The directors present the strategic report for the year ended 31 December 2025.
This report highlights the company’s key developments, financial performance, and strategic priorities, underscoring our commitment to delivering shareholder value while navigating challenges and seizing opportunities.
In 2025, My Club Europe (“MCE”) Plc continued to build on the strong momentum established in 2024, delivering revenue growth of 15.8% and driving towards profitability. These results reflect our continued commitment to disciplined execution and operational excellence as we scaled our technology-led business model.
Key risks facing the company include economic volatility, supply chain disruptions, competitive pressures, and regulatory changes. The Directors are committed to mitigating these risks through robust risk management practices, diversification strategies, and proactive market monitoring.
In addition, as noted in the going concern disclosures, the company’s continued operations are dependent on the successful raising of further equity funding. The Directors are actively managing this risk through ongoing engagement with existing and prospective shareholders.
Company Strategy
MCE operates entirely online, with no direct face-to-face engagement with end users. All orders are generated through marketing efforts or repeat business, both of which continue to grow. During 2025, we advanced our strategic priorities and made significant progress on our AI-first operating model.
Our strategic partnership with Decathlon continued to strengthen, raising our profile and expanding our market share. We remain focused on being an attractive, competitively priced provider for grassroots sports clubs, schools, and universities, while also serving elite teams through our premium range of team and match wear.
Business Model
Our business model remains intentionally lean. We maintain minimal capital expenditure, with no warehouses or delivery vans, and we hold little to no inventory. We do not offer credit, which keeps working capital requirements low.
A key asset remains our custom-developed CRM system, which is optimised for small production runs and provides end-to-end order tracking through our proprietary factory portal. During 2025, this infrastructure was further enhanced to support increasing order volumes and the rollout of our AI-powered tools.
AI and Technology Initiatives
2025 was a landmark year for our technology programme, with significant progress achieved across all areas of the business. The following initiatives were advanced during the year:
IT — Infrastructure and AI Agent Tooling
The IT department delivered material advances in both infrastructure resilience and the deployment of AI agent tooling across the business. Cloud infrastructure was upgraded to support the growing demands of our AI-powered platforms, improving system reliability, security, and scalability. In parallel, the team led the rollout of specialised AI assistants, now embedded across multiple departments, enabling real-time decision support and the elimination of routine manual processes. This dual focus on robust infrastructure and intelligent tooling has provided the technical foundation for MCE’s AI-first operating model.
Production — GAIMS (Global AI Manufacturing System)
GAIMS, our proprietary Global AI Manufacturing System, completed internal testing during 2025. The platform uses artificial intelligence to optimise global supply chains, improving efficiency, reducing lead times, and enhancing visibility across our manufacturing and fulfilment network. Following the successful completion of internal testing, the business is now preparing to commercialise this technology by licensing it to other companies with complex global supply chains, with the first licensing agreements targeted for Q3 2026. This represents a significant strategic development, opening a new revenue stream for MCE beyond its core sportswear operations. The company has applied for a patent in respect of the GAIMS technology.
Sales — Gen-AI 3D Kit Designer
Our Gen-AI 3D Kit Designer, which enables users to configure bespoke team wear in real time — selecting colours, logos, and finishes through an interactive interface — completed internal piloting during 2025 and is scheduled for customer-facing rollout in Q2 2026. Internal testing validated the platform’s technical performance and informed refinements ahead of the public launch. We anticipate an uplift in average order value consistent with our target of approximately 18% following full deployment.
Sales — KitFunder
KitFunder, our innovative crowdfunding platform designed to help sports clubs and schools fundraise for their team wear, is on track for launch in Q2 2026. Development progressed strongly throughout 2025, with the platform entering final pre-launch preparation. KitFunder represents a compelling addition to MCE’s sales offering, opening a new route to market and broadening our addressable customer base to include community-funded kit campaigns alongside direct procurement.
Finance — AI-Assisted Operations and Forecasting
The Finance team deployed AI agents during 2025 to automate repetitive, high-volume tasks including transaction processing, reconciliations, and routine reporting workflows. This has materially reduced manual processing time and improved accuracy across the finance function. In addition, AI-assisted forecasting tools were introduced to support financial planning, enabling more dynamic scenario modelling and improving the reliability of cash flow projections. Together, these initiatives represent a significant step forward in the operational maturity of the Finance function, supporting the wider business in making better-informed and timely decisions.
Future Developments
Building on the progress made in 2025, MCE’s strategic priorities for the coming year include:
Launching the Gen-AI 3D Kit Designer and KitFunder to customers in Q2 2026, converting pipeline development into revenue-generating platforms.
Commencing licensing of the GAIMS technology to third-party companies with global supply chains from Q3 2026, establishing a new revenue stream for the business, and progressing the company’s patent application in respect of the GAIMS technology.
Continuing to scale our AI-first operating model and consolidating the gains made from our agent-powered operations and 3D configurator.
Innovating and diversifying our product and service offerings to meet evolving customer needs.
Strengthening relationships with current and new strategic partners, including Decathlon, to support sustainable growth.
Investing further in technology and infrastructure to improve operational efficiency and scalability.
Continuing to develop our proprietary platforms to drive growth and long-term resilience.
The Directors are confident that these initiatives will continue to deliver value to shareholders and support long-term resilience.
The following KPIs were used to assess the company’s performance:
Revenue: Increased from £1,345,427 in 2024 to £1,557,783 in 2025, driven by higher order volumes from organic growth and repeat customers, supported by increased market visibility through the Decathlon partnership and continued investment in digital acquisition channels.
Gross Profit Margin: Improved from 32% in 2024 to 34% in 2025, driven by operational efficiencies from AI-assisted processes, improvements in supply chain management, and the benefits of the company’s lean, asset-light operating model.
These indicators demonstrate that MCE is making strong progress toward its financial goals and is well-positioned for continued growth.
MCE recognises the importance of environmental responsibility and is committed to minimising its ecological footprint while supporting sustainable practices across its operations.
As an online-only business with no physical retail presence, warehouses, or delivery fleet, our operational model inherently reduces environmental impact. By avoiding large-scale infrastructure and stockholding, we significantly limit energy consumption, emissions, and waste generation.
In 2025, we continued to enhance our digital infrastructure, including our proprietary CRM and factory portal, which streamlines order processing and reduces paper usage. Our focus on small production runs and just-in-time manufacturing further supports waste reduction and efficient resource use.
Our carbon offset programme, established in 2024, continued to operate in 2025. The programme invests in certified environmental projects — including reforestation, renewable energy, and community-based sustainability efforts — to counterbalance the company’s carbon footprint.
We continue to evaluate environmentally responsible materials and production methods across our elite and grassroots sportswear ranges, in collaboration with suppliers and strategic partners who share our commitment to sustainability.
Conclusion
The 2025 financial results reflect My Club Europe Plc’s continued resilience and ability to grow in a challenging economic environment. The company remains committed to its upward trajectory and to delivering sustainable value to all stakeholders. The Directors extend their sincere thanks to our employees, customers, and partners for their continued support and contributions.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Affinia were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the 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.
We have audited the financial statements of My Club Europe Plc (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
Material uncertainty 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.
However, we draw your attention to note 1.2 in the financial statements which indicates that the company is reliant on future equity funding in order to continue as a going concern. These conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
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; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above, and 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. We did not identify any key audit matters relating to irregularities, including fraud. As in all of our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 an auditor's report 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
My Club Europe Plc is a public company limited by shares incorporated in England and Wales. The registered office is 2 Oxted Chambers, 185-187 Station Road East, Oxted, Surrey, RH8 0QE.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
These financial statements are prepared on the going concern basis, as the directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cause doubt on the company's ability to continue as a going concern for foreseeable future.
The company's continued solvency over the next 12 months is dependent on continuing to raise further funds via the issue of ordinary shares to existing and new shareholders. Since the year-end, the company has raised £1,041,079 through the issue of new shares,
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
During the year C S Townley was granted options over 1,600,000 ordinary shares at an exercise price of 1p each, totalling £16,000. None of these options have been exercised.
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Capitalised development costs comprise expenditure on building the company's website.
Included in other loans above is an amount of £250,000 that is secured by a fixed and floating charge over all of the property or undertaking of the company. Interest on this loan is payable at the rate of 10% per annum.
The bank loan is unsecured and interest is payable at the rate of 2.5% per annum.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At 31 December 2025, the number of ordinary shares issued and fully paid was 914,349,063 and the number of ordinary shares issued and not fully paid was 125,623,196.
During the year 218,201,768 ordinary shares were allotted with an aggregate nominal value of £122,193. The total gross consideration received for these shares before expenses was £1,424,263.
The total number of unexercised share options at 31 December 2025 was 24,750,000 (2024: 23,650,000) with exercise prices of between £0.01 and £0.05.
After the year-end, the company has issued a further 148,541,110 ordinary shares of 0.056p each for a total consideration of £1,041,079.
Operating lease commitments relate to the lease of two premises business units.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
During the year the company incurred £161,025 (2024: £228,588) of consultancy fees from N Riches, a director. At the year end, the company owed £21,300 to N Riches.
During the year the company incurred £82,163 (2024: £100,809) of consultancy fees from A Fish, a director. At the year end, the company owed £57,737 to A Fish.
During the year the company incurred £52,213 (2024: £47,784) of consultancy fees from D Riches, the wife of the director N Riches. At the year end, the company owed £nil to D Riches.
During the year the company incurred £8,750 (2024: £3,750) of consultancy fees from J Riches, the daughter of the director N Riches. At the year end, the company owed £nil to J Riches.
During the year the company incurred £nil (2024: £21,875) of consultancy fees from R Riches, the daughter of the director N Riches. At the year end, the company owed £nil to R Riches
On 28 April 2025, 37,901,045 ordinary shares were issued at par value of 0.056p to N Riches, a director, and 18,148,059 ordinary shares were issued at par value of 0.056p to A Fish, a director, for consultancy services rendered. The total value of the shares issued of £31,388 (2024: £38,752) has been included within Directors' remuneration and disclosed in note 7. In addition, 9,309,552 ordinary shares were issued at par value of 0.056p to D Riches, the wife of the director N Riches, for consultancy services rendered, with a total value of £5,213 which has been included within consultancy fees.
During the year C S Townley was granted options over 1,600,000 ordinary shares at an exercise price of 1p each, totalling £16,000. None of these options have been exercised.
N Riches and A Fish are also directors of My Club Web Services Limited. During the year payments totalling £34,500 (2024: £40,548) were made by the company to My Club Web Services Limited. As these amounts were deemed irrecoverable they were provided in full during the year and reflected as an expense in the profit and loss account.
N Riches and A Fish are also directors of My Club United States Limited. During the year payments totalling £6,997 (2024: £7,246) were made by the company on behalf of My Club United States Limited to settle a Bounce Back Loan. As these amounts were deemed irrecoverable they were provided in full during the year and reflected as an expense in the profit and loss account.
N Riches and A Fish are also directors of My Club Patents Limited. At the year end, the company owed £86,600 to My Club Patents Limited (2024: £86,600).
On 17 December 2024, My Club Europe Plc issued convertible loan notes, secured by debenture, to Pantheon A Family Office Limited, which was appointed as a director of the company on 25 February 2025. The aggregate principal amount of the loan notes is limited to £750,000, of which £250,000 was drawn down on 17 December 2024 and recorded as other borrowings due greater than one year (note 14). The remaining drawdown of £500,000, undrawn at the year end, is subject to Pantheon A Family Office Limited's discretion but no later than two years from the date of the agreement. Interest is payable on any outstanding loan notes at a rate of 10% per annum, payable monthly in arrears. The loan notes are convertible into ordinary shares at any time up to 31 December 2027 at the price of 0.78p per share. During the year the company incurred £58,000 in respect of board observer fees and convertible loan note interest. At the year end, the company owed £255,683 to Pantheon A Family Office Limited, comprising the £250,000 convertible loan note principal and £5,683 of unpaid convertible loan note interest and board observer fees
Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.