REGISTERED NUMBER: 08583170 (England and Wales)

Candleston Limited

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 March 2025

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Cash Flow Statement

9

Notes to the Cash Flow Statement

10

Notes to the Financial Statements

11

Directors:

Mr D Jones

Ms L Howells

Mr K G Beevers

Mr I R Couzens

Mr C J Sutton

Mr P Crockett

Secretary:

J Fairley

Registered office:

Ty'r Efail

Lower Mill Field

PONTYPOOL

Torfaen

NP4 0XJ

Registered number:

08583170 (England and Wales)

Auditors:

Menzies LLP, Statutory Auditors

5th Floor Hodge House

114-116 St Mary Street

Cardiff

CF10 1DY

The directors present their strategic report for the year ended 31 March 2025.

Review of business

Candleston Limited was established on 25 June 2013 for the purposes of acting as development agent for its parent, Melin homes (now Tai Hedyn following the merger with Newport City Homes 1 April 2025), as well as developing homes for sale. It operates in South East Wales and aims to provide high quality homes. Since incorporation the company has progressed with its objective of securing sites for development.

Development and performance in year

Overall, for the financial year Candleston Completed a total of 81 homes, with 26 being affordable rent or Low Cost Home Ownership (LCHO) and 55 open market Sales.

Candleston pre-tax profits for the year were £978,214 (2024 - £1,824,628) allowing it to Gift Aid £978,214 (2024 - £1,000,000) to its parent. Shareholders funds now stand at £659,919 (2024 - £659,919). Corporation tax payable for the year was £NIL (2024 - £208,657) The reduced profits correlate to the high proportion of affordable / LCHO homes completed and transferred to Candleston's parent in the year

During the financial year, Candleston continued with its construction at Grove Farm, Llanfoist. This prestigious development project will deliver 106 units and is due for completion in 2025. Of these homes, 37 units have been built for Group as affordable rented and LCHO homes and the remaining 69 are being sold on the open market. As at the year-end, 98 homes have been sold, with the remaining 8 due to complete by August 2025.

Candleston has also been providing Development agency services to Group for its phase 1 site at Crick Road, which is bringing in a regular income stream to support the work of the team. Following significant delays with statutory bodies regarding sectional agreements initial sales on phase 1 were delayed to March 2024. This phase delivers 49 open market units in total. As at the year-end, 44 homes have been sold with the remaining 5 expected to complete by August 2025. On Phase 2 at Crick Road, Candleston is acting in the capacity of the developer and will deliver 55 units, 21 of which are either affordable rented or LCHO Homes with the remaining 34 to be sold on the open market. At the year-end, 9 homes were sold, 6 of which were affordable. The remaining units are expected to be completed and sold by August 2025.

The Board continue to support Officers in exploring future opportunities to ensure continuity of work to sit alongside the schemes already committed at Crick Road (Phase 3), Majors Barn and Crickhowell, the latter of which may be longer term opportunities but will ensure a ready pipeline of units.

Candleston has a funding arrangement in place with its parent, with those funds being utilised to cover agreed costs. Since the year-end and merger, this commitment has been reaffirmed and the capacity has been increased.

The statement of comprehensive income position for the year reflects the costs of the projects which were of a revenue nature, the staff recharges from the parent, and the interest charges on the funding currently in place.

Principle Risks and uncertainties

The Directors recognise the nature of its activities and the landscape and environment in which the company operates will continue to change and so all plans as set out in our Business Plan are kept under regular review.

Development strategies are reviewed against on-going market conditions to ensure that recoveries can be made on completion of the homes being built.

Future developments and impact of events since year end

Since the year end Melin Homes has merged with Newport City Homes forming Tai Hedyn. Therefore, Candleston's new parent company is Tai Hedyn as its sole shareholder. The Board have also agreed to enter into phase 3 of Crick Road where again Candleston will act as the developer in the same way as Phase 2.

In aiming to deliver the aspirations of the Group Board, Candleston have an ongoing anticipated programme of

approximately 50 homes per annum and is continually looking to acquire additional strategic land for future financial years.

On behalf of the board:

Mr K G Beevers - Director

23 July 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

Principal activity

The principal activity of the company in the year under review was that of the development of building projects.

Dividends

No dividends will be distributed for the year ended 31 March 2025.

Directors

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

Mr D Jones

Ms L Howells

Mr K G Beevers

Mr I R Couzens

Other changes in directors holding office are as follows:

Mr C J Sutton and Mr P Crockett were appointed as directors after 31 March 2025 but prior to the date of this report.

Mr T E Broadhead ceased to be a director after 31 March 2025 but prior to the date of this report.

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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 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. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

A resolution to appoint the external auditors of the Tai Hedyn Limited Group will be proposed at the annual general meeting on 24th September 2025.

On behalf of the board:

Mr K G Beevers - Director

23 July 2025

Opinion

We have audited the financial statements of Candleston Limited (the 'company') for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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.

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.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion 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 such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our planning procedures identify the legal and regulatory frameworks applicable to the operations and financial statements of the company. These are reviewed internally with the audit team including relevant industry experience and expectations as well as externally with the client management. The key laws and regulations we considered in this context were the UK Companies Act 2006, UK GAAP (FRS 102) and relevant tax legislation.

Once identified, we assess the risks of material misstatements in relation to the laws and regulations, irregularities, including fraud and adjust our testing accordingly. Our audit procedures include:

- Discussing with Director and management which areas of the business they believe to be more susceptible to fraud, and whether they have any knowledge or suspicion of fraudulent activities;

- Obtaining an understanding of the key controls put in place by the company to address risks identified, assessing the effectiveness of those and discussing how these are maintained and monitored internally;

- Assessing the risk of management override and review and testing of journal entries made into the accounting system;

- Challenging assumptions and judgements made by the company in relation to the significant accounting estimates employed in the preparation of the financial statements;

- Discussing with Director and Management the legal and regulatory obligations of the business and whether they have any knowledge or suspicion of non compliance.

Despite the audit being planned and conducted in accordance with ISAs (UK) there remains an unavoidable risk that material misstatements in the financial statements may not be detected owing to inherent limitations of the audit, and that by their very nature, any such instances of fraud or irregularities likely involve collusion, forgery, intentional misrepresentation, or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Clive Edwards (Senior Statutory Auditor)

for and on behalf of Menzies LLP, Statutory Auditors

5th Floor Hodge House

114-116 St Mary Street

Cardiff

CF10 1DY

20 November 2025

Turnover

12,402,324

10,085,282

Cost of sales

(10,702,757

)

(7,738,030

)

Gross profit

1,699,567

2,347,252

Administrative expenses

(525,486

)

(336,747

)

Operating profit

1,174,081

2,010,505

Interest payable and similar expenses

4

(195,867

)

(175,877

)

Profit before taxation

5

978,214

1,834,628

Tax on profit

6

-

(208,657

)

Profit for the financial year

978,214

1,625,971

Other comprehensive income

-

-

Total comprehensive income for the year

978,214

1,625,971

Current assets

Stocks

7

9,653,291

7,350,712

Debtors

8

104,543

303,721

Cash at bank

499,642

179,438

10,257,476

7,833,871

Creditors

Amounts falling due within one year

9

(9,597,557

)

(7,173,952

)

Net current assets

659,919

659,919

Total assets less current liabilities

659,919

659,919

Capital and reserves

Called up share capital

10

1

1

Retained earnings

11

659,918

659,918

Shareholders' funds

659,919

659,919

The financial statements were approved by the Board of Directors and authorised for issue on 23 July 2025 and were signed on its behalf by:

Mr K G Beevers - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2023

1

33,947

33,948

Changes in equity

Total comprehensive income

-

1,625,971

1,625,971

Gift Aid distribution to

parent

-

(1,000,000

)

(1,000,000

)

Balance at 31 March 2024

1

659,918

659,919

Changes in equity

Total comprehensive income

-

978,214

978,214

Gift Aid distribution to

parent

-

(978,214

)

(978,214

)

Balance at 31 March 2025

1

659,918

659,919

Cash flows from operating activities

Cash generated from operations

1

57,941

2,940,787

Interest paid

(195,867

)

(175,877

)

Tax paid

(208,657

)

(7,963

)

Net cash from operating activities

(346,583

)

2,756,947

Cash flows from financing activities

Loan repayments in year

1,645,001

(2,458,401

)

Gift aid payment to Melin Homes

(978,214

)

(1,000,000

)

Net cash from financing activities

666,787

(3,458,401

)

Increase/(decrease) in cash and cash equivalents

320,204

(701,454

)

Cash and cash equivalents at beginning of year

2

179,438

880,892

Cash and cash equivalents at end of year

2

499,642

179,438

1.	Reconciliation of profit before taxation to cash generated from operations

2025

2024

£

£

Profit before taxation

978,214

1,834,628

Finance costs

195,867

175,877

1,174,081

2,010,505

Increase in stocks

(2,302,579

)

(377,941

)

Decrease in trade and other debtors

199,178

284,933

Increase in trade and other creditors

987,261

1,023,290

Cash generated from operations

57,941

2,940,787

2.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31.3.25

1.4.24

£

£

Cash and cash equivalents

499,642

179,438

Year ended 31 March 2024

31.3.24

1.4.23

£

£

Cash and cash equivalents

179,438

880,892

3.	Analysis of changes in net funds

At 1.4.24

Cash flow

At 31.3.25

£

£

£

Net cash

Cash at bank

179,438

320,204

499,642

179,438

320,204

499,642

Total

179,438

320,204

499,642

1.	Statutory information

Candleston Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirement of paragraph 33.7.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover relates to the sale of properties developed and is recognised when the risks and rewards of ownership are substantially transferred to the buyer.

Stocks and work in progress

Work in progress is valued at the lower of cost and net realisable value.

Work in progress includes the amounts spent to date on the acquisition of land and development of homes for sale.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	Employees and directors

The average number of employees and directors in the year was 7 (2024: 6).

2025

2024

£

£

Directors' remuneration

15,500

15,500

The remuneration disclosed above relates to payments made to Non Executive Directors only.

4.

Interest payable and similar expenses

2025

2024

£

£

Mortgage

195,867

175,877

5.	Profit before taxation

The profit is stated after charging:

2025

2024

£

£

Auditors' remuneration

3,400

3,305

6.

Taxation

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

-

208,657

Tax on profit

-

208,657

7.

Stocks

2025

2024

£

£

Work-in-progress

9,653,291

7,350,712

8.

Debtors: amounts falling due within one year

2025

2024

£

£

Trade debtors

1,660

-

Amounts owed by group - Trade debtors

16,057

13,356

VAT

63,939

41,658

Called up share capital not paid

1

1

Prepayments and accrued income

22,886

248,706

104,543

303,721

9.

Creditors: amounts falling due within one year

2025

2024

£

£

Trade creditors

811,753

519,940

Amounts owed to group - Loan

7,013,190

5,368,190

Amounts owed to group - Trade creditors

1,058,162

1,056,849

Tax

-

208,657

Social security and other taxes

11,260

8,037

Other creditors

-

1,251

Deferred Income

19,711

5,491

Accrued expenses

683,481

5,537

9,597,557

7,173,952

10.	Called up share capital

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

£

£

1

Ordinary shares

£1

1

1

11.

Reserves

Retained

earnings

£

At 1 April 2024

659,918

Profit for the year

978,214

Gift Aid distribution to

parent

(978,214

)

At 31 March 2025

659,918

12.	Other financial commitments

The company has a contract with an external contractor to complete the works on two developments which is held within stock.The anticipated costs of completing this contract are £1.6m which will predominantly be funded via current bank amounts and future sales of completed units.

13.	Related party disclosures

14.	Ultimate controlling party

The controlling party is Melin Homes.