award.

21. Called up share capital

Issued, called up and fully paid

	2016		2015
	No.	£000	No.	£000
Ordinary shares of £– each	16,280,000	–	16,280,000	–
	-------------	----	-------------	----

22. Operating leases

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

	2016	2015
	£000	£000
Not later than 1 year	457	486
Later than 1 year and not later than 5 years	1,731	1,778
Later than 5 years	33,079	33,504
	--------	--------
	35,267	35,768
	--------	--------

23. Transition to FRS 102

These are the first financial statements that comply with FRS 102. The company transitioned to FRS 102 on 1 October 2014.

Reconciliation of equity

	1 October 2014			30 September 2015
	As previously stated	Effect of transition	FRS 102 (as restated)	As previously stated	Effect of transition	FRS 102 (as restated)
	£000	£000	£000	£000	£000	£000
Fixed assets	5,005	–	5,005	5,257	–	5,257
Current assets	69,798	( 160)	69,638	19,557	( 173)	19,384
Creditors: amounts falling due within one year	( 34,846)	–	( 34,846)	( 13,500)	–	( 13,500)
	--------	----	--------	--------	----	--------
Net current assets	34,952	( 160)	34,792	6,057	( 173)	5,884
	--------	----	--------	--------	----	--------
Total assets less current liabilities	39,957	( 160)	39,797	11,314	( 173)	11,141

Provisions for liabilities	–	–	–	–	( 384)	( 384)
Defined benefit pension plan asset	640	160	800	1,992	793	2,785
	--------	----	--------	--------	----	--------
Net assets including defined benefit pension plan (liability)/asset	40,597	–	40,597	13,306	236	13,542
	--------	----	--------	--------	----	--------

	--------	----	--------	--------	----	--------
Capital and reserves	40,597	–	40,597	13,306	236	13,542
	--------	----	--------	--------	----	--------

Reconciliation of profit or loss for the year

	Year ended 30 September 2015
	As previously stated	Effect of transition	FRS 102 (as restated)
	£000	£000	£000
Turnover	44,429	–	44,429
Cost of sales	( 23,948)	–	( 23,948)
	--------	----	--------
Gross profit	20,481	–	20,481
Distribution costs	( 22,497)	–	( 22,497)
Administrative expenses	( 7,114)	–	( 7,114)
Other operating income	11,336	–	11,336
	--------	----	--------
Operating profit	2,206	–	2,206
Other interest receivable and similar income	1,265	( 606)	659
Tax on profit on ordinary activities	( 2,010)	–	( 2,010)
	-------	----	-------
Profit for the financial year	1,461	( 606)	855
	-------	----	-------

Defined benefit pension scheme Under previous UK GAAP the company recognised an expected return on defined benefit plan assets in the profit and loss account. Under FRS 102 a net interest expense, based on the net defined benefit liability, is recognised in the profit and loss account. There has been no change in the defined benefit asset at either 1 October 2014 or 30 September 2015. The effect of the change has been to reduce the credit to the profit and loss account in the year to 30 September 2015 by £606,000 and increase the credit in other comprehensive income by an equivalent amount. Under the previous UK GAAP and applying FRS17 there was a restriction on the amount of surplus that could be recognised, the restriction amounted to £295,000. This restriction does not apply under FRS102 and therefore the company has recognised the additional surplus, with the effect of increasing the pension asset and associated deferred tax liability by £295,000 and £59,000 respectively, with the net credit of £236,000 being recognised in other comprehensive income. Under the previous UK GAAP, and applying FRSs 17 and 19, the deferred tax liability arising on the pension asset was offset against the pension asset rather than being included in deferred tax on the balance sheet. Under FRS102 the deferred tax liability on the pension asset is now included within deferred tax on the balance sheet. The effects of this change on the balance sheet are as follows: The deferred tax liability of £160,000 arising on the pension asset at 1 October 2014 is now included within the deferred tax asset on the balance sheet. The deferred tax liability of £498,000 arising on the pension asset at 30 September 2015 is now increased by £59,000 to £557,000 as explained above and is offset against the other deferred tax asset of £173,000, previously disclosed within debtors, and the net deferred tax liability of £384,000 is disclosed within provisions for liabilities. This has no effect on the company’s equity or profit for the year.