Company registration number 12087282 (England and Wales)
MY CLUB EUROPE PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Affinia
3rd Floor
Chancery House
St Nicholas Way
Sutton
Surrey
SM1 1JB
MY CLUB EUROPE PLC
COMPANY INFORMATION
Directors
N A Riches
A M Fish
C S Townley
(Appointed 1 April 2025)
Pantheon A Family Office Ltd
(Appointed 25 February 2025)
G D Anderson
(Appointed 20 May 2026)
Secretary
M W I Whyke
Company number
12087282
Registered office
2 Oxted Chambers
185-187 Station Road East
Oxted
Surrey
RH8 0QE
Auditor
Affinia
3rd Floor
Chancery House
St Nicholas Way
Sutton
Surrey
SM1 1JB
MY CLUB EUROPE PLC
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 22
MY CLUB EUROPE PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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.

Business Review

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.

Principal risks and uncertainties

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.

 

Development and performance

 

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.

MY CLUB EUROPE PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

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:

The Directors are confident that these initiatives will continue to deliver value to shareholders and support long-term resilience.

MY CLUB EUROPE PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Key performance indicators

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.

 

Environmental Review

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

N A Riches
Director
9 June 2026
MY CLUB EUROPE PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activities of the company continued to be that of an online marketplace for sports clubs as well as the sale of bespoke sporting kits.

Results and dividends

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.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

N A Riches
A M Fish
C S Townley
(Appointed 1 April 2025)
Pantheon A Family Office Ltd
(Appointed 25 February 2025)
G D Anderson
(Appointed 20 May 2026)
Auditor

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.

Energy and carbon report

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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
N A Riches
Director
9 June 2026
MY CLUB EUROPE PLC
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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:

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.

MY CLUB EUROPE PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MY CLUB EUROPE PLC
- 6 -
Opinion

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).

In our opinion the financial statements:

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 Auditor's 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.

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

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

MY CLUB EUROPE PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MY CLUB EUROPE PLC (CONTINUED)
- 7 -
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 directors' report.

 

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

Responsibilities of 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, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

MY CLUB EUROPE PLC
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MY CLUB EUROPE PLC (CONTINUED)
- 8 -

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.

Andrew Seton
Senior Statutory Auditor
For and on behalf of Affinia
9 June 2026
Chartered Accountants
Statutory Auditor
3rd Floor
Chancery House
St Nicholas Way
Sutton
Surrey
SM1 1JB
MY CLUB EUROPE PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
2
1,557,783
1,345,427
Cost of sales
(1,024,594)
(912,913)
Gross profit
533,189
432,514
Administrative expenses
(2,821,840)
(2,584,490)
Other operating income
135,460
124,313
Exceptional items
3
-
0
(38,279)
Operating loss
4
(2,153,191)
(2,065,942)
Interest payable and similar expenses
8
(73,240)
(22,600)
Loss before taxation
(2,226,431)
(2,088,542)
Tax on loss
9
-
0
-
0
Loss for the financial year
(2,226,431)
(2,088,542)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

MY CLUB EUROPE PLC
BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
39,490
197,457
Investments
11
101
101
39,591
197,558
Current assets
Stocks
12
36,481
-
Debtors
13
159,621
165,418
Cash at bank and in hand
10,691
203,958
206,793
369,376
Creditors: amounts falling due within one year
14
(1,445,370)
(957,433)
Net current liabilities
(1,238,577)
(588,057)
Total assets less current liabilities
(1,198,986)
(390,499)
Creditors: amounts falling due after more than one year
15
(273,371)
(279,690)
Net liabilities
(1,472,357)
(670,189)
Capital and reserves
Called up share capital
18
582,384
460,191
Share premium account
7,069,228
5,767,158
Profit and loss reserves
(9,123,969)
(6,897,538)
Total equity
(1,472,357)
(670,189)
The financial statements were approved by the board of directors and authorised for issue on 9 June 2026 and are signed on its behalf by:
N A Riches
Director
Company registration number 12087282 (England and Wales)
MY CLUB EUROPE PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
312,335
4,065,735
(4,808,996)
(430,926)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(2,088,542)
(2,088,542)
Issue of share capital
18
147,856
1,701,423
-
1,849,279
Balance at 31 December 2024
460,191
5,767,158
(6,897,538)
(670,189)
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
(2,226,431)
(2,226,431)
Issue of share capital
18
122,193
1,302,070
-
1,424,263
Balance at 31 December 2025
582,384
7,069,228
(9,123,969)
(1,472,357)
MY CLUB EUROPE PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(1,641,980)
(2,138,158)
Interest paid
(73,240)
(22,600)
Net cash outflow from operating activities
(1,715,220)
(2,160,758)
Financing activities
Proceeds from issue of shares
1,418,362
1,999,329
Proceeds from borrowings
-
0
358,903
Repayment of borrowings
109,755
-
0
Repayment of bank loans
(6,164)
(6,012)
Net cash generated from financing activities
1,521,953
2,352,220
Net (decrease)/increase in cash and cash equivalents
(193,267)
191,462
Cash and cash equivalents at beginning of year
203,958
12,496
Cash and cash equivalents at end of year
10,691
203,958
MY CLUB EUROPE PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

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.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

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,

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.4
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
20% straight line
1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

MY CLUB EUROPE PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.7
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.9
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

MY CLUB EUROPE PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial assets

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.

Classification of financial liabilities

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

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

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.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

MY CLUB EUROPE PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
2
Turnover
2025
2024
£
£
Turnover analysed by class of business
Lotto Tickets Sales
26,397
31,347
Kit Sales
1,531,386
1,314,080
1,557,783
1,345,427
2025
2024
£
£
Turnover analysed by geographical market
UK
1,556,081
1,345,427
Europe
1,702
-
1,557,783
1,345,427
3
Exceptional item
2025
2024
£
£
Expenditure
Exceptional costs
-
38,279
4
Operating loss
2025
2024
Operating loss for the year is stated after charging:
£
£
Exchange losses
7
-
0
Amortisation of intangible assets
157,967
157,966
Operating lease charges
59,287
59,797
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,000
10,000
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Administration
27
25
MY CLUB EUROPE PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 17 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,242,754
1,187,191
Social security costs
107,787
77,419
Pension costs
31,103
25,598
1,381,644
1,290,208
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
243,188
368,149
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
161,025
257,764

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.

8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost
Interest on bank overdrafts and loans
841
993
Other interest on financial liabilities
61,829
10,853
62,670
11,846
Other finance costs
Other interest
10,570
10,754
73,240
22,600
MY CLUB EUROPE PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
9
Taxation

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:

2025
2024
£
£
Loss before taxation
(2,226,431)
(2,088,542)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(556,608)
(522,136)
Tax effect of expenses that are not deductible in determining taxable profit
41,662
49,062
Research and development tax credit
46,974
(156,580)
Unutilised tax losses carried forward
467,972
629,654
Taxation charge for the year
-
-
10
Intangible fixed assets
Software
£
Cost
At 1 January 2025 and 31 December 2025
789,832
Amortisation and impairment
At 1 January 2025
592,375
Amortisation charged for the year
157,967
At 31 December 2025
750,342
Carrying amount
At 31 December 2025
39,490
At 31 December 2024
197,457

Capitalised development costs comprise expenditure on building the company's website.

11
Fixed asset investments
2025
2024
£
£
Unlisted investments
101
101
12
Stocks
2025
2024
£
£
Finished goods and goods for resale
36,481
-
0
MY CLUB EUROPE PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
61,608
65,680
Unpaid share capital
70,349
64,448
Other debtors
10,829
19,632
Prepayments and accrued income
16,835
15,658
159,621
165,418
14
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
16
6,319
6,164
Other borrowings
16
418,658
308,903
Trade creditors
332,788
196,363
Taxation and social security
287,363
202,344
Other creditors
195,728
90,100
Accruals and deferred income
204,514
153,559
1,445,370
957,433
15
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
16
23,371
29,690
Other borrowings
16
250,000
250,000
273,371
279,690
Creditors which fall due after five years are payable as follows:
Payable by instalments
-
3,437
16
Loans and overdrafts
2025
2024
£
£
Bank loans
29,690
35,854
Other loans
668,658
558,903
698,348
594,757
Payable within one year
424,977
315,067
Payable after one year
273,371
279,690
MY CLUB EUROPE PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
16
Loans and overdrafts
(Continued)
- 20 -

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.

17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
31,103
25,598

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.

18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and partly paid
Ordinary shares of 0.056p each
1,039,972,259
821,770,491
582,384
460,191

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.

19
Events after the reporting date

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.

20
Operating lease commitments
As lessee

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:

2025
2024
£
£
Within 1 year
-
0
51,918
MY CLUB EUROPE PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
21
Related party transactions

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

22
Directors' transactions

Dividends totalling £0 (2024 - £0) were paid in the year in respect of shares held by the company's directors.

MY CLUB EUROPE PLC
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
23
Cash absorbed by operations
2025
2024
£
£
Loss after taxation
(2,226,431)
(2,088,542)
Adjustments for:
Finance costs
73,240
22,600
Amortisation and impairment of intangible assets
157,967
157,966
Movements in working capital:
Increase in stocks
(36,481)
-
0
Decrease/(increase) in debtors
11,698
(6,684)
Increase/(decrease) in creditors
378,027
(223,498)
Cash absorbed by operations
(1,641,980)
(2,138,158)
24
Analysis of changes in net debt
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
203,958
(193,267)
10,691
Borrowings excluding overdrafts
(594,757)
(103,591)
(698,348)
(390,799)
(296,858)
(687,657)
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