Varna Holdings Ltd - Filleted accounts

Registered number

16225272

Varna Holdings Ltd

Unaudited Filleted Accounts

31 March 2026

Varna Holdings Ltd
Registered number:		16225272
Balance Sheet
as at 31 March 2026

Notes			2026
£
Fixed assets
Investments	3		636,725

Current assets
Debtors	5	1
Cash at bank and in hand		314,802
		314,803

Creditors: amounts falling due within one year	6	(378,344)

Net current liabilities			(63,541)

Net assets			573,184

Capital and reserves
Called up share capital			201
Profit and loss account			572,983

Shareholder's funds			573,184

The director is satisfied that the company is entitled to exemption from the requirement to obtain an audit under section 477 of the Companies Act 2006.
The member has not required the company to obtain an audit in accordance with section 476 of the Act.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.
The accounts have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.




Dobromir Toshkov Georgiev
Director
Approved by the board on 31 July 2026

Varna Holdings Ltd
Notes to the Accounts
for the period from 3 February 2025 to 31 March 2026


1	Accounting policies

	Basis of preparation
	The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard).

	Investments
	Investments in subsidiary undertakings are stated at cost less accumulated impairment losses. The carrying amounts are reviewed for impairment where events or changes in circumstances indicate that the carrying value may not be recoverable. The investment in Varna Engineering Ltd, acquired through a share-for-share exchange, has been recorded at the nominal value of the consideration shares issued, applying merger relief under sections 612 and 615 of the Companies Act 2006. Capital contributions made to subsidiary undertakings, including the conversion of amounts receivable into equity contributions, are included in the cost of the investment.

	Group accounts
	The company is a parent undertaking and has taken advantage of the exemption under section 399 of the Companies Act 2006 from preparing consolidated financial statements on the grounds that it heads a small group. These financial statements are therefore the separate financial statements of the company.

	Debtors
	Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

	Creditors
	Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

	Taxation
	A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.


2	Employees			2026
Number

	Average number of persons employed by the company			0


3	Investments
Investments in
subsidiary
undertakings
£
	Cost
	Additions				636,725

	At 31 March 2026				636,725

	On 14 April 2025, Varna Holdings Ltd acquired the entire issued share capital of Varna Engineering Ltd through a share-for-share exchange. On 27 June 2025, Varna Holdings Ltd completed the acquisition of the entire issued capital of GF Investments EOOD, a company incorporated in Bulgaria, for cash consideration of £260,000. The investment was recorded at a total cost of £260,020, including directly attributable transaction costs. Pursuant to agreements dated 23 May 2025, loans with an aggregate principal amount of €406,937.87 due from GF Investments EOOD were novated from Varna Engineering Ltd to the company. The loan receivable was subsequently converted into a capital contribution to GF Investments EOOD without the issue of additional shares. The sterling carrying amount of £376,505 has been included in the cost of the company’s investment in GF Investments EOOD. The cost of the company’s investment in GF Investments EOOD includes the acquisition consideration and the principal and accrued interest under loans subsequently contributed to the subsidiary as a capital contribution.


4	Subsidiary undertakings

	The company held the following direct interests at 31 March 2026:

	Name	Country	Holding	Principal activity
	Varna Engineering Ltd	England and Wales	100% of ordinary share capital	Engineering and structural steelwork activities
	GF Investments EOOD	Bulgaria	100% of issued share capital	Investment holding and engineering drafting services


5	Debtors			2026
£

	Other debtors			1


6	Creditors: amounts falling due within one year			2026
£

	Amounts owed to group undertakings and undertakings in which the company has a participating interest			376,515
	Taxation and social security costs			1,203
	Other creditors			626
				378,344

	Included within amounts owed to group undertakings is £376,505 due to Varna Engineering Ltd in consideration for the novation of loans previously advanced to GF Investments EOOD.



7	Called-up share capital

	On incorporation on 3 February 2025, the company allotted one ordinary share of £1 for cash at par. On 14 April 2025, the company allotted 200 ordinary shares of £1 each, credited as fully paid, as consideration for the acquisition of the entire issued share capital of Varna Engineering Ltd. At 31 March 2026, the company had 201 ordinary shares of £1 each in issue.


8	Controlling party

	Dobromir Toshkov Georgiev by his holding of 100% of the issued share capital controls Varna Holdings Ltd.


9	Other information

	Varna Holdings Ltd is a private company limited by shares and incorporated in England. Its registered office is:
	30 Warren Drive North
	Surbiton
	Surrey
	KT5 9LQ