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Company No: 11000048 (England and Wales)

TIPPING CANOE UK LIMITED

Unaudited Financial Statements
For the financial year ended 31 December 2024
Pages for filing with the registrar

TIPPING CANOE UK LIMITED

Unaudited Financial Statements

For the financial year ended 31 December 2024

Contents

TIPPING CANOE UK LIMITED

COMPANY INFORMATION

For the financial year ended 31 December 2024
TIPPING CANOE UK LIMITED

COMPANY INFORMATION (continued)

For the financial year ended 31 December 2024
DIRECTORS J Nikkel
P N Nikkel
REGISTERED OFFICE 24 Greville Street
London
EC1N 8SS
United Kingdom
COMPANY NUMBER 11000048 (England and Wales)
TIPPING CANOE UK LIMITED

BALANCE SHEET

As at 31 December 2024
TIPPING CANOE UK LIMITED

BALANCE SHEET (continued)

As at 31 December 2024
Note 2024 2023
£ £
Fixed assets
Intangible assets 3 30,217,235 11,233,073
Investments 4 45,120,409 56,467,747
75,337,644 67,700,820
Current assets
Debtors 5 13,902,534 11,739,081
Cash at bank and in hand 6 52,839,055 43,493,356
66,741,589 55,232,437
Creditors: amounts falling due within one year 7 ( 98,844) ( 215,028)
Net current assets 66,642,745 55,017,409
Total assets less current liabilities 141,980,389 122,718,229
Net assets 141,980,389 122,718,229
Capital and reserves
Called-up share capital 102 102
Share premium account 110,002,740 110,002,740
Profit and loss account 31,977,547 12,715,387
Total shareholders' funds 141,980,389 122,718,229

For the financial year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Tipping Canoe UK Limited (registered number: 11000048) were approved and authorised for issue by the Board of Directors on 05 August 2025. They were signed on its behalf by:

P N Nikkel
Director
TIPPING CANOE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2024
TIPPING CANOE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Tipping Canoe UK Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is 24 Greville Street, London, EC1N 8SS, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Dividend income

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established (provided that it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably).

Intangible assets

Crypto-assets held in online wallets are initially recognised at cost and are subsequently revalued to reflect changes in their market value using the appropriate period-end flat currency exchange rates. Increases as a result of the revaluation are recognised in other comprehensive income and accumulated in equity, unless the increase reverses a previous revaluation decrease of the same asset in which case it is recognised in profit or loss to the extent that it reverses the loss. Decreases as a result of the revaluation are recognised in profit or loss, unless the decrease reverses a previous revaluation increase of the same asset in which case it is recognised in other comprehensive income to the extent of any previously recognised revaluation gain.

Other intangible assets not amortised
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the company financial statements, investments in associates are accounted for at cost less impairment.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

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 creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Ordinary share capital

The ordinary share capital of the company is presented as equity.

2. Employees

2024 2023
Number Number
Monthly average number of persons employed by the company during the year, including directors 0 0

3. Intangible assets

Other intangible assets Total
£ £
Cost/Valuation
At 01 January 2024 11,233,073 11,233,073
Additions 8,928,129 8,928,129
Revaluation 10,056,033 10,056,033
At 31 December 2024 30,217,235 30,217,235
Accumulated amortisation
At 01 January 2024 0 0
At 31 December 2024 0 0
Net book value
At 31 December 2024 30,217,235 30,217,235
At 31 December 2023 11,233,073 11,233,073

4. Fixed asset investments

2024 2023
£ £
Subsidiary undertakings 1,677,937 10,127,729
Participating interests 26,189,877 26,189,877
Other investments and loans 17,252,595 20,150,141
45,120,409 56,467,747

Investments in subsidiaries

2024
£
Cost
At 01 January 2024 62,528,658
Disposals ( 249,792)
At 31 December 2024 62,278,866
Provisions for impairment
At 01 January 2024 52,400,929
Impairment 8,200,000
At 31 December 2024 60,600,929
Carrying value at 31 December 2024 1,677,937
Carrying value at 31 December 2023 10,127,729

Investments in associates Other investments Total
£ £ £
Cost or valuation before impairment
At 01 January 2024 26,189,877 20,150,141 46,340,018
Additions 0 9,734,712 9,734,712
Disposals 0 ( 12,977,667) ( 12,977,667)
Movement in fair value 0 ( 220,250) ( 220,250)
Foreign exchange differences 0 615,631 615,631
At 31 December 2024 26,189,877 17,302,567 43,492,444
Provisions for impairment
At 01 January 2024 0 0 0
Impairment 0 49,972 49,972
At 31 December 2024 0 49,972 49,972
Carrying value at 31 December 2024 26,189,877 17,252,595 43,442,472
Carrying value at 31 December 2023 26,189,877 20,150,141 46,340,018

Investments in shares

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of entity Registered office Principal activity Class of
shares
Ownership
31.12.2024
Ownership
31.12.2023
Maple Syrup Group Limited 24 Greville Street, London Holding company Ordinary 79.14% 79.14%
Quonset Quark GmbH Mötzelbach 18, D-07407 Uhlstädt-Kirchhasel Investment propert Ordinary 94.90% 94.90%
Trotzdem Inc 360 Main Street, Winnipeg, MB Investment property Ordinary 95.00% 95.00%
Tipping Canoe UG (liquidated in the period) Torstraße 164, 10115 Berlin, Germany Holding company Ordinary 0.00% 100.00%
XWRBLE Ltd (liquidated in the period) 24 Greville Street, London Marketing Ordinary 0.00% 80.00%
Tipping Smart Ltd 24 Greville Street, London Holding company Ordinary 100.00% 100.00%
Checkout Smart Ltd* 6 Snow Hill, London Cashback provider Ord 45.43% 45.43%

* Indirect associate

Investments in associates

Details of associates at 31 December 2024 are as follows:

Name of entity Registered office Principal activity Class of
shares
Ownership
31.12.2024
Ownership
31.12.2023
Honest Crocodile, Lda Vale do Mondego Lote 1, 3140 - 363, Santo Varao, Portugal Investment property Ordinary 50.00% 50.00%
164 Capital GmbH Edisonstr. 63, 12459 Berlin Holding Company Ordinary 37.04% 37.04%
Upfeat Media Inc. 200-171, Mcdermot Avenue, Winnipeg. Canada Consumer technology Ordinary 29.99% 29.99%

5. Debtors

2024 2023
£ £
Amounts owed by group undertakings (note 9) 9,845,213 10,911,670
Other debtors 4,057,321 827,411
13,902,534 11,739,081

6. Cash and cash equivalents

2024 2023
£ £
Cash at bank and in hand 41,061,382 33,051,643
Short-term deposits 11,777,673 10,441,713
52,839,055 43,493,356

7. Creditors: amounts falling due within one year

2024 2023
£ £
Trade creditors 33,665 ( 49)
Other creditors 65,179 215,077
98,844 215,028

8. Contingencies

Contingent assets

At the reporting date, the company is pursuing a legal claim which may result in the receipt of economic benefits. The potential inflow of economic benefits is contingent on the outcome of ongoing legal proceedings, which are uncertain at this stage. No asset has been recognised in the financial statements, as the income is not virtually certain to be received. The company will recognise the asset when the receipt of the economic benefit is virtually certain.

9. Related party transactions

Transactions with subsidiaries

At the year end, the Company had outstanding loan balances due from the following subsidiary companies:

- £999,849 (2023 - £1,051,840) from Quonset Quark GmbH, a subsidiary based in Germany.

- £5,804,787 (2023 - £6,196,038) from Trotzdem Inc, a subsidiary based in Canada.

The loans are all unsecured, interest-free and repayable on demand.

The only transactions with subsidiaries during the year related to foreign exchange movements arising from intercompany balances.

As part of a review of its investments, the Company wrote off loan balances totalling £7,804 (2023 - £nil) in relation to subsidiaries that were liquidated in the period. This has been recognised in the profit and loss account. Additionally, £14,842 which had previously been written off as a bad debt in respect of a subsidiary company has been reversed in the year to reflect the final payout on sale.


Transactions with associates

At the year end, the balance owed by Honest Crocodile, Lda, an associated company based in Portugal, amounted to £3,040,102 (2023 - £3,186,254). The loan is unsecured, interest-free and repayable on demand. The only related party transactions in the year related to foreign exchange movements arising from intercompany balances.


Other related party transactions

At the year end, the balance owed by Alias Cafune, a related company based in Portugal whose sole director is Paul Nikkel, amounted to £827,411 (2023 - £827,411). The loan is unsecured, interest-free and repayable on demand. The only transactions during the year related to foreign exchange movements arising from intercompany balances.

During the year, the company incurred costs of £426,814 (2023 - £nil) from Grue Foundation GmbH, a related company based in Germany. All transactions were incurred at arm’s length under normal market conditions.

Dividends paid

Dividends of £60,000 (2024 - £500,000) were declared and paid to the directors of the Company during the year.

10. Ultimate controlling party

As at 31 December 2024 the Company is controlled directly by the directors.