REGISTERED NUMBER: 05879831 (England and Wales)

for

Page

Company Information  

1

Strategic Report  

2

Report of the Directors  

5

Report of the Independent Auditors  

7

Income Statement  

11

Other Comprehensive Income  

12

Balance Sheet  

13

Statement of Changes in Equity  

14

Notes to the Financial Statements

15

DIRECTORS:

M J Leader

D L Shine

J M Hudson

C Atkin

SECRETARY:

H Leader

REGISTERED OFFICE:

103 Whitby Street South

HARTLEPOOL

Cleveland

TS24 7LH

REGISTERED NUMBER:

05879831 (England and Wales)

SENIOR STATUTORY AUDITOR:

Rebecca Davison BA(Hons) ACA

AUDITORS:

Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Great North House, 20 Allington Way

Darlington

County Durham

DL1 4QB

The directors present their strategic report for the year ended 31 December 2025.

The principal activity of the company in the period under review was that of an online retailer of doors, flooring and bathroom products.

REVIEW OF BUSINESS

The business continued to successfully execute its Strategic Plan during 2025, delivering further revenue growth as the Company continued its ambition to become a leading independent UK supplier of home improvement products.

Revenue increased by £4.9m to £44.1m, representing growth of 12.5%, with gross margin increasing from 42.7% to 44.2%. EBITDA before exceptional costs reduced from £2.1m to £1.0m, reflecting in part the significant investment made during the year in people, digital capability, marketing and operational infrastructure to support the Company's longer-term growth ambitions. Average headcount increased from 91 to 149 as the Company continued to build the organisational and operational capability required to support a larger business.

A key part of the Company's strategy is to anticipate constraints that may arise as the business increases in scale and to invest ahead of need to address them. During 2025, this was particularly evident through investment in four areas: digital capability, the customer proposition, organisational and leadership capability, and operational capacity and logistics capability.

Key financial and non-financial KPI's are as follows:

2025

2024

Variance

Revenue

£44.1m

£39.2m

+ £4.9m

Revenue growth rate

12.5%

35.1%

(22.6%)

Gross margin

44.2%

42.7%

+ 1.5%

EBITDA before exceptional

costs

£1,027k

£2,093k

(50.9%)

Headcount (average)

149

91

+ 58

Business Model and Competitive Strengths

The Company believes its business model provides important competitive advantages. Products are sourced directly from manufacturers, supported by strong and long-standing supplier relationships. This enables the Company to offer customers competitive pricing whilst maintaining attractive product margins.

The Company also operates its own national delivery network, specifically developed and optimised for large and bulky home improvement products. This provides greater control over the customer delivery experience and allows the distribution operation to be tailored to the products sold. The Directors believe that the combination of direct sourcing and specialist in-house delivery capability provides a strong foundation for continued growth.

Investment in Digital Capability

A significant milestone during 2025 was the successful migration in August of the Company's two principal ecommerce websites, Leader Doors and Leader Floors, onto a single Shopify-based website, LeaderOnline.com.

The investment provides a scalable digital platform to support future growth, enhance the customer experience and create greater opportunities for customers to purchase across the Company's expanding product ranges. The Company also deliberately invested significantly in marketing during the transition to maintain its online profile and support customer acquisition as the new platform became established.

Investment in the Customer Proposition

The Company continued to invest in its customer proposition and the growth of its Bathrooms channel, including opening a new physical bathroom products showroom in Harrogate.

Whilst the business remains predominantly online, bathroom products can represent a higher-value and more considered purchase where customers may value the opportunity to see and experience product quality and design before purchasing. The showroom complements the Company's online proposition, helping to strengthen customer confidence and credibility and support the continued development of the Bathrooms channel.

Investment in organisational and leadership capability

New appointments were made to both the Board and Senior Leadership Team during 2025, strengthening the management capability required to support a larger and increasingly complex business. This has subsequently been complemented by the launch of a leadership development programme for the Company's senior leaders.

These investments, together with the wider increase in headcount, reflect the Company's strategy of developing organisational capability ahead of anticipated future growth.

Investment in Operational Capacity and Logistics Capability

Operational capacity and distribution efficiency remained important areas of focus during 2025. The Company investigated opportunities for larger and more efficient facilities, recognising that its existing operational footprint would increasingly constrain longer-term growth.

Suitable premises at Seaton Carew were identified during 2025 and subsequently secured in February 2026. The facilities provide significantly greater capacity than the Company's existing Middlesbrough operation. The planned relocation will also enable office-based colleagues currently located at the Hartlepool Head Office to relocate to Seaton Carew, bringing key management, central support functions and operations together at one principal location and providing opportunities for improved collaboration and operational efficiency.

Following completion of the leases, a substantial programme of fit-out and adaptation commenced. In May 2026, the main facility was subject to a break-in during which significant electrical infrastructure was stolen. This interrupted the fit-out programme and delayed occupation while reinstatement works are undertaken through the landlord and their insurers.

The Company has consequently retained its existing Middlesbrough facility temporarily and has experienced some additional operational inefficiency, including managing inventory across a greater number of locations and using third-party storage. The delay has also deferred some of the operational benefits and additional growth capacity expected from Seaton Carew.

The Company has also submitted a Business Interruption insurance claim in respect of certain additional costs and losses arising from the incident, which remains in progress.

At the date of this report, reinstatement works are progressing, with the principal relocation planned following the Company's traditionally busy October and November trading period in 2026 to avoid the operational risk of moving during peak trading. The strategic rationale and anticipated longer-term benefits of the investment remain unchanged.

The Company's national distribution capability was also strengthened post year end through the opening, in March 2026, of a new depot in Slough, bringing its own delivery network closer to the significant customer markets in London and the South of England and improving the efficiency with which these markets can be served.

Outlook

The Company continues to have the support of its bank and investors and remains focused on ensuring that appropriate financial capacity is available to support its growth plans, consistent with the approach described in the previous year's Strategic Report.

The Directors believe that investments in digital capability, the customer proposition, organisational and leadership capability, operational capacity and logistics capability, underpinned by the Company's competitive strengths in direct sourcing and its specialist national delivery network, have established important building blocks for the next stage of development. Further efficiency projects are underway including removal of waste/ manual activity through automation and targeted AI capability to enable scale whilst controlling costs, and introduction of a new Transport Management System to further optimise our route planning.

Management remains confident in the Company's longer-term prospects and believes that, as the benefits of these investments are realised, the business will have a strengthened and scalable platform from which to pursue further growth in both turnover and profitability.

PRINCIPAL RISKS AND UNCERTAINTIES

Economic risk

Economic risk is the risk that wider economic factors impact consumer sentiment. The Company's revenue is generated principally from customers purchasing home improvement products online. A decline in activity or consumer demand within these markets could adversely impact revenue and profitability.

Foreign exchange risk

Foreign exchange risk arises where the cost of purchases can vary between the date a commitment is entered into and the date payment is due. The Company purchases a significant amount of inventory from overseas suppliers, primarily denominated in US dollars, and is therefore exposed to exchange rate fluctuations. To mitigate this risk, the Company utilises forward foreign exchange contracts where appropriate.

Liquidity risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they fall due. The Company closely monitors its financial position and regularly forecasts its cash requirements over the short and medium term.

ON BEHALF OF THE BOARD:

M J Leader - Director

21 September 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

M J Leader

D L Shine

Other changes in directors holding office are as follows:

J D Allsopp - resigned 1 May 2025

A M Woodhead - appointed 1 March 2025 - resigned 31 December 2025

R Olver - appointed 1 March 2025

J M Hudson - appointed 3 September 2025

C Atkin - appointed 13 November 2025

R Olver ceased to be a director after 31 December 2025 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

AUDITORS

The auditors,  Clive Owen LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

M J Leader - Director

21 September 2026

Opinion

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report.  We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion 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 such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-

the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-

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; or

-

certain disclosures of directors' remuneration specified by law are not made; or

-

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, to detect material misstatements in respect of irregularities, including fraud. Our audit must be alert to the risk of manipulation of the financial statements and seek to understand the incentives and opportunities for management to achieve this.

We undertake the following procedures to identify and respond to these risks of non-compliance:

-

Understanding the key legal and regulatory frameworks that are applicable to the Company. We communicated

identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be General Data Protection regulations, financial reporting legislation, taxation legislation, health & safety, and employment law.

-

Enquiry of directors and management as to policies and procedures to ensure compliance and any known

instances of non-compliance.

-

Review of board minutes and correspondence with regulators.

-

Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these

risks are managed.

-

Challenging management on key estimates, assumptions and judgements made in the preparation of the

financial statements, the key estimates identified are disclosed in the accounting policies.

-

Identifying and testing unusual journal entries, with a particular focus on manual journal entries.

Through these procedures, we did not become aware of actual or suspected non-compliance.

We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Rebecca Davison BA(Hons) ACA (Senior Statutory Auditor)

for and on behalf of Clive Owen LLP

Chartered Accountants

& Statutory Auditors

Great North House, 20 Allington Way

Darlington

County Durham

DL1 4QB

21 September 2026

TURNOVER

3

44,089,758

39,199,637

Cost of sales

(24,592,963

)

(22,446,403

)

GROSS PROFIT

19,496,795

16,753,234

Administrative expenses

(20,212,020

)

(16,021,165

)

OPERATING (LOSS)/PROFIT

5

(715,225

)

732,069

Interest payable and similar expenses

6

(619,873

)

(539,654

)

(LOSS)/PROFIT BEFORE TAXATION

(1,335,098

)

192,415

Tax on (loss)/profit

7

287,082

(20,184

)

(LOSS)/PROFIT FOR THE FINANCIAL

YEAR

(1,048,016

)

172,231

(LOSS)/PROFIT FOR THE YEAR

(1,048,016

)

172,231

OTHER COMPREHENSIVE INCOME  

Revaluation gain

-

1,393,418

Income tax relating to other comprehensive

income

-

(348,355

)

OTHER COMPREHENSIVE INCOME

FOR THE YEAR, NET OF INCOME TAX

-

1,045,063

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

(1,048,016

)

1,217,294

FIXED ASSETS

Intangible assets

8

306,266

252,773

Tangible assets

9

6,406,679

6,099,745

6,712,945

6,352,518

CURRENT ASSETS

Stocks

10

7,155,986

6,585,928

Debtors

11

2,452,009

2,341,575

Cash at bank and in hand

2,163,826

1,676,272

11,771,821

10,603,775

CREDITORS

Amounts falling due within one year

12

(13,445,350

)

(11,127,259

)

NET CURRENT LIABILITIES

(1,673,529

)

(523,484

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

5,039,416

5,829,034

CREDITORS

Amounts falling due after more than one

year

13

(4,299,160

)

(3,638,911

)

PROVISIONS FOR LIABILITIES

17

(81,457

)

(368,539

)

NET ASSETS

658,799

1,821,584

CAPITAL AND RESERVES

Called up share capital

18

100

100

Revaluation reserve

19

1,011,889

1,045,063

Capital contribution reserve

19

275,758

390,527

Retained earnings

19

(628,948

)

385,894

SHAREHOLDERS' FUNDS

658,799

1,821,584

The financial statements were approved by the Board of Directors and authorised for issue on 21 September 2026 and were signed on its behalf by:

M J Leader - Director

Called up

Capital

share

Retained

Revaluation

contribution

Total

capital

earnings

reserve

reserve

equity

£   

£   

£   

£   

£   

Balance at 1 January 2024

100

213,663

-

496,143

709,906

Changes in equity

Unwinding of discount

-

-

-

(105,616

)

(105,616

)

Total comprehensive income

-

172,231

-

-

172,231

Revaluation of property

-

-

1,393,418

-

1,393,418

Deferred tax on revaluation

-

-

(348,355

)

-

(348,355

)

Balance at 31 December 2024

100

385,894

1,045,063

390,527

1,821,584

Changes in equity

Unwinding of discount

-

-

-

(114,769

)

(114,769

)

Total comprehensive income

-

(1,048,016

)

-

-

(1,048,016

)

Transfer to/from profit and loss

account

-

33,174

(33,174

)

-

-

Balance at 31 December 2025

100

(628,948

)

1,011,889

275,758

658,799

1.

STATUTORY INFORMATION

Leader Online Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.

ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.    

There were no material departures from that standard.