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Registered number: 03226968









NBG INTERNATIONAL LIMITED









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
NBG INTERNATIONAL LIMITED
 
 
COMPANY INFORMATION


Directors
Panagiotis Karandreas 
Effrosyni Griza (appointed 14 May 2024) 




Company secretary
Owolewa Daramola



Registered number
03226968



Registered office
45 Gresham Street

London

EC2V 7BG




Independent auditors
PricewaterhouseCoopers LLP

7 More London Riverside

London

SE1 2RT




Bankers
National Bank of Greece S.A.
75 King William Street

London

EC4N 7BE





 
NBG INTERNATIONAL LIMITED
 

CONTENTS



Page(s)
Directors' Report
1 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Balance Sheet
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 22


 
NBG INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Principal activities

The activities of NBG International Limited ("NBGI" or "the Company") in the year under review were investment management. During the year NBGI's income was generated from its investment activities.


Statement of Directors’ responsibilities in respect of the financial statements


The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).
Under Company law, 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 the financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;
state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;
make judgements and accounting estimates that are reasonable and prudent; 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 safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also 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.

Results and Dividends


The loss for the financial year amounted to £668,137 (2023: loss of £51,588). During the year, the Company made an operating loss of £650,128 (2023: loss of £51,652). The Company's capital and reserves amounted to £25,517,275 (2023: £26,185,412).


No interim dividend was paid (2023: £Nil) and the Directors do not recommend the payment of any final dividend (2023: £Nil).


Directors

The Directors of the Company who served during the year were:

Panagiotis Karandreas 
Effrosyni Griza (appointed 14 May 2024)
Eleftherios Dasoulas (resigned 12 March 2024)

Page 1

 
NBG INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Future developments

Although the Company ceased its investment banking activities in 2015 following a deterioration in market conditions in 2008 and post, it continues to maintain its investment activities. The Directors are in discussion with the National Bank of Greece S.A ("the Group", "Bank" or "NBG") management to consider the prospects of reactivating the Company.

Strategic report 

The Company has taken advantage of the exemption under section 414B of the Companies Act 2026 from preparing a strategic report, as it is a small company as part of an ineligible group and the information is included in the consolidated financial statements of the Group.

Financial risk management objectives and policies


The board has drawn up a risk matrix, which identifies the key risks to the Company. These risks fall broadly under the following categories:
(i) Market risk - arises from uncertainty about the future price of the Company's investments. It represents the potential loss that the Company might suffer through holding investments in the face of negative market movements. The Company has one investment in iVCi Private Equity Fund, a fund managed by an independent third-party manager, and has representation on the fund's board. It receives periodical updates and is able to monitor the performance of the fund on a continuing basis.
(ii) Currency risk – the Company has no direct material exposure to foreign currencies however it holds the investment in iVCi Private Equity Fund in Euro and therefore the Company has exposure to adverse movement in the Euro/Sterling exchange rate, as Sterling is the Company’s functional currency. The level of currency risk is reviewed regularly. 
(iii) Credit risk - the Company follows the Bank on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Impairment provisions are provided for losses that have been incurred by the Balance Sheet date, if any.
 
Non-financial risks:
The Company is actively managed by the Directors through the following mechanism;
 
Day-to-day operations of the Company are outsourced to third party experts;
The experts report to the management; and
The Directors give approval for all activities of the Company.

The major non-financial risk of the Company is how to manage the outsourced activities. The Directors manage
the risk by engaging experts services and by providing oversight on the activities of the third party service
provider directly and indirectly through the use of NBG inhouse professionals.

Page 2

 
NBG INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

The Company follows the Group risk management policy. The Group aims to adopt practices regarding risk management governance, taking into account all relevant guidelines and regulatory requirements, as set by the Basel Committee on Banking Supervision, the European Banking Authority (“EBA”), the ECB, the Bank of Greece and the Hellenic Capital Markets Commission (“HCMC”), including any decisions of the competent authorities supervising the Group’s entities. The Group’s risk governance framework comprises a number of constituents. In particular, the Board of Directors has established the Board Risk Committee (“BRC”) overseeing risk management across the Group. For more details we refer to the Group’s financial statements for the year ended 31 December 2024, which do not form a part of these financial statements.
 
Going concern
The Company’s principal business objectives and future outlook are described above. In completing their assessment in relation to going concern, the Directors of the Company have considered the condition of the Bank and the Group, as well as the condition of the Company itself. 
At present, the level of activity in the Company is low and therefore the level of liabilities is low. As such, the Directors consider that the Company has sufficient liquid resources in the form of cash to meet its liabilities as they fall due for the foreseeable future. As a consequence, the Directors believe that the Company will be able to manage its current business risks effectively.
The Directors' note that the Bank is currently rated by Fitch and Moody's. The long-term credit rating assigned to the Bank by Fitch is BBB- (upgraded from BB+ on 1 April 2025) and the long-term bank deposit rating assigned to the Bank by Moody's is Baa1 (upgraded on 17 March 2025). Therefore, in considering the recoverability of the Company’s deposits with the Bank, the Directors of the Company have considered the position of the Bank. The Bank’s own financial statements for the year ended 31 December 2024, signed on 13 March 2025, noted that the Board of Directors had concluded that the Bank was a going concern after considering (a) the significant recurring profitability of the Group and the Bank, (b) the significant liquidity buffer and the Liquidity Coverage Ratio (“LCR”) and Net Stable Funding Ratio (“NSFR”) which are well above 100%, (c) the Group's Common Equity Tier 1 (“CET1”) ratio as at 31 December 2024 which exceeded the Overall Capital Requirements (“OCR”), (d) the resilient economic growth during the year, and the prospects for a positive rate of growth of the Gross Domestic Product ("GDP") in the medium term, whichi is expected to remain the euro area average, mainly driven by the implementation of the National Recovery and Resilience plan (“RRP”), (e) the upgrade of NBG's credit rating by S&P in January 2025 to investmetn grade at BBB-, following the upgrade by Fitch by one notch to BB+ with a positive outlook in September 2024 and the double upgrade in July 2024 by S&P and Moody's to BB+ and Baa2 (BBB) respectively, with the latter standing one notch above investment grade, the Board of Directors concluded that the Group and the Bank is a going concern and thus the application of the going concern principle for the preparation of these Annual Financial Statements is appropriate. Based on discussions between the Directors of the Company and management of the Bank, no new matters have been identified as at the date of signing these financial statements, over and above those disclosed in the Bank’s own financial statements. As such, whilst the Directors continue to watch the performance of the Bank, they have concluded that the cash balance held with the Bank is recoverable.
Therefore, the Directors believe that it continues to be appropriate to adopt the going concern basis in preparing the Company’s financial statements.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 3

 
NBG INTERNATIONAL LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Independent Auditors

The auditorsPricewaterhouseCoopers LLPwill be proposed for reappointment in accordance with Section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





Panagiotis Karandreas
Director

Date: 25 June 2025

Page 4

 
NBG INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBG INTERNATIONAL LIMITED
 

Report on the audit of the financial statements

Opinion
In our opinion, NBG International Limited’s financial statements:

give a true and fair view of the state of the Company’s affairs as at 31 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and
have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Directors' Report and Financial Statements (the “Annual Report”), which comprise: the Balance Sheet as at 31 December 2024; the Statement of Comprehensive Income and the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence
We remained independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 5

 
NBG INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBG INTERNATIONAL LIMITED (CONTINUED)


Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors' Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Directors' Report.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' responsibilities in respect of the financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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.
Page 6

 
NBG INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBG INTERNATIONAL LIMITED (CONTINUED)


Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate journal entries. Audit procedures performed by the engagement team included:

Making inquiries with those charged with governance in relation to known or suspected instances of non-compliance with laws and regulations or fraud; and
Testing accounting estimates for evidence of management bias.
Testing journals using a risk-based approach.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Page 7

 
NBG INTERNATIONAL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NBG INTERNATIONAL LIMITED (CONTINUED)


Other required reporting

Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:

we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
certain disclosures of directors’ remuneration specified by law are not made; or
the financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Entitlement to exemptions
Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.




Marton Fenyo (Senior Statutory Auditor)
  
for and on behalf of
PricewaterhouseCoopers LLP
 
Chartered Accountants and Statutory Auditors
London

25 June 2025
Page 8

 
NBG INTERNATIONAL LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Administrative expenses
  
(409,864)
(238,614)

Fair value movements
 10 
(240,264)
186,962

Operating loss
 4 
(650,128)
(51,652)

Impairment of investment
  
(19,125)
-

Interest receivable and similar income
 7 
1,116
1,320

Interest payable and similar expenses
 8 
-
(1,256)

Loss before tax
  
(668,137)
(51,588)

Loss for the financial year
  
(668,137)
(51,588)

There was no other comprehensive income for 2024 (2023: £NIL).

The notes on pages 12 to 22 form part of these financial statements.

Page 9

 
NBG INTERNATIONAL LIMITED
REGISTERED NUMBER: 03226968

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 10 
2,953,816
3,330,390

  
2,953,816
3,330,390

Current assets
  

Debtors: amounts falling due within one year
 11 
124,821
124,821

Cash at bank and in hand
 12 
22,490,097
22,771,573

  
22,614,918
22,896,394

Creditors: amounts falling due within one year
 13 
(51,459)
(41,372)

Net current assets
  
 
 
22,563,459
 
 
22,855,022

Total assets less current liabilities
  
25,517,275
26,185,412

  

Net assets
  
25,517,275
26,185,412


Capital and reserves
  

Called up share capital 
 15 
7,000,000
7,000,000

Profit and loss account
 16 
18,517,275
19,185,412

  
25,517,275
26,185,412


The financial statements were approved and authorised for issue by the Board of Directors  and were signed on its behalf by: 




Panagiotis Karandreas
Director

Date: 25 June 2025

The notes on pages 12 to 22 form part of these financial statements.

Page 10

 
NBG INTERNATIONAL LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Retained earnings
Total equity

£
£
£


At 1 January 2023
7,000,000
19,237,000
26,237,000



Loss for the year
-
(51,588)
(51,588)



At 31 December 2023 and 1 January 2024
7,000,000
19,185,412
26,185,412



Loss for the year
-
(668,137)
(668,137)


At 31 December 2024
7,000,000
18,517,275
25,517,275


The notes on pages 12 to 22 form part of these financial statements.

Page 11

 
NBG INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

NBG International Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 03226968). The registered office address is 45 Gresham Street, London, United Kingdom, EC2V 7BG.

2.Accounting policies

  
2.1

Statement of compliance and Basis of preparation of financial statements

The financial statements of the Company have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, ‘The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland’ (‘FRS 102’) and the Companies Act 2006.
The financial statements have been prepared under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value. The accounting policies have been applied consistently with the prior year.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires the Directors to exercise judgement in applying the Company's accounting policies (see note 3).
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland':

the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.
 
This information is included in the consolidated financial statements of National Bank of Greece S.A.("the Group", "Bank" or "NBG") as at 31 December 2024 and these financial statements may be obtained from National Bank of Greece S.A., via https://www.nbg.gr/en /group/investor-relations.
The following principal accounting policies have been applied:

  
2.2

Impairment of non-financial assets

The carrying amount of the Company’s assets is reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indicators exist, the asset’s recoverable amount is reviewed. An impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is the higher of market value or the value in use of the respective asset. Impairment losses are recognised in the profit and loss account.
A reversal of an impairment loss is recognised as it arises provided the increased carrying value does not exceed that which it would have been had no impairment loss been recognised.

Page 12

 
NBG INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

The Company’s principal business objectives and future outlook are described above. In completing their assessment in relation to going concern, the Directors of the Company have considered the condition of the Bank and the Group, as well as the condition of the Company itself. 

At present, the level of activity in the Company is low and therefore the level of liabilities is low. As such, the Directors consider that the Company has sufficient liquid resources in the form of cash to meet its liabilities as they fall due for the foreseeable future. As a consequence, the Directors believe that the Company will be able to manage its current business risks effectively.

The Directors' note that the Bank is currently rated by Fitch and Moody's. The long-term credit rating assigned to the Bank by Fitch is BBB- (upgraded from BB+ on 1 April 2025) and the long-term bank deposit rating assigned to the Bank by Moody's is Baa1 (upgraded on 17 March 2025). Therefore, in considering the recoverability of the Company’s deposits with the Bank, the Directors of the Company have considered the position of the Bank. The Bank’s own financial statements for the year ended 31 December 2024, signed on 13 March 2025, noted that the Board of Directors had concluded that the Bank was a going concern after considering (a) the significant recurring profitability of the Group and the Bank, (b) the significant liquidity buffer and the Liquidity Coverage Ratio (“LCR”) and Net Stable Funding Ratio (“NSFR”) which are well above 100%, (c) the Group's Common Equity Tier 1 (“CET1”) ratio as at 31 December 2024 which exceeded the Overall Capital Requirements (“OCR”), (d) the resilient economic growth during the year, and the prospects for a positive rate of growth of the Gross Domestic Product ("GDP") in the medium term, whichi is expected to remain the euro area average, mainly driven by the implementation of the National Recovery and Resilience plan (“RRP”), (e) the upgrade of NBG's credit rating by S&P in January 2025 to investmetn grade at BBB-, following the upgrade by Fitch by one notch to BB+ with a positive outlook in September 2024 and the double upgrade in July 2024 by S&P and Moody's to BB+ and Baa2 (BBB) respectively, with the latter standing one notch above investment grade, the Board of Directors concluded that the Group and the Bank is a going concern and thus the application of the going concern principle for the preparation of these Annual Financial Statements is
appropriate. Based on discussions between the Directors of the Company and management of the Bank, no new matters have been identified as at the date of signing these financial statements, over and above those disclosed in the Bank’s own financial statements. As such, whilst the Directors continue to watch the performance of the Bank, they have concluded that the cash balance held with the Bank is recoverable.

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment. 
Other investments, whose current value can be reliably determined, are held at fair value. Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable and willing parties in an arm’s length transaction. The existence of a quoted price in an active market or a recent transaction price is the best evidence of fair value and when they are available they are used. If the market for a financial instrument is not active, fair value is established using a valuation technique. Fair value represents point-in-time estimates that may change in subsequent reporting periods due to market conditions or other factors. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the year. Where current value cannot be reliably determined, such investments are stated at historic cost less impairment.

Page 13

 
NBG INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.6

Financial instruments

The Company has chosen to adopt Section 11 of FRS 102 in respect of financial instruments.
(i) Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances and amounts due from group undertakings, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting year, financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are derecognised when: (a) the contractual rights to the cash flows from the asset expire or are settled; or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party; or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
 
Page 14

 
NBG INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.6
Financial instruments (continued)


(ii) Financial liabilities
Financial liabilities and equity instruments issued by the Company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

 
2.7

Foreign currency translation

Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Transactions in foreign currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each Balance Sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at the Balance Sheet date. Exchange differences are taken to operating profit.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 15

 
NBG INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the Balance Sheet date and the reported amounts of turnover and expenses during the reporting year.
Judgements
The Directors do not consider there to be any significant judgments in the preparation of the financial statements.
Key sources of estimation uncertainty
The key estimate in the financial statements is the fair value of the Company's investment in the Istanbul Venture Capital Initiative (see note 10).

Page 16

 
NBG INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Operating loss

The operating loss is stated after crediting:

2024
2023
£
£

Exchange differences
330,725
163,367

The above figure is included with Administrative expenses.


5.


Auditors' remuneration

There were no non-audit fees paid relating to the audit of the financial statements for the year ended 2024 (2023: £nil)



2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements (Net of VAT)

29,010
30,345


29,010
30,345


6.


Employees



The Company has no employees (2023: Nil) other than Directors.


7.


Interest receivable and similar income

2024
2023
£
£


Other interest receivable
1,116
1,320

Other interest receivable comprises interest earned on money market deposits held at NBG.


8.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
-
1,256

Page 17

 
NBG INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Tax on profit/(loss)


2024
2023
£
£




Total current tax
-
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023: lower than) the effective rate of corporation tax in the UK of 25% (2023:  23.5%). The differences are explained below:

2024
2023
£
£


Loss before tax
(668,137)
(51,588)


Profit/(loss) multiplied by effective rate of corporation tax in the UK of 25% (2022: 23.5%)
(167,034)
(12,124)

Effects of:


Expenses not deductible for tax purposes
64,847
295

Movement on deferred tax not recognised/losses not recognised
102,187
59,324

Non-taxable income
-
(43,936)

Remeasurement of deferred tax for changes in tax rates
-
(3,559)

Total tax charge for the year
-
-


Factors that may affect future tax charges

The main rate of corporation tax is 25%.
At the Balance Sheet date the Company had tax losses carried forward of £1,025,359 
(2023: £305,457).

Page 18

 
NBG INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Investments





Investments in subsidiary companies
Other fixed asset investments
Total

£
£
£



Cost or valuation


At 1 January 2024
1,240,005
3,129,985
4,369,990


Disposals
-
(117,185)
(117,185)


Revaluations
-
(240,264)
(240,264)



At 31 December 2024

1,240,005
2,772,536
4,012,541



Impairment


At 1 January 2024
1,039,600
-
1,039,600


Charge for the period
19,125
-
19,125



At 31 December 2024

1,058,725
-
1,058,725



Net book value



At 31 December 2024
181,280
2,772,536
2,953,816



At 31 December 2023
200,405
3,129,985
3,330,390

NBG International Limited (“NBGI”) retains 3.125% of Istanbul Venture Capital Initiative (hereafter “IVCI” or “Fund”. The total commitment of NBGI amounts to €5,000,000 and its contribution until now amounts to €4,999,171 (99.98%). IVCI is a sub-fund of Turkish Investment Initiative a closed-ended investment company with variable capital in umbrella form with separate sub-funds, incorporated in Luxembourg as a Specialised Investment Fund. IVCI's investment objective is to invest in assets representing risk capital (including early stage venture capital, private equity and mezzanine (e.g. quasi-equity, or debt with an equity kicker or any hybrid debt/equity product)) over a long investment horizon (6 to 10 years). iVCi intends to achieve its objectives through the construction of a balanced portfolio and investing primarily in: (a) Funds that invest their assets in private equity or venture capital (including FirstTime Funds, Established Funds and Experienced Funds); and (b) Direct Co-Investments in companies or undertakings, alongside Co-Investors. The valuation is based on the NAV of the Fund as reported in the Investors’ Quarterly Report for the period ended on 31 December 2024. 

Page 19

 
NBG INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

NBGI Private Equity Limited (in liquidation)
C/O Interpath Ltd, 10 Fleet Place, London, EC4M 7RB
Financial Services
Ordinary
100%
NBG GP Limited (in liquidation)
C/O Interpath Ltd, 10 Fleet Place, London, EC4M 7RB
General Partner
Ordinary
  100%

The Company has taken advantage of the exemption under s400 Companies Act 2006 from producing group financial statements, since the Company is itself a wholly-owned subsidiary of NBG, a Company incorporated in Greece, and in whose financial statements the Company is consolidated. These financial statements thus present information about the Company as an individual entity and not about its group. 


11.


Debtors: amounts falling due within one year

2024
2023
£
£


Amounts owed by group undertakings
121,402
121,402

Prepayments and accrued income
3,419
3,419

124,821
124,821


Amounts owed by Group undertakings comprise £21,716 (2023: £21,716) due from NBG Finance (Dollar) plc, £80,970 (2023: £80,970) due from NBG Finance (Sterling) plc and £18,716 (2023: £18,716due from NBG Finance plc.


12.


Cash at bank and in hand

2024
2023
£
£

Cash at bank and in hand
22,490,097
22,771,573


Cash balances are held with National Bank of Greece S.A.

Page 20

 
NBG INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
3,273
2,736

Other creditors
48,186
38,636



14.


Financial assets and liabilities

2024
2023
£
£

Financial assets


Financial assets measured at fair value through profit or loss
2,772,536
3,129,985




Financial risk management
The Company's financial instruments comprise cash at bank and in hand, other debtors and amount owed by Group undertakings. For this reason, the Company is exposed to minimal credit risk.
Similarly, the Company is exposed to minimal liquidity risk, as its cash balance ensures it has sufficient available funds for operations.




15.


Called up share capital

2024
2023
£
£
Allotted, called up and fully paid



7,000,000 (2023 - 7,000,000) Ordinary shares shares of £1.00 each
7,000,000
7,000,000



16.


Profit and loss account

This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.


17.


Capital commitments

The Company has provided capital commitments to the iVCi Fund of Funds private equity investment in the form of loan commitments of €5,000,000. At 31 December 2024, loan commitments outstanding amounted to £253,865 (€307,079), (2023: £266,234 (€307,079)).

Page 21

 
NBG INTERNATIONAL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Related party transactions

Interest earned on money market deposits held with NBG is disclosed in note 7. Investment in subsidiaries is disclosed in note 10. Amounts due from related entities are disclosed in note 11. The total sum of £15,000 (2023: £9,083) was paid for Corporate secretary services as related party transactions. Cash held at the end of the period is disclosed in note 12. 


19.


Controlling party

In the opinion of the Directors, the Company's ultimate and immediate parent undertaking is National Bank of Greece S.A., a company incorporated in Greece and located at 86 Eolou Street, 10559 Athens, Greece, which is also the parent undertaking of the largest and smallest Group of undertakings for which Group financial statements are drawn up and of which the Company is a member. The Group’s financial statements are posted on the Bank’s website at the following link: https://www.nbg.gr/en /group/investor-relations


20.


Post balance sheet events

There have been no significant events affecting the Company since the year-end.

Page 22