Leader Online (Holdings) Limited - Limited company accounts 25.1

REGISTERED NUMBER: 09194513 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

Leader Online (Holdings) Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Statement of Income and Retained Earnings

11

Balance Sheet

12

Notes to the Financial Statements

13

DIRECTORS:

M J Leader

D L Shine

J M Hudson

C Atkin

REGISTERED OFFICE:

103 Whitby Street South

HARTLEPOOL

Cleveland

TS24 7LH

REGISTERED NUMBER:

09194513 (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 during the year under review was that of a holding company. The Company's principal trading subsidiary is Leader Online Limited, an online retailer of home improvement products. As the performance and prospects of Leader Online (Holdings) Limited are directly linked to those of its principal trading subsidiary, the following review principally considers the performance and development of Leader Online Limited and its business.

REVIEW OF BUSINESS

The business continued to successfully execute its Strategic Plan during 2025, with Leader Online Limited delivering further revenue growth as it 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 significant investment during the year in people, digital capability, marketing and operational infrastructure to support longer-term growth. Average headcount increased from 91 to 149 as the business continued to build the organisational and operational capability required to support a larger business.

A key part of the group'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 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

The Group's business model is underpinned by two important competitive strengths. Products are sourced directly from manufacturers, supported by strong and long-standing supplier relationships, enabling competitive customer pricing whilst maintaining attractive product margins. Leader Online Limited also operates its own national delivery network, specifically developed and optimised for large and bulky home improvement products, providing greater control over the customer delivery experience.

Significant progress was made during 2025 in strengthening the platform for future growth. In August, the Leader Doors and Leader Floors ecommerce websites were successfully consolidated onto the single Shopify-based LeaderOnline.com website, providing a more scalable digital platform and greater opportunities for customers to purchase across the Company's expanding product ranges. The customer proposition was also developed through the opening of a physical Bathrooms showroom in Harrogate, complementing the predominantly online proposition for this higher-value and more considered product category.

Investment was also made in organisational capability, with new appointments to both the Board and Senior Leadership Team and the subsequent launch of a leadership development programme for senior leaders.

Operational capacity and distribution efficiency remained important areas of focus. Suitable larger premises at Seaton Carew were identified during 2025 and subsequently secured in February 2026. The facilities will provide significantly greater operational capacity and enable the consolidation of central warehousing and distribution operations currently located in Middlesbrough with office-based colleagues currently located at the Hartlepool Head Office, bringing key management, central support functions and operations together at one principal location.

Following completion of the leases, fit-out and adaptation works commenced. In May 2026, the main facility was subject to a break-in during which significant electrical infrastructure was stolen. This delayed occupation while reinstatement works are undertaken through the landlord and their insurers and has temporarily deferred some of the operational efficiencies and additional growth capacity expected from the facility.

The Group 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 traditionally busy October and November trading period in 2026. The strategic rationale and anticipated longer-term benefits of the investment remain unchanged.

The national distribution capability was also strengthened post year end through the opening, in March 2026, of a new depot in Slough, bringing the Group's own delivery network closer to significant customer markets in London and the South of England.

OUTLOOK

The Group 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.

The Directors believe that the investments made in digital capability, the customer proposition, organisational and leadership capability, and operational capacity and logistics capability, underpinned by the Group'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 Group'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 Group'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 Group 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 Group utilises forward foreign exchange contracts where appropriate.

Liquidity risk

Liquidity risk is the risk that the Group is unable to meet its financial obligations as they fall due. The Group 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

The principal activity of the company in the year under review was that of holding company.

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

J M Hudson - appointed 3 September 2025

C Atkin - appointed 13 November 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

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

We have audited the financial statements of Leader Online (Holdings) Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025;

-	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.

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 financial reporting legislation and taxation legislation.

-

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

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

-

Tax on profit

4

-

PROFIT FOR THE FINANCIAL YEAR

-

Retained earnings at beginning of year

(217,650

)

(217,650

)

RETAINED EARNINGS AT END OF
YEAR

(217,650

)

(217,650

)

FIXED ASSETS

Investments

5

1,000,100

CURRENT ASSETS

Debtors

6

40

CREDITORS

Amounts falling due within one year

7

(1,216,825

)

(1,216,825

)

NET CURRENT LIABILITIES

(1,216,785

)

(1,216,785

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(216,685

)

(216,685

)

CAPITAL AND RESERVES

Called up share capital

8

212

Share premium

9

753

Retained earnings

9

(217,650

)

(217,650

)

(216,685

)

(216,685

)

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

1.	STATUTORY INFORMATION

Leader Online (Holdings) 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.

There were no material departures from that standard.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.

Going Concern

The financial statements are prepared on the going concern basis which assumes that the company will continue to operate. However the validity of the going concern basis is dependent upon the continued support of group companies. If the company is unable to continue to operate adjustments would be required to reduce the value of assets to their recoverable amounts, to provide any further liabilities that might arise and to analyse both fixed assets and long term liabilities as a current asset / liabilities.

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Leader Online (Holdings) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Leader Group Investments Limited, 103 Whitby Street South, Hartlepool, TS24 7LH.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

- Valuation of investment in subsidiaries: the directors assess the carrying value of investments in subsidiaries by reviewing for indicators of impairment. Where such indicators exist, the recoverable amount of the investment is estimated, typically with reference to the subsidiary's net assets, forecast future profitability, and expected cash flow.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Basic financial instruments are recognised at amortised cost with changes recognised in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2025 nor for the year ended 31 December 2024.

The average number of employees during the year was NIL (2024 - NIL).

2025

2024

£

Directors' remuneration

-

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

1,000,100

NET BOOK VALUE

At 31 December 2025

1,000,100

At 31 December 2024

1,000,100

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Leader Online Limited

Registered office: 103 Whitby Street South, Hartlepool, Cleveland, TS24 7LH

Nature of business: Retailer

%

Class of shares:

holding

Ordinary

100.00

Green Tree Distribution Limited

Registered office: 103 Whitby Street South, Hartlepool, Cleveland, TS24 7LH

Nature of business: Dormant company

%

Class of shares:

holding

Ordinary

100.00

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Other debtors

40

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Amounts owed to group undertakings

1,216,825

8.	CALLED UP SHARE CAPITAL

Alloted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

20,000

Ordinary

£0.01

200

527

Ordinary A

£0.01

5

316

Ordinary B

£0.01

3

53

Ordinary C

£0.01

1

53

Ordinary D

£0.01

1

53

Ordinary E

£0.01

1

53

Ordinary F

£0.01

1

212

Each share in all classes has voting rights, the right to a profit distribution and dividends. The capital value of the shares varies depending on the share class in accordance with the company articles.

9.

RESERVES

Retained

Share

earnings

premium

Totals

£

At 1 January 2025

(217,650

)

753

(216,897

)

Profit for the year

-

At 31 December 2025

(217,650

)

753

(216,897

)

10.	ULTIMATE CONTROLLING PARTY

The immediate parent company, and controlling party, is Leader Group Investments Limited, a private limited company registered in England and Wales. The registered office is 103 Whitby Street South, Hartlepool, TS24 7LH.

The largest and smallest group of undertakings for which group accounts have been prepared is that headed by Leader Group Investments Limited. These accounts are available at Companies House.

The ultimate controlling party is M J Leader.