Company No: 11000048 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	J Nikkel
	P N Nikkel

REGISTERED OFFICE	24 Greville Street
	London
	EC1N 8SS
	United Kingdom

COMPANY NUMBER

11000048 (England and Wales)

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	3	25,874,876		30,217,235
Investments	4	48,322,416		45,120,409
		74,197,292		75,337,644
Current assets
Debtors	5	18,936,011		13,902,534
Cash at bank and in hand	6	52,419,009		52,839,055
		71,355,020		66,741,589
Creditors: amounts falling due within one year	7	( 478,573)		( 98,844)
Net current assets		70,876,447		66,642,745
Total assets less current liabilities		145,073,739		141,980,389
Net assets		145,073,739		141,980,389
Capital and reserves
Called-up share capital		102		102
Share premium account		110,002,740		110,002,740
Profit and loss account		35,070,897		31,977,547
Total shareholders' funds		145,073,739		141,980,389

For the financial year ending 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Tipping Canoe UK Limited (registered number: 11000048) were approved and authorised for issue by the Board of Directors on 08 September 2026. They were signed on its behalf by:

P N Nikkel Director

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).

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

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

	2025		2024
	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 2025	30,217,235		30,217,235
Additions	692,864		692,864
Revaluation	( 5,035,223)		( 5,035,223)
At 31 December 2025	25,874,876		25,874,876
Accumulated amortisation
At 01 January 2025	0		0
At 31 December 2025	0		0
Net book value
At 31 December 2025	25,874,876		25,874,876
At 31 December 2024	30,217,235		30,217,235

4. Fixed asset investments

	2025		2024
	£		£
Subsidiary undertakings	1,649,937		1,677,937
Participating interests	26,189,877		26,189,877
Other investments and loans	20,482,602		17,252,595
	48,322,416		45,120,409

Investments in subsidiaries

	2025
	£
Cost
At 01 January 2025	62,278,866
At 31 December 2025	62,278,866
Provisions for impairment
At 01 January 2025	60,600,929
Impairment	28,000
At 31 December 2025	60,628,929
Carrying value at 31 December 2025	1,649,937
Carrying value at 31 December 2024	1,677,937

	Investments in associates		Other investments		Total
	£		£		£
Cost or valuation before impairment
At 01 January 2025	26,189,877		17,302,567		43,492,444
Additions	0		18,129,952		18,129,952
Disposals	0		( 13,437,525)		( 13,437,525)
Movement in fair value	0		( 186,231)		( 186,231)
Foreign exchange differences	0		( 1,276,189)		( 1,276,189)
At 31 December 2025	26,189,877		20,532,574		46,722,451
Provisions for impairment
At 01 January 2025	0		49,972		49,972
At 31 December 2025	0		49,972		49,972
Carrying value at 31 December 2025	26,189,877		20,482,602		46,672,479
Carrying value at 31 December 2024	26,189,877		17,252,595		43,442,472

Investments in shares

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.12.2025	Ownership 31.12.2024
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 property	Ordinary	94.90%	94.90%
Trotzdem Inc	360 Main Street, Winnipeg, MB	Investment property	Ordinary	95.00%	95.00%
Tipping Smart Ltd	24 Greville Street, London	Holding company	Ordinary	100.00%	100.00%

Investments in associates

Details of associates at 31 December 2025 are as follows:

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.12.2025	Ownership 31.12.2024
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%
Checkout Smart Ltd*	6 Snow Hill, London	Cashback provider	Ordinary	45.43%	45.43%

* Indirect associate

5. Debtors

	2025		2024
	£		£
Amounts owed by group undertakings (note 8)	12,610,013		9,845,213
Other debtors	6,325,998		4,057,321
	18,936,011		13,902,534

6. Cash and cash equivalents

	2025		2024
	£		£
Cash at bank and in hand	26,673,976		41,061,382
Short-term deposits	25,745,033		11,777,673
	52,419,009		52,839,055

7. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	3,085		33,665
Taxation and social security	365,284		0
Other creditors	110,204		65,179
	478,573		98,844

8. Related party transactions

Transactions with subsidiaries

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

- £1,058,403 (2024 - £999,849) from Quonset Quark GmbH, a subsidiary based in Germany.

- £8,346,433 (2024 - £5,804,787) 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 a loan of £2,694,598 to Trotzdem Inc and foreign exchange movements arising from intercompany balances.

As part of a review of its investments, the Company wrote off loan balances totalling £nil (2024 - £7,804) in relation to subsidiaries that were liquidated in the prior period. This has been recognised in the profit and loss account.


Transactions with associates

At the year end, the balance owed by Honest Crocodile, Lda, an associated company based in Portugal, amounted to £3,204,702 (2024- £3,040,102). 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 £827,955 (2024- £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 £nil (2024 - £426,814) from Grue Foundation GmbH, a related company based in Germany. All transactions were incurred at arm’s length under normal market conditions.


Dividends from associates

Dividends of £7,642,817 (2024 - £7,619,795) were received from 164 Capital GmbH, an associated company based in Germany.


Dividends paid

Dividends of £9,092 (2024 - £60,000) were declared and paid to the directors of the Company during the year.

9. Ultimate controlling party

As at 31 December 2025 the Company is controlled directly by the directors.