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Registered number: 03364682
NBG FINANCE PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NBG FINANCE PLC
COMPANY INFORMATION
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PricewaterhouseCoopers LLP
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NBG FINANCE PLC
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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NBG FINANCE PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present the Strategic Report of NBG Finance Plc (the “Company”) for the year ended 31 December 2024.
Given the nature of the business, the Directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.
During the year the Company has continued to hold the cash processed from the sale of particapation in a number of private equity funds in 2016.
Results for the year
The Company made a loss for the financial year amounting to €38,000 (2023: Loss of €314,000). This lead to a decrease in the Company's Capital and Reserves to €49,658,000 (2023: €49,696,000).
Principal risks and uncertainties
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The Company follows the National Bank of Greece S.A. group ("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 European Central Bank ("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 refer to the Group’s financial statements for the year ended 31 December 2024 which do not form part of these financial statements.
The Company has limited level of activities therefore the principal risks and uncertainties facing the company are credit risk, associated with the bank account and liquidity risk.
Credit risk - is referred in the Going Concern section of the Directors report, where the credit rating of the counterparty is considered.
Liquidity risk - the Company is cash rich and the cash balance well exceeds the annual level of expenses of the
Company at the current level of activities.
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NBG FINANCE PLC
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Section 172(1) of Companies Act 2006 requires the directors to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
a) the likely consequences of any decision in the long term,
b) the interests of the company's employees,
c) the need to foster the company's business relationships with suppliers, customers and others,
d) the impact of the company's operations on the community and the environment,
e) the desirability of the company maintaining a reputation for high standards of business conduct, and
f) the need to act fairly as between members of the company.
The Directors have had regards to the matters set out in section 172(1) of the Companies Act 2006 as follows:
With reference to subsection (a) concerning the likely consequences of any decision in the long term; there
have been no decisions made in the year and the Company continues to hold cash.
The matters set out in subsections (b)-(f) have limited or no relevance to the Company and therefore they are
not strategically important for the following reasons:
∙the Company has no employees;
∙Relationships are also fostered with suppliers and others via professional third parties who have been
assigned operational roles with their roles strictly governed and fee arrangements agreed in advance. The
Company has no customers;
∙ the Company has no physical presence or operations and accordingly has minimal impact on the
community and the environment.
This report was approved by the board and signed on its behalf.
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NBG FINANCE PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the audited financial statements for the year ended 31 December 2024.
During the year the Company's principal activity has been to hold the cash proceeds from the sale of its participation in a number of private equity funds in 2016 whilst the Directors consider future investment strategies.
The loss for the year, after taxation, amounted to €38 thousand (2023: loss €314 thousand).
The Directors do not recommend the payment of a dividend (2023: €Nil).
The Directors' of the Company who were in office during the year and up to date of signing the financial statements were:
Statement of Directors' responsibilities in respect of the financial statements
The Directors are responsible for preparing the Annual 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.
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NBG FINANCE PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The National Bank of Greece S.A. ("parent company", "NBG" or "the Bank") owns and controls the Company and the Company has significant cash balances placed with the Bank. At the date of signing, no decision had been made regarding the future activities of the Company. However, the Directors, in cooperation with the Bank’s management, continue to consider the future prospects for the Company, including reactivating the Company as an investment management company or alternatively taking on a different principal activity. The Directors' note that the Bank’s intentions with regard to the future of the Company may therefore affect its operations.
Other than any decisions made in conjunction with management of the Bank regarding the future of the Company, the key uncertainties which the Directors expect could have the greatest impact on the future development of the Company are macroeconomic.
Financial risk management objectives and policies
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The disclosures required to be included in the Directors' Report in respect of the Company's exposure to financial risk and its financial risk management policies are given in note 9 to the financial statements.
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.
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NBG FINANCE PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditors
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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.
The auditors, PricewaterhouseCoopers LLP, will be proposed for reappointment in accordance with section 489 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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NBG FINANCE PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
NBG FINANCE PLC
Report on the audit of the financial statements
Opinion
In our opinion, NBG Finance Plc’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 Annual 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.
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NBG FINANCE PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
NBG FINANCE PLC (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 Strategic report and 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.
Strategic report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and 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 Strategic report and 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.
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NBG FINANCE PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
NBG FINANCE PLC (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 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.
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NBG FINANCE PLC
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
NBG FINANCE PLC (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.
Marton Fenyo (Senior Statutory Auditor)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
25 June 2025
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NBG FINANCE PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Foreign exchange differences on translation
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Loss for the financial year
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There was no other comprehensive income for 2024 (2023: €NIL).
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The notes on pages 13 to 20 form part of these financial statements.
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All amounts relate to continuing activities.
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NBG FINANCE PLC
REGISTERED NUMBER: 03364682
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Total shareholders' funds
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The financial statements were approved and authorised for issue by the Board of Directors and were signed on its behalf by:
The notes on pages 13 to 20 form part of these financial statements.
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NBG FINANCE PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
At 31 December 2023 and 1 January 2024
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The notes on pages 13 to 20 form part of these financial statements.
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NBG FINANCE PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NBG Finance Plc ("the Company") is a public limited company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006, registration number 03364682. The address of the registered office is 45 Gresham Street, London, England, United Kingdom, EC2V 7BG. During the year the Company's principal activity has been to hold the cash proceeds from the sale of its participation in a number of private equity funds in 2016 whilst the Directors consider future investment strategies.
2.Accounting policies
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Statement of compliance and Basis of preparation of financial statements
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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 historic cost convention.
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 management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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NBG FINANCE PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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NBG FINANCE PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial reporting standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the 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' or "Bank") 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 /reports/annual -financial-report -for-the-group-and -the-bank-31-12-2024
Interest income is recognised in profit or loss using the effective interest method.
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Cash and cash equivalents
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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.
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NBG FINANCE PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has chosen to adopt Sections 11 and 12 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 period 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.
(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.
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NBG FINANCE PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is EUR.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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.
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NBG FINANCE PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements and estimates that affect the reported amounts of assets and liabilities at the year end date and the reported amounts of revenues and expenses during the reporting period.
In the opinion of the Directors there are no critical judgements or estimates that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year in the Company's financial statements.
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There were no non-audit fees paid relating to the audit of the financial statements for the year ended 2024 (2023: €nil).
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Fees payable to the Company's auditors for the audit of the Company's annual financial statements ( Net of VAT)
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The Company has no employees (2023: none) other than the Directors, who received remuneration of €17,279 (2023: €7,205).
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Cash balances are held with National Bank of Greece S.A.
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NBG FINANCE PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Amounts owed to group undertakings comprise €21,000 (2023: €21,000) due to NBG International Limited.
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Financial assets measured under amortised cost
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Financial assets measured at amortised cost comprise amounts owed by group undertakings, other debtors and cash at bank and in hand.
Financial liabilities measured at amortised cost comprise amounts owed to group undertakings, other creditors and interest accruals due to group undertakings.
The Company's assets and liabilities are held in a banking or non-trading book. The Company does not enter into transactions for the purpose of trading or speculation or hold any derivatives. Short-term debtors and creditors pertaining to accrued interest receivable and payable have been omitted from all disclosure apart from the interest rate and currency risk profiles.
Financial risk management
The Company's financial instruments consist largely of cash held at banks, which is available on demand. For this reason, the Company is exposed to minimal credit risk other than that associated with NBG.
Similarly, the Company is exposed to minimal liquidity risk, as its cash balance ensures it has sufficient available funds for operations.
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NBG FINANCE PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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50,000 (2023: 50,000) ordinary shares of £1.00 each
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80,341,630 (2023: 80,341,630) redeemable preference shares of €1.00 each
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The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
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Redemption of the redeemable preference shares will, subject to i) the provisions of the Companies Act and ii) other provisions of the articles, be redeemable at the option of the Company in whole or part on any day following the issue of the redeemable preference shares.
This reserve relates to the cumulative profits and losses less amounts distributed to shareholders.
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Related party transactions
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Cash balances held with related entities are disclosed in note 7 and amounts due to related entities are disclosed in note 8. Directors remuneration is disclosed in note 5.
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In the opinion of the Directors, the Company's ultimate and immediate parent undertaking is the National Bank of Greece S.A, a Company incorporated in Greece 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
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Post balance sheet events
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There have been no significant events affecting the Company since the year-end.
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