Ronghan International Limited

Registered number

09534814

Strategic Report, Report of the Directors and

Financial Statements for

31 December 2024

Ronghan International Limited
Report and accounts
Contents




Page

Company information	1
Directors' report	2
Strategic report	3
Report of the Independent Auditors	6
Income statement	9
Other Comprehensive Income	10
Balance Sheet	11
Statement of changes in equity	12
Cash Flow Statement	13
Notes to the Financial Statements	14
Trading and Profit and Loss Account	20

Ronghan International Limited

Company Information

Directors

Tao Yun

Ms M Li

Auditors

Cartwrights

Chartered Accountants and Business Advisors

Regency House, 33 Wood Street

Barnet

Hertfordshire

EN5 4BE

Registered office

6 Bevis Market

London

EC3A 7BA

Registered number

09534814

Ronghan International Limited
Registered number:		09534814
Directors' Report

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

Principal activities
The principal activity of the company in the year under review was that of providing financial intermediation services.

Future developments
The company faces new challenges with tougher compliance rules being introduced by the industry. However, the directors believe that they are well prepared to meet these tests and increase their share of the market.

Financial instrument
The company applies the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all its financial instruments. Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Directors
The following persons served as directors during the year:

	Tao Yun
	Ms M Li

Directors' responsibilities

The directors are responsible for preparing the report and 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 (Financial Reporting Standard 102 and applicable law). 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 estimates that are reasonable and prudent;
●	state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
●	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.


Disclosure of information to auditors

Each person who was a director at the time this report was approved confirms that:
●	so far as he is aware, there is no relevant audit information of which the company's auditor is unaware; and
●	he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information.



This report was approved by the board on 24 September 2025 and signed on its behalf.



Tao Yun
Director

Ronghan International Limited
Strategic Report

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS
For the year ended 31 December 2024, Ronghan International Limited recorded a turnover of £22.9 million, a decrease of 47% compared to £43.7 million in 2023. The decline was primarily due to a drop in overall transaction volume, driven by strategic shifts and technical disruptions during the year. Our core business remains card payment acquiring, particularly credit card and QR code-based acquiring services. In 2024, we operated under both the Payment Facilitator (PF) and Direct Merchant (DM) models. However, several technical incidents with our external processing partner resulted in significant merchant attrition. As a temporary measure, we shifted to a PF-only model, which, while ensuring operational continuity, carried lower margins due to layered commission structures. Despite reduced volumes, we continued to focus on long-term infrastructure development. A major project to enhance our in-house DM processing platform was completed at the start of 2025. This system is expected to significantly improve efficiency and restore profitability. We also initiated a strategic clean-up of our merchant portfolio, discontinuing partnerships with high-risk or low- quality merchants. Although this contributed to a reduction in chargeback-related income, it supports a healthier and more sustainable merchant base.

KPI'S
As Ronghan International Ltd's UK team is relatively small and mainly focused on regulatory, compliance, and local client relationship support, the majority of our core business operations, technology development, and financial performance monitoring are carried out by our Shanghai entity, Shanghai Gujin Information Technology Co Ltd. Accordingly, the UK entity itself does not maintain a standalone KPl framework. However, the UK team performance is primarily assessed based on: - Regulatory & Compliance Effectiveness - ensuring adherence to FCA requirements and maintaining operational compliance standards. - Client Relationship Management - supporting onboarding and servicing of KA merchants and UK-based partners. - Support to Group Operations - timely coordination with Shanghai Gujin on technology integration, payout solutions, and new business initiatives. These KPls are qualitative in nature and aligned with group-level performance objectives managed centrally by Shanghai Gujin.

PRINCIPAL RISKS AND UNCERTAINTIES
The main risks the company faced in 2024 include: - Merchant Loss and System Reliability: Technical issues in 2024 led to merchant churn, affecting revenue and highlighting the importance of system control. - Margin Compression: The temporary shift to the PF model impacted gross profit margins. - Regulatory Complexity: Our global operations continue to be exposed to changing compliance landscapes. - Technology Dependence: As a digital business, system uptime and data security remain mission-critical. We continue to invest in both.


Ronghan International Limited
Strategic Report

FINANCIAL AND LIQUIDITY
Despite the reduction in turnover, gross profit for 2024 was £7.9 million, compared to £12.34 million in 2023. The decline reflected both reduced volume and lower margins associated with the PF model. Administrative expenses were reduced significantly to £6.9 million in 2024 (down from £10.9 million in 2023), demonstrating strong cost control.Operating profit for the year was £980,250, a decrease from £1.36 million in 2023. After interest and tax, profit for the financial year was £741,879, compared to £1.13 million the previous year. The company continues to operate without reliance on external borrowing and maintains a sound liquidity position to support ongoing development and operational resilience.


DEVELOPMENT AND PERFORMANCE
In 2024, the company focused on internal transformation, including systems development and quality merchant onboarding. Although short-term performance declined, the foundational improvements are expected to drive long-term growth. The launch of our in-house DM platform in early 2025 marks a major milestone.




FUTURE DEVELOPMENTS
Going forward, Ronghan International Limited will focus on rebalancing merchant volumes between PF and DM models. The company will prioritize higher-value, lower-risk merchants to improve profitability. We will also strengthen cooperation with affiliated group entities in Europe and Asia to drive international acquiring growth, while continuing to invest in system stability and regulatory compliance.




This report was approved by the board on 24 September 2025 and signed on its behalf.



Tao Yun
Director

Ronghan International Limited
Independent auditor's report
to the members of Ronghan International Limited

Opinion

We have audited the financial statements of Ronghan International Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including 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 the 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 December 2024 and of its profit for the year then ended;
●	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
●	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 Auditor’s 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 other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
●	the strategic report and the directors’ report 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 directors’ report.
We have nothing to report in respect of the following matters in relation to which 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 directors’ responsibilities statement, 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 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.

Auditor’s 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 auditor’s 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, and that they remained alert to instances of non-compliance throughout the audit. Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - based on our understanding of the company and industry, and through discussions with directors and key management, we identified any specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; and - we assessed the extent of compliance with these laws and regulations through making enquiries of management and inspecting legal correspondence. We assessed the ceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries, particularly focused around the year-end, to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates in the notes to the financial statements were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions.
A further description of our responsibilities for the audit of the financial statements is available on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.


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 an auditor's report 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.


Matthew Brown
(Senior Statutory Auditor)		Chartered Accountants and Business Advisors
for and on behalf of		Regency House, 33 Wood Street
Cartwrights		Barnet
Statutory Auditor		Hertfordshire
24 September 2025		EN5 4BE

Ronghan International Limited
Income Statement
for the year ended 31 December 2024


Notes		2024		2023
£			£

Turnover		22,933,366		43,660,625

Cost of sales		(15,022,685)		(31,322,043)

Gross profit		7,910,681		12,338,582

Administrative expenses		(6,910,564)		(10,930,476)

Operating profit	3	1,000,117		1,408,106

Interest receivable		13,548		128,300
Interest payable	4	49		(52,150)

Profit on ordinary activities before taxation		1,013,714		1,484,256

Tax on profit on ordinary activities	5	(256,935)		(351,111)

Profit for the financial year		756,779		1,133,145

Ronghan International Limited
Statement of Comprehensive Income
for the year ended 31 December 2024


Notes	2024		2023
£		£

Profit for the financial year	756,779		1,133,145

Other comprehensive income

Total comprehensive income for the year	756,779		1,133,145

Ronghan International Limited
Statement of Financial Position
as at 31 December 2024

Notes			2024			2023
£				£
Fixed assets
Investments	6		88,215			89,835

Current assets
Debtors	7	967,965			1,013,182
Cash at bank and in hand		8,819,430			8,774,961
		9,787,395			9,788,143

Creditors: amounts falling due within one year	8	(6,562,362)			(7,321,509)

Net current assets			3,225,033			2,466,634

Net assets			3,313,248			2,556,469

Capital and reserves
Called up share capital	9		850,000			850,000
Profit and loss account	10		2,463,248			1,706,469

Total equity			3,313,248			2,556,469




Tao Yun
Director
Approved by the board on 24 September 2025

Ronghan International Limited
Statement of Changes in Equity
for the year ended 31 December 2024

Share		Share		Other		Profit		Total
capital		premium		reserves		and loss
account
£		£		£		£		£

At 1 January 2023	850,000		-		-		573,324		1,423,324

Profit for the financial year							1,133,145		1,133,145


At 31 December 2023	850,000		-		-		1,706,469		2,556,469



At 1 January 2024	850,000		-		-		1,706,469		2,556,469

Profit for the financial year							756,779		756,779


At 31 December 2024	850,000		-		-		2,463,248		3,313,248

Ronghan International Limited
Statement of Cash Flows
for the year ended 31 December 2024

Notes	2024		2023
£		£
Operating activities
Profit for the financial year	756,779		1,133,145

Adjustments for:
Interest receivable	(13,548)		(128,300)
Interest payable	(49)		52,150
Tax on profit on ordinary activities	256,935		351,111
Decrease in debtors	45,217		-
Decrease in creditors	(664,922)		-
	380,412		1,408,106

Interest received	13,548		-
Interest paid	49		-
Corporation tax paid	(351,160)		-

Cash generated by operating activities	42,849		1,408,106

Investing activities
Payments to acquire investments	1,620		-

Cash generated by investing activities	1,620		-

Net cash generated
Cash generated by operating activities	42,849		1,408,106
Cash generated by investing activities	1,620		-

Net cash generated	44,469		1,408,106

Cash and cash equivalents at 1 January	8,774,961		7,366,855
Cash and cash equivalents at 31 December	8,819,430		8,774,961

Cash and cash equivalents comprise:
Cash at bank	8,819,430		8,774,961

Ronghan International Limited
Notes to the Accounts
for the year ended 31 December 2024

1	Summary of significant accounting policies

	Basis of preparation
	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 as modified by the revaluation of certain assets. The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

	Preparation of consolidated financial statements
	The financial statements contain information about Ronghan International Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent.

	Turnover
	Turnover is measured at the fair value of the consideration received through handling fees for collecting income on behalf of merchants. The company recognises the revenue when a transaction code is generated at a merchant's terminal, initiated by purchases on the merchant's online e-commerce website and pay point system, via QR code and debit/credit card acquisitions. Based on the collection value, the company then takes a pre-agreed transaction fee. All income is from the UK market.

	Investments in subsidiaries
	Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

	Financial instruments
	Financial assets Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at the transaction value. They are then subsequently carried at amortised cost using the effective interest rate method. At the end of each reporting period financial assets are assessed for impairment. If an impairment exists the impairment loss is recognised in the income statement. Financial assets are derecognised when: - the contractual right to cash flows from the asset are settled or expire, - substantially all the risk and rewards of the ownership of the asset are transferred to another party or - despite retaining some significant risks and rewards, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset without additional restrictions.
	Financial liabilities Basic financial liabilities, including trade and other creditors are initially recognised at the transaction value. They are then subsequently carried at amortised cost using the effective interest rate method. Financial liabilities are derecognised when the liability is discharged, cancelled or expires.

	Taxation
	Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

	Foreign currency translation
	Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

	Pensions
	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. The assets of the scheme are held separately from those of the company in an independently administered fund.
	Statuory information
	Ronghan International 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

	Staff costs
						2024		2023
£							£
	This is stated after charging:
	Wages and salaries					253,511		246,403
	Social security costs					23,918		29,221
	Other pension costs					4,518		3,587
						281,947		279,211


	Average number of employees during the year					Number	Number
						5		6
3

	Operating profit
	The operating profit is stated after charging/(crediting):
						2024		2023
£							£
	Auditors' remuneration					12,840		12,120
	Foreign exchange differences					(185,405)		167,605

4

	Interest payable					2024		2023
£							£

	Bank loans and overdrafts					-		52,150
	Other loans					(49)		-
						(49)		52,150
5

	Taxation					2024		2023
£							£
	Analysis of charge in period
	Current tax:
	UK corporation tax on profits of the period					256,935		351,111


	Tax on profit on ordinary activities					256,935		351,111


6

	Investments
								Shares in
								group
								undertakings
£
	Cost
	At 1 January 2024							89,835
	Additions							(1,620)

	At 31 December 2024							88,215

	Cost or valuation at 31 December 2024 is represented by:
								Shares in
								group
								undertakings
£

	Cost							88,215

	The company's investments at the Balance Sheet date in the share capital of companies include the following:


	Overcross PTE.LTD
	Registered office: Singapore
	Nature of business: Information technology services
				%
	Class of shares:			holding
	Ordinary			60

						2,024		2,023
						£		£
	Aggregate capital and reserves					300,295		328,611
	Profit for the year					82,997		61,258

	The company also has a wholly owned subsidiary company, Onerway EU Capital B.V., a company registered in the Netherlands. This company was dormant during the current and previous year.


7

	Debtors					2024		2023
£							£

	Amounts owed by group undertakings and undertakings in which the company has a participating interest					291,764		-
	Other debtors					676,201		1,008,518
	Prepayments and accrued income					-		4,664
						967,965		1,013,182

8

	Creditors: amounts falling due within one year					2024		2023
£							£

	Trade creditors					94,234		122,148
	Amounts owed to group undertakings and undertakings in which the company has a participating interest					241,605		(111,774)
	Corporation tax					256,886		351,111
	Other taxes and social security costs					4,068		10,356
	Other creditors					5,634,192		6,810,837
	Accruals and deferred income					331,377		138,831
						6,562,362		7,321,509

9

	Share capital	Nominal		2024		2024		2023
value			Number		£		£
	Allotted, called up and fully paid:
	Ordinary shares	£1 each		850,000		850,000		850,000

10

	Profit and loss account					2024		2023
£							£

	At 1 January					1,706,469		573,324
	Profit for the financial year					756,779		1,133,145

	At 31 December					2,463,248		1,706,469

11
	Related party disclosures

	At the balance sheet date, the following amounts was due (to)/from the below related parties.
						2024		2023
£							£
	Min Li (ultimate controlling party)					NIL		59,890
	Shanghai Gujin Information Technology Co. Ltd (a company
	which Min Li has a controlling interest)					(3,200,000)		(993,299)
	Ronghan International (HK) Ltd (a company which Min Li has a
	controlling interest)					(814,888)		(362,549)
	Overcross PTE Ltd (subsidiary undertaking of the company)					(241,605)		111,774
	Onerway EU Capital B.V (subsidiary undertaking of the company)					291,764		303,348

	During the year, £4,200,000 (2023: £9,670,824) was recharged from Shanghai Gujin Information Technology Co. Ltd, £3,476,913 (2023: £4,325,852) from Ronghan International (HK) Ltd, £411,668 (2023: £261,855) from Overcross PTE Ltd and £384,570 (2023 : Nil) from Gogotranx Hongkong Limited for providing operating servicing services.
	All transactions are at arm's length.

12
	Ultimate controlling party

	The controlling party is Ms M Li. Min Li owns 100% of the issued share capital of Shanghai Ronghan Financial Information Service Co Ltd, which owns 96% of the issued share capital of Ronghan International Limited. Ronghan Financial Services Co Ltd is an entity registered in the People's Republic of China and consolidated accounts for the group can be obtained at its registered office, Room A52, 2nd Floor, No. 473 Fute West 1st Road, Shanghai Free Trade Zone Pilot Area, Shanghai, China.