Fitness Champs Holdings Ltd 20-F for FY2024
Fitness Champs Holdings Ltd (FCHL)
About this 20-F
Fitness Champs Holdings Ltd filed this 20-F on May 14, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
OR
For
the fiscal year ended
OR
For the transition period from _________ to _____________.
OR
Date of event requiring this shell company report:
Commission
file number:
(Exact name of Registrant as Specified in its Charter)
(Jurisdiction of Incorporation or Organization)
(Address of Principal Executive Offices)
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Ordinary shares, par value US$0.000005 per share
The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2023 was: ordinary shares, par value $ per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes
☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Emerging
growth company |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☒ | ☐ | International
Financial Reporting Standards as issued by the International Accounting Standards Board |
☐ | Other |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s of assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report.
Yes
☐ No
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:
Yes ☐ No ☐
EXPLANATORY NOTE
On March 31, 2025, the Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form F-1 (Commission File No. 333-282016) (“Form F-1 Registration Statement”) of Fitness Champs Holdings Limited, a limited liability company organized under the law of Cayman Islands.
Rule 15d-2 (“Rule 15d-2”) under the Securities Exchange Act of 1934, as amended, provides generally that if a company’s registration statement under the Securities Act of 1933, as amended, does not contain certified financial statements for the company’s last full fiscal year preceding the year in which the registration statement becomes effective then the company must, within the later of 90 days after the effective date of the registration statement or four months following the end of the registrant’s latest full fiscal year, file a special financial report furnishing certified financial statements for the last full fiscal year, meeting the requirements of the form appropriate for annual reports of that company. Rule 15d-2 further provides that the special financial report is to be filed under cover of the facing sheet of the form appropriate for annual reports of the company.
The Form F-1 Registration Statement did not contain the certified financial statements of Fitness Champs Holdings Limited for the last fiscal year ended December 31, 2024; therefore, as required by Rule 15d-2, Fitness Champs Holdings Limited is hereby filing the certified financial statements of Fitness Champs Holdings Limited with the SEC under cover of the facing page of an annual report on Form 20-F.
TABLE OF CONTENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Shareholders and Board of Directors of Fitness Champs Holdings Limited and its Subsidiaries
Opinion on the consolidated financial statements
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/
We have served as the Company’s auditor since 2023.
May 14, 2025
PCAOB ID# 6732
| F-2 |
Fitness Champs Holdings Limited
Consolidated Balance Sheets
(Amount in thousands, except for share and per share data, or otherwise noted)
| Note | 2023 | 2024 | 2024 | |||||||||||
| As of December 31, | ||||||||||||||
| Note | 2023 | 2024 | 2024 | |||||||||||
| S$’000 | S$’000 | US$’000 Note 2(d) | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Accounts receivable | 4 | |||||||||||||
| Deposits, prepayments and other receivables | 5 | |||||||||||||
| Total current assets | ||||||||||||||
| Non-current assets: | ||||||||||||||
| Property and equipment, net | 6 | |||||||||||||
| Intangible assets | 7 | |||||||||||||
| Right-of-use asset | 8 | |||||||||||||
| Total non-current assets | ||||||||||||||
| TOTAL ASSETS | ||||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable and accrued liabilities | 9 | |||||||||||||
| Bank borrowings | 10 | |||||||||||||
| Lease liabilities | 8 | |||||||||||||
| Amount due to director | 11 | |||||||||||||
| Income tax payable | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Non-current liabilities: | ||||||||||||||
| Bank borrowings | 10 | |||||||||||||
| Lease liabilities | 8 | |||||||||||||
| Total non-current liabilities | ||||||||||||||
| TOTAL LIABILITIES | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Shareholders’ equity: | ||||||||||||||
| Ordinary share, par value US$, shares authorized, share issued and outstanding | 12 | |||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Total shareholders’ equity | ||||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-3 |
Fitness Champs Holdings Limited
Consolidated Statements of Income and Comprehensive Income
(Amount in thousands, except for share and per share data, or otherwise noted)
| Note | 2022 | 2023 | 2024 | 2024 | ||||||||||||||
| Years ended December 31, | ||||||||||||||||||
| Note | 2022 | 2023 | 2024 | 2024 | ||||||||||||||
| S$’000 | S$’000 | S$’000 | US$’000 Note 2(d) | |||||||||||||||
| Revenues | 3,13 | |||||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross profit | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||
| Selling and distribution | ( | ) | ( | ) | ( | ) | ||||||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Profit from operations | ||||||||||||||||||
| Other income (expense): | ||||||||||||||||||
| Gain from disposal of plant and equipment | ||||||||||||||||||
| Interest income | ||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Government grants | ||||||||||||||||||
| Rental income | ||||||||||||||||||
| Total other income, net | ||||||||||||||||||
| Income before income tax | ||||||||||||||||||
| Income tax (expense) benefit | 14 | ( | ) | ( | ) | |||||||||||||
| NET INCOME | ||||||||||||||||||
| TOTAL COMPREHENSIVE INCOME | ||||||||||||||||||
| Earnings per ordinary share | ||||||||||||||||||
| Basic and diluted | ||||||||||||||||||
| Weighted average number of ordinary shares | ||||||||||||||||||
| Basic and diluted* | ||||||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements
| F-4 |
Fitness Champs Holdings Limited
Consolidated Statements of Changes in Shareholders’ Equity
(Amount in thousands, except for share and per share data, or otherwise noted)
| Note | No. of shares* | Amount | Additional Paid-in capital | Retained earnings | Total Shareholders’ equity | |||||||||||||||||
| Ordinary Shares | ||||||||||||||||||||||
| Note | No. of shares* | Amount | Additional Paid-in capital | Retained earnings | Total Shareholders’ equity | |||||||||||||||||
| S$’000 | S$’000 | S$’000 | S$’000 | |||||||||||||||||||
| Balance as of January 1, 2022 | ||||||||||||||||||||||
| Dividends | 15 | - | ( | ) | ( | ) | ||||||||||||||||
| Net income for the year | - | |||||||||||||||||||||
| Balance as of January 1, 2023 | ||||||||||||||||||||||
| Dividends | 15 | - | ( | ) | ( | ) | ||||||||||||||||
| Net income for the year | - | |||||||||||||||||||||
| Balance as of December 31, 2023 | ||||||||||||||||||||||
| Dividends | 15 | - | ( | ) | ( | ) | ||||||||||||||||
| Net profit for the year | - | |||||||||||||||||||||
| Balance as of December 31, 2024 | ||||||||||||||||||||||
| Ordinary Shares | ||||||||||||||||||||||
| Note | No. of shares* | Amount | Additional Paid-in capital | Retained earnings | Total Shareholders’ equity | |||||||||||||||||
US$’000 Note 2(d) | US$’000 Note 2(d) | US$’000 Note 2(d) | US$’000 Note 2(d) | |||||||||||||||||||
| Balance as of January 1, 2024 | ||||||||||||||||||||||
| Balance | ||||||||||||||||||||||
| Share issued during the year | ||||||||||||||||||||||
| Dividends | 15 | - | ( | ) | ( | ) | ||||||||||||||||
| Net profit for the year | - | |||||||||||||||||||||
| Net income & profit for the year | - | |||||||||||||||||||||
| Balance as of December 31, 2024 | ||||||||||||||||||||||
| Balance | ||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements
| F-5 |
Fitness Champs Holdings Limited
Consolidated Statements of Cash Flows
S$’000 | S$’000 | S$’000 | US$’000 Note 2(d) | |||||||||||||
| Years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
S$’000 | S$’000 | S$’000 | US$’000 Note 2(d) | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net income | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Interest on lease liability | ||||||||||||||||
| Interest income | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain on disposal of property and equipment | ( | ) | ||||||||||||||
| Change in working capital: | ||||||||||||||||
| Accounts receivable | ( | ) | ||||||||||||||
| Deposits, prepayments and other receivables | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||
| Income tax payable | ( | ) | ( | ) | ||||||||||||
| Net cash provided by operating activities | ||||||||||||||||
| Cash flows from investing activities: | ||||||||||||||||
| Proceeds from disposal of property and equipment | ||||||||||||||||
| Interest income | ||||||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Purchase of intangible asset | ( | ) | ( | ) | ||||||||||||
| Net cash provided by (used in) investing activities | ( | ) | ( | ) | ( | ) | ||||||||||
| Cash flows from financing activities: | ||||||||||||||||
| Proceeds of bank borrowings | ||||||||||||||||
| Dividends paid | ( | ) | ( | ) | ||||||||||||
| Amount due from (to) director | ( | ) | ( | ) | ||||||||||||
| Payment of transaction cost in connection to the issuance of shares | ( | ) | ( | ) | ||||||||||||
| Repayment of bank borrowings | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest paid | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Principal payment of lease liabilities | ( | ) | ( | ) | ||||||||||||
| Payment of interest on lease liabilities | ( | ) | ( | ) | ||||||||||||
| Net cash used in financing activities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||||||||||
| BEGINNING OF YEAR | ||||||||||||||||
| END OF YEAR | ||||||||||||||||
| Supplemental Cash Flow Information: | ||||||||||||||||
| Cash paid for income tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Cash paid for interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Supplemental Disclosure of Non-Cash Financing Activities: | ||||||||||||||||
| Payment of dividends | ( | ) | ( | ) | ||||||||||||
| Repayment of amount due from director | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
FITNESS CHAMPS HOLDINGS LIMITED
Notes to Consolidated Financial Statements
NOTE 1 - BUSINESS OVERVIEW AND BASIS OF PRESENTATION
Fitness Champs Holdings Limited (“Fitness Champs” or the “Company”) was incorporated on February 15, 2024 in the Cayman Islands, as an investment holding company. Fitness Champs conducts its primary operations through its indirect wholly owned subsidiaries that are incorporated and domiciled in Singapore, namely: (1) Fitness Champs Pte. Ltd. (“Fitness Champs”); and (2) Fitness Champs Aquatics Pte. Ltd. (“Fitness Aquatics” and collectively with the Company, the “Group”). The Company’s wholly owned subsidiary, Northen Star Limited, holds the entire shareholding interests of Fitness Champs and Fitness Aquatics.
The subsidiaries are a leading sports education provider in Singapore specializing in the provision of swimming programs to students for both the private sector and public schools in Singapore.
Reorganization
A summary of the formation of the group structure is as follows:
Fitness Champs Pte Ltd
Fitness Champs Pte Ltd (“Fitness Champs”) was incorporated in Singapore on December 5, 2012. Fitness Champs is our indirect wholly-owned subsidiary and has an issued share capital of shares, all of which are held by Northen Star Limited (“Northen Star”), our direct wholly-owned subsidiary following an internal group reorganization on June 19, 2024, whereby Ms. Lee transferred her entire shareholding interests in Fitness Champs of shares to Northen Star. Fitness Champs carries on the business of sports education in the form of swimming lessons provided through government related contracts through Singapore’s national SwimSafer program.
Fitness Champs Aquatics Pte Ltd
Fitness Champs Aquatics Pte Ltd (“Fitness Aquatics”) was incorporated in Singapore on July 15, 2015. Fitness Aquatics is our indirect wholly-owned subsidiary and has an issued share capital of shares, all of which is held by Northen Star, our direct wholly-owned subsidiary following an internal reorganization on June 19, 2024, whereby Ms. Lee transferred her entire shareholding interests in Fitness Aquatics of shares to Northen Star. Fitness Aquatics provides sports education in the form of private swimming lessons.
Northen Star
On December 12, 2023, Northen Star was incorporated in the British Virgin Islands with limited liability. Northen Star is authorized to issue a maximum of shares of a single class each with a par value of US$ each and the initial shares were held by Ms. Lee.
| F-7 |
Fitness Champs Holdings Limited
Fitness Champs Holdings Limited was incorporated in the Cayman Islands on February 15, 2024 under the Companies Act as an exempted company with limited liability. The authorized share capital was US$ divided into Ordinary shares, par value US$ each at the time of incorporation. The initial one share was transferred to Ms. Lee on the same date for cash at par.
Restructuring
On
June 19, 2024, the initial one share of the Company was transferred by Ms. Lee to Big Treasure Investments Limited (“Big Treasure”)
and each of Big Treasure, Biostar Developments Limited (“Biostar”), Easy Builder Limited (“Easy Builder”), Creative
Path Holdings Limited (“Creative Path”), True Height Limited (“True Height”) and Fuji Investment Limited (“Fuji”)
subscribed for ; ; ; ; ; and shares respectively for cash at par resulting in Big Treasure, Biostar,
Easy Builder, Creative Path, True Height, and Fuji holding approximately
On the same day, and contemporaneous with the above transaction, Ms. Lee transferred her entire shareholding interests in Northen Star, being the shares of Northen Star to Fitness Holdings and Fuji transferred its entire shareholding interest in Northen Star (being shares of Northen Star) to Fitness Holdings. The consideration is settled by Fitness Holdings allotting and issuing one share to Big Treasure (as Ms. Lee’s nominee) and one share to Fuji, credited as fully paid. Following such issue, Fitness Holdings issued share capital would be shares held as ; , ; ; ; and ; by Big Treasure, Biostar, Easy Builder, Creative Path, True Height and Fuji, respectively.
The Restructuring is considered as a merger of entities under common control. Under the guidance in ASC 805, for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Restructuring, which requires retrospective combination of the Company, Northen Star, Fitness Champs and Fitness Aquatics for all periods presented. The consolidated financial statements have been prepared as if the existing corporate structure had been in existence throughout all periods. This includes a retrospective presentation for all equity related disclosures, including issued shares and earnings per share, which have been revised to reflect the effects of the reorganization as of December 31, 2022 and 2023.
After the Restructuring, the Company wholly owns Northen Star, which is domiciled in the British Virgin Islands. Northen Star in turn wholly owns Fitness Champs and Fitness Aquatics, which are all incorporated and domiciled in Singapore. The Company is headquartered in Singapore and conducts its operations domestically.
Details of the subsidiaries of the Company are set out below:
SCHEDULE OF SUBSIDIARIES OF COMPANY
| Name | Date of incorporation | Background | Effective ownership | |||||
| Northen Star Limited | % | |||||||
| Fitness Champs Pte Ltd | % | |||||||
| Fitness Champs Aquatics Pte Ltd | % | |||||||
| F-8 |
The accompanying consolidated financial statements are presented assuming that the Company was in existence at the beginning of the first period presented.
Going concern
As of December 31, 2024, the Company’s negative operating cash flow and net current liability position raise substantial doubt about the Company’s ability to continue as a going concern. In assessing the going concern, management and the Board has considered the following:
1. Ongoing support from the director, demonstrated by the substantial related-party financing.
2. Potential equity financing or capital infusion as indicated by the historical increase in paid-in capital.
3. Cost management and lean operations.
4. Revenue improvement initiatives not reflected in balance sheet alone.
If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business. These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.
| (a) | Basis of Presentation |
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”).
| (b) | Use of Estimates and Assumptions |
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the years presented. Significant accounting estimates in the period include the allowance for doubtful accounts on accounts and other receivables, useful lives for property, plant and equipment and assumptions used in assessing right-of-use assets and impairment of long-lived assets.
Actual results could differ from these estimates.
| (c) | Basis of Consolidation |
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
On consolidation the entities should be combined for all periods that the relationship of common control started and the transaction would be treated as a capital transaction with any gain or loss on acquisition adjusted through equity. The consolidated entity would not recognize any goodwill and/or gain/losses from the acquisition and results of operations would be presented for all periods under common control.
| F-9 |
The consolidated financial statements of the Company were prepared by applying the pooling of interest method. Accordingly, the results of the Company include the results of the subsidiaries for the years ended December 31, 2023 and 2024. Such manner of presentation reflects the economic substance of the companies, which were under common control throughout the relevant period, as a single economic enterprise, although the legal parent-subsidiary relationships were not established.
| (d) | Foreign Currency Translation and Transaction |
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.
The accompanying consolidated financial statements are presented in the Singapore Dollar (“S$”), which is the reporting currency of the Company. In addition, the Company and subsidiaries are operating in Singapore, maintain their books and record in their local currency, Singapore Dollars, which is a functional currency as being the primary currency of the economic environment in which their operations are conducted.
Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
Translations
of the consolidated balance sheets, consolidated statements of operations and comprehensive income and consolidated statements of cash
flows from S$ into US$ as of and for the year ended December 31, 2024 are solely for the convenience of the reader and were calculated
at the rate of US$
| (e) | Cash and Cash Equivalents |
Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Singapore.
| (f) | Accounts Receivable |
Accounts receivables include trade accounts due from customers in the sale of products and services.
Accounts receivables are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and provides allowance when necessary.
| F-10 |
The Company makes estimates of expected credit losses for the allowance for doubtful accounts based upon its assessment of various factors, including (i) historical experience, (ii) the age of the accounts receivable balances, (iii) credit quality of its customers, (iv) current economic conditions, (v) reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. Expected credit losses are estimated on a pool basis when similar risk characteristics exist using an age-based reserve model. Receivables that do not share risk characteristics are evaluated on an individual basis. Estimates of expected credit losses on trade receivables are recorded at inception and adjusted over the contractual life.
The Company did not recognize any allowance for doubtful accounts and credit losses at December 31, 2022, 2023 and 2024.
The Company does not hold any collateral or other credit enhancements over its accounts receivable balances.
| (g) | Property and Equipment, net |
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES
| Expected useful life | ||
| Computer & software | ||
| Fixtures and fittings | ||
| Leasehold industrial property | ||
| Renovations |
Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
| (h) | Intangible Assets |
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits. Software, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.
Intangible assets with finite useful lives are amortized over the estimated economic lives of the intangible assets as follows:
SCHEDULE OF FINITE USEFUL LIVES ARE AMORTIZED INTANGIBLE ASSETS
| Expected useful life | ||
| Software |
| (i) | Impairment of Long-Lived Assets |
In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment, right of use and intangible assets owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.
| F-11 |
| (j) | Revenue Recognition |
The Company receives a certain portion of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
ASC 606-10 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes revenue on a gross basis to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
| Step 1: | Identify the contract(s) with a customer. | |
| Step 2: | Identify the performance obligations in the contract. | |
| Step 3: | Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. | |
| Step 4: | Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract. | |
| Step 5: | Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer). |
The Company currently generates its revenue from the following main sources:
Revenue from goods sold and services provided
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of promised goods or services to the customer. The amount of revenue recognized is the amount of the transaction price allocated to the satisfied performance obligation. The amount of revenue presented is the amount net of goods and service taxes and discounts and referral rebates.
(i) School-based Swimming Lessons
Revenue from school-based swimming lessons is recognized over time when the Group satisfies its performance obligation by conducting swimming classes to the student.
(ii) Private swimming lessons and aquatic sports
Revenue from private swimming lessons and aquatics sports is recognized over time when the Group satisfies its performance obligation by conducting swimming classes to the student.
| F-12 |
(iii) Sales of merchandise
Revenue from sales of merchandise is recognized at a point in time when the Group satisfies its performance obligation by transferring the control of a promised merchandise to the customer.
| (k) | Government Grants |
A
government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions
attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but the conditions
attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued
expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent on the management’s
expectation of when the conditions attached to the grant can be fulfilled. For the years ended December 31, 2023, and 2024, the Company
received government subsidies of approximately S$
| (l) | Selling and Distribution |
Selling and distribution expenses include the costs of advertising, promotions and entertainment expenses.
| (m) | Comprehensive Income |
ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
| (n) | Income Taxes |
Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”).
Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
| F-13 |
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
For the years ended December 31, 2022, 2023 and 2024, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2023 and 2024, the Company did not have any significant unrecognized uncertain tax positions.
The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
| (o) | Leases |
Effective from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right-of-use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.
The accounting update also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.
| (p) | Retirement Plan Costs |
Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. The Company is required to make contributions to their employees under a government-mandated multi-employer defined contribution pension scheme for its eligible full-time employees in Singapore. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the years ended December 31, 2022, 2023 and 2024, contributions of approximately S$, S$ and S$ for each respective year were made accordingly.
| F-14 |
| (q) | Segment Reporting |
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major clients in financial statements for detailing the Company’s business segments. Based on the criteria established by ASC 280, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. As a whole and hence, the Company has only two reportable segments. As the Company’s long-lived assets are substantially located in Singapore, no geographical segments are presented.
| (r) | Related Parties |
The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
| (s) | Commitments and Contingencies |
In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.
| (t) | Earnings per share |
Basic earnings per share is computed by dividing net earnings attributable to ordinary shareholders by weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if outstanding stock options, warrants and convertible debts were exercised or converted into ordinary shares. When the Company has a loss, diluted shares are not included as their effect would be anti-dilutive. The Company has dilutive securities or debts for each of the years ended December 31, 2022, 2023 and 2024.
| F-15 |
| (u) | Concentration of credit risk |
Financial
instruments consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are maintained with high credit quality
institutions, the composition and maturities of which are regularly monitored by management. As of December 31, 2023 and 2024, bank and
cash balances of approximately S$
For accounts receivable, the Company determines, on a continuing basis, the allowance for doubtful accounts based on the estimated realizable value. The Company identifies credit risk on a customer-by-customer basis. The information is monitored regularly by management. Concentration of credit risk arises when a group of customers having similar characteristics such that their ability to meet their obligations is expected to be affected similarly by changes in economic conditions.
| (v) | Interest rate risk |
The
Company’s interest-rate risk arises from bank borrowings. The Company manages interest rate risk by varying the issuance and maturity
dates of variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest
rates. As of December 31, 2023 and 2024, the borrowing interest rates were at the range of
| (w) | Liquidity risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
| (x) | Fair value measurement |
The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurement and Disclosure (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; |
| F-16 |
| ● | Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and
| |
| ● | Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. |
The carrying value of our financial instruments: cash and cash equivalents, accounts receivable, amount due from director, accounts payable and accrued liabilities are approximated at their fair values because of the short-term nature of these financial instruments.
Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Recently Issued Accounting Pronouncements
In June 2022, the FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The update clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The update also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update also requires certain additional disclosures for equity securities subject to contractual sale restrictions. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. As an emerging growth company, the standard is effective for the Company for the year ended December 31, 2025. The Company is in the process of evaluating the impact of the new guidance on its consolidated financial statements.
In March 2023, the FASB issued ASU 2023-03, which amends various SEC paragraphs in the Accounting Standards Codification. This includes amendments to Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718). The amendments are in response to SEC Staff Accounting Bulletin No. 120 and other SEC staff announcements and guidance. This ASU does not introduce new guidance and therefore does not have a specified transition or effective date. However, for smaller reporting companies, the ASU is effective for fiscal years beginning after December 15, 2023. The adoption of this ASU did not have any material impact on the Company’s consolidated financial statements and disclosure.
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The adoption of this ASU did not have any material impact on the Company’s consolidated financial statements and disclosure.
| F-17 |
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). Th ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2025. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. Once adopted, this ASU will result in additional disclosures.
In March 2024, the FASB issued ASU 2024-01, “Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”), which intends to improve clarity and operability without changing the existing guidance. ASU 2024-01 provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. Entities can apply the guidance either retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or modified on or after the date of adoption. ASU 2024-01 is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of adopting this guidance on its financial statements.
In March 2024, the FASB issued ASU 2024-02, “Codification Improvements – Amendments to Remove References to the Concept Statements” (“ASU 2024-02”). ASU 2024-02 contains amendments to the FASB Accounting Standards Codification that remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on Financial Statements.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and cash flows.
The adoption of these effective standards is not expected to result in any material impact.
NOTE 3 - DISAGGREGATION OF REVENUE
SCHEDULE OF DISAGGREGATION OF REVENUE
| 2023 | 2024 | |||||||||||
| For the years ended December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||
| Government sector | ||||||||||||
| Private sector | ||||||||||||
| Disaggregation of revenue total | ||||||||||||
In the following table, revenue is disaggregated by the timing of revenue recognition.
SCHEDULE OF REVENUE RECOGNITION DISAGGREGATED BY TIMING
| 2023 | 2024 | |||||||||||
| For the years ended December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||
| Revenue recognition at a single point in time: | ||||||||||||
| Sales of merchandise | ||||||||||||
| Revenue recognition over time: | ||||||||||||
| Swim fees | ||||||||||||
| Revenue recognition disaggregated by timing total | ||||||||||||
| F-18 |
NOTE 4 - ACCOUNTS RECEIVABLE
As
of December 31, 2023 and 2024, the Company’s accounts receivable amounted to S$
For
the years ended December 31, 2022, 2023 and 2024, the Company has
The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and an allowance for doubtful accounts, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable is written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
NOTE 5 - DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES
SCHEDULE OF DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES
| 2023 | 2024 | |||||||
| Years ended December 31, | ||||||||
| 2023 | 2024 | |||||||
| S$’000 | S$’000 | |||||||
| Deposits | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Deposits, prepayments and other receivables total | ||||||||
Prepayments are costs incurred directly related to the proposed Public Offering and will be charged against the proceeds received upon completion of the offering, should the offering be unsuccessful, these deferred costs will be charged to the statement of operations.
NOTE 6 - PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT, NET
| 2023 | 2024 | |||||||
| Years ended December 31, | ||||||||
| 2023 | 2024 | |||||||
| S$’000 | S$’000 | |||||||
| At cost: | ||||||||
| Computer and software | ||||||||
| Furniture and fittings | ||||||||
| Leasehold industrial property | ||||||||
| Renovations | ||||||||
| Property and equipment, gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | ||||||||
| F-19 |
Leasehold Industrial Property under Operating Lease
The Company owns a leasehold industrial property which is classified under property and equipment, as it is not held for sale or for
investment purposes. Although the property is currently leased to third parties under operating lease arrangements, its classification
as property and equipment is appropriate under U.S. GAAP because the property is not held for capital appreciation or investment income,
and rental activities are not part of the Company’s principal operations. The carrying value of the leased industrial property
as of December 31, 2024 is $
Rental
income recognized for the years ended December 31, 2022, 2023 and 2024 were S$
Depreciation
expenses for the years ended December 31, 2022, 2023 and 2024 were S$
NOTE 7 – INTANGIBLE ASSETS
Intangible assets consisted of the following:
SCHEDULE OF INTANGIBLE ASSETS
| 2023 | 2024 | |||||||
| Years ended December 31, | ||||||||
| 2023 | 2024 | |||||||
| S$’000 | S$’000 | |||||||
| At cost: | ||||||||
| Purchase software | ||||||||
| Less : Amortization of software | ( | ) | ||||||
| Total | ||||||||
Amortization
expense for the years ended December 31, 2022, 2023 and 2024 were S$ , S$ and S$
NOTE 8 - RIGHT-OF-USE ASSET AND OPERATING LEASE LIABILITIES
Operating lease
On
December 8, 2023, the Company entered into a new lease agreement for a lease term of two years for an office in Singapore. The Company
is committed to pay a total rental fee of approximately S$
Operating
leases are included in the right-of-use assets, other current liabilities and long-term lease liabilities on the Consolidated Balance
Sheets. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values
of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the Company’s
incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value
of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term. The Company has S$
The
Company used a weighted average incremental borrowing rate of
As
of December 31, 2023, right-of-use assets were S$
As
of December 31, 2024, right-of-use assets were S$
Information pertaining to lease amounts recognized in our consolidated financial statements is summarized as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
| 2023 | 2024 | |||||||
| Years ended December 31, | ||||||||
| 2023 | 2024 | |||||||
| Years Ended December 31, | S$’000 | S$’000 | ||||||
| 2024 | ||||||||
| 2025 | ||||||||
| Total operating lease payment | ||||||||
| Less: Imputed interest | ( | ) | ( | ) | ||||
| Present value of operating lease liabilities | ||||||||
| Operating lease liabilities – current | ||||||||
| Operating lease liabilities – non-current | ||||||||
| F-20 |
NOTE 9 - ACCOUNTS PAYABLES AND ACCRUED LIABILITIES
SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED LIABILITIES
| 2023 | 2024 | |||||||
| As of December 31, | ||||||||
| 2023 | 2024 | |||||||
| S$’000 | S$’000 | |||||||
| Accounts payable | ||||||||
| Other payables | ||||||||
| Accrued expenses | ||||||||
| Deposits received | ||||||||
| Deferred revenue | ||||||||
| Accounts payables and accrued liabilities | ||||||||
Deferred revenue is a contract liability that the Company is obligated to transfer services to customers for which the Company has received advance swimming fees from customers in the form of cash. The balance of “deferred revenue” represents unfulfilled performance obligations in the sales agreement, i.e. services that have not yet been rendered. Once the service has been rendered, the amount in “deferred revenue” account is shifted to a revenue account.
Deferred
revenue recognized as revenue during the respective years ended December 31, 2023 and 2024 was S$
NOTE 10 - BANK BORROWINGS
Bank borrowings consisted of the following:
SCHEDULE OF BANK BORROWINGS
| repayments | interest rate | 2023 | 2024 | |||||||||||
| Term of | Annual | As of December 31, | ||||||||||||
| repayments | interest rate | 2023 | 2024 | |||||||||||
| S$’000 | S$’000 | |||||||||||||
| Term loans (unsecured) | Within | % | ||||||||||||
| Property loan (secured) | Within | % | ||||||||||||
| Total: | ||||||||||||||
| Representing: - | ||||||||||||||
| Within 12 months | ||||||||||||||
| Between 2 - 3 years | ||||||||||||||
| Over 3 - 5 years | ||||||||||||||
| Over 5 years | ||||||||||||||
| Long term debt | ||||||||||||||
Term
loan of S$
Mortgage
loan of S$
The Company’s bank borrowings currently are guaranteed by a personal guarantee from Joyce Lee Jue Hui, director and shareholder of the Company.
| F-21 |
NOTE 11 - AMOUNT DUE TO DIRECTOR
Amount due from director consisted of the following:
SCHEDULE OF AMOUNT DUE FROM DIRECTOR
| 2023 | 2024 | |||||||
| As of December 31, | ||||||||
| 2023 | 2024 | |||||||
| S$’000 | S$’000 | |||||||
| Amount due to director | ||||||||
The amount due to the director was fully offset by interim dividends paid by the company as of December 31, 2023.
Amount
due to the director had a balance of S$ and S$
The amounts are unsecured, interest-free and repayable on demand.
NOTE 12 - SHAREHOLDERS’ EQUITY
Ordinary Shares
The
Company was established under the laws of the Cayman Islands on February 15, 2024, with authorized shares of US$
The Company is authorized to issue one class of ordinary share.
Dividends
1. Fitness Champs Pte Ltd
On
December 31, 2023, the Company declared a dividend of S$ per share of common stock. The dividend is payable to its shareholders
of record as of December 31, 2023. The dividend amount of S$
On
May 3, 2024, the Company declared a dividend of S$ per share of common stock. The dividend is payable to its shareholders of record
as of April 30, 2024. The dividend amount of S$
2. Fitness Champs Aquatics Pte Ltd
On
December 31, 2023, the Company declared a dividend of S$per share of common stock. The dividend was payable to its shareholders
of record as of December 31, 2023. The dividend amount of S$
On
May 3, 2024, the Company declared a dividend of S$ per share of common stock. The dividend is payable to its shareholders of record
as of April 30, 2024. The dividend amount of S$
| F-22 |
The holders of the Company’s ordinary share are entitled to the following rights:
Voting Rights: Each share of the Company’s ordinary share entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Holders of the Company’s ordinary shares are not entitled to cumulative voting rights with respect to the election of directors.
Dividend Right: Subject to limitations under Cayman law and preferences that may apply to any shares of preferred stock that the Company may decide to issue in the future, holders of the Company’s ordinary share are entitled to receive ratably such dividends or other distributions, if any, as may be declared by the Board of the Company out of funds legally available thereof.
Liquidation Right: In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s ordinary share are entitled to share ratably in the assets available for distribution after the payment of all of the debts and other liabilities of the Company.
Other Matters: The holders of the Company’s ordinary share have no subscription, redemption or conversion privileges. The Company’s ordinary share does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s ordinary share are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s ordinary share are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.
NOTE 13 - REVENUES BY SEGMENT
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. Based on management’s assessment, the Company has determined that it has two operating segments as defined by ASC 280 as follow:
| 1. | Swim fees | |
| 2. | Sales of merchandise |
Information regarding the results of each reportable segment is included below. Performance is measured based on segment revenue and gross profit, as included in the internal management reports that are reviewed by the Company’s CODM. Both segment revenue and gross profit are used to measure performance as management believes that such information is the most relevant in evaluating the level of activities and results of these segments.
| F-23 |
The following tables present summary information by revenue streams for the years ended December 31, 2022, 2023 and 2024, respectively:
SCHEDULE OF INFORMATION BY REVENUE
| Swim fees | Sales of merchandise | Total | ||||||||||
| For the year ended December 31, 2022 | ||||||||||||
| Swim fees | Sales of merchandise | Total | ||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||
| Revenue | ||||||||||||
| Gross Profit | ||||||||||||
| Swim fees | Sales of merchandise | Total | ||||||||||
| For the year ended December 31, 2023 | ||||||||||||
| Swim fees | Sales of merchandise | Total | ||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||
| Revenue | ||||||||||||
| Gross Profit | ||||||||||||
| Swim fees | Sales of merchandise | Total | ||||||||||
| For the year ended December 31, 2024 | ||||||||||||
| Swim fees | Sales of merchandise | Total | ||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||
| Revenue | ||||||||||||
| Gross Profit | ||||||||||||
In accordance with ASC 280, Segment Reporting (“ASC 280”), we have only one reportable geographic segment. Sales are based on the countries in which the customer is located. For the years ended December 31, 2022, 2023 and 2024, all of our revenue was derived from customers located in Singapore.
No segmental analysis of segment assets is disclosed because there is no asset information provided to the CODM.
NOTE 14 - INCOME TAX EXPENSE
The provision for income taxes consisted of the following:
SCHEDULE OF INCOME TAX EXPENSE
| 2022 | 2023 | 2024 | ||||||||||
| For the years ended December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||
| Current year income tax expense | ||||||||||||
| Over-provision in prior year | ( | ) | ||||||||||
| Income tax expense | ( | ) | ||||||||||
| F-24 |
The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. Our Company’s subsidiaries mainly operate in Singapore that are subject to taxes in the jurisdictions in which they operate, as follows:
Cayman Islands
Fitness Champs Holdings Limited is an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
BVI
Northen Star Limited is an exempted British Virgin Islands company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.
Singapore
Fitness
Champs Aquatics Pte Ltd and Fitness Champs Pte Ltd are operating in Singapore and are subject to the Singapore tax law at the
corporate tax rate at
As
of December 31, 2024, the operation in Singapore incurred S$
The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the years ended December 31, 2022, 2023 and 2024 are as follows:
SCHEDULE OF RECONCILIATION OF INCOME TAX RATE
| 2022 | 2023 | 2024 | ||||||||||
| For the years ended December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||
| Income before income taxes | ||||||||||||
| Statutory income tax rate | % | % | % | |||||||||
| Income tax expense at statutory rate | ||||||||||||
| Tax effect on non-deductible expenses | ||||||||||||
| Tax effect on non-taxable income | ( | ) | ( | ) | ||||||||
| Corporate tax exemption | ( | ) | ( | ) | ( | ) | ||||||
| Deferred tax assets not recognized | ||||||||||||
| Effect of lower tax rates in foreign jurisdictions | ||||||||||||
| Over adjustment to tax in respect of prior year | ( | ) | ||||||||||
| Corporate tax rebate | ( | ) | ( | ) | ||||||||
| Utilization of prior year tax losses | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ||||||||||
Uncertain tax positions
The Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2023 and 2024, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the financial years ended December 31, 2022, 2023 and 2024 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2024.
| F-25 |
NOTE 15 - RELATED PARTY TRANSACTIONS
In the ordinary course of business, during the financial year ended December 31, 2022, 2023 and 2024, the Company was involved in certain transactions, either at cost or current market prices, and on the normal commercial terms with related parties, mainly the collection of fees on behalf of the related entities.
SCHEDULE OF RELATED PARTY TRANSACTIONS
| Nature of transactions | 2022 | 2023 | 2024 | |||||||||
| For the years ended December 31, | ||||||||||||
| Nature of transactions | 2022 | 2023 | 2024 | |||||||||
| S$’000 | S$’000 | S$’000 | ||||||||||
| Director/Shareholder | ||||||||||||
| - Reimbursement fund for expenses paid on behalf of the Company* | ||||||||||||
| - Coach fee and salary paid on behalf by Joyce Lee Jue Hui* | ( | ) | ( | ) | ||||||||
| - Other expenses paid on behalf by Joyce Lee Jue Hui | ( | ) | ( | ) | ( | ) | ||||||
| - Dividend payout to Joyce Lee Jue Hui | ( | ) | ( | ) | ||||||||
| - Loan advance to the Company | ( | ) | ||||||||||
| - Repayment of loan | ||||||||||||
| * |
The
Company has an outstanding amount due to the director amounting to S$ and
S$
These related parties are controlled by the common shareholders of the Company.
Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented.
NOTE 16 - CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
| (a) | Major customers |
The Company does not have any significant concentrations of risk related to major customers. Given the dynamic nature of the business, the number of customers fluctuates frequently. Moreover, the individual impact of each customer on the business is minimal. Therefore, we do not anticipate this fluctuation in customer numbers to pose a significant risk to the business.
| (b) | Major vendors |
Due to the nature of the business, we engage in a network of coaches to operate and run our swimming classes. This causes the impact of each coach to be minimal and we do not foresee extreme disruption in the business if some coaches decide to leave the business.
| F-26 |
| (c) | Credit risk |
The Company has adopted a policy of only dealing with creditworthy counterparties. The Company performs ongoing credit evaluation of its counterparties’ financial condition and generally does not require collateral. The Company also considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
The Company has determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 90 days, default of interest due for more than 365 days or there is significant difficulty of the counterparty.
To minimize credit risk, the Company has developed and maintained its credit risk grading to categorize exposures according to their degree of risk of default. The credit rating information is supplied by publicly available financial information and the Company’s own trading records to rate its major customers and other debtors. The Company considers available reasonable and supportive forward-looking information which includes the following indicators:
| ● | Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtor’s ability to meet its obligations | |
| ● | Internal credit rating | |
| ● | External credit rating and when necessary |
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual payment.
As
of December 31, 2023, there was S$
As
of December 31, 2024, there were
| (c) | Interest rate risk |
As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.
The
Company’s interest-rate risk arises from bank borrowings. The Company manages interest rate risk by varying the issuance and maturity
dates of variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest
rates. As of December 31, 2023 and 2024, the borrowings were at the range of
| F-27 |
| (d) | Exchange rate risk |
The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on the exchange rate of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
| (e) | Liquidity risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
NOTE 17 - COMMITMENTS AND CONTINGENCIES
Litigation — From time to time, the Company may be involved in various legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.
As of December 31, 2023 and 2024, the Company has no material commitments or contingencies.
NOTE 18 - SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2024, up through the date the Company issued the consolidated financial statements.
The following disclosure presents subsequent events occurring after the reporting period ended December 31, 2024:
| 1. | Shareholder’s Loan | |
| The
shareholder loans as of January 3, 2024 pertain to interest-free loans entered into with Ms. Lee in order to fund the cost of this
offering. The original loan amount was for up to S$ |
| F-28 |
EXHIBIT INDEX
| 12.1 | Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. | |
| 12.2 | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended. | |
| 13.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Fitness Champs Holdings Limited | ||
| By: | /s/ Joyce Lee Jue Hui | |
| Name: | Joyce Lee Jue Hui | |
| Title: | Chief Executive Officer | |
| By: | /s/ Teoh Siew Thim | |
| Name: | Teoh Siew Thim | |
| Title: | Chief Financial Officer | |
| Dated: | May 14, 2025 | |
Exhibit 12.1
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joyce Lee Jue Hui, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Fitness Champs Holdings Limited (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by t report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: May 14, 2025
| By: | /s/ Joyce Lee Jue Hui | |
| Name: | Joyce Lee Jue Hui | |
| Title: | Chief Executive Officer |
Exhibit 12.2
CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Teoh Siew Thiam, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Fitness Champs Holdings Limited (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: May 14, 2025
| By: | /s/ Teoh Siew Thim | |
| Name: | Teoh Siew Thim | |
| Title: | Chief Financial Officer |
Exhibit 13.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the special report of Fitness Champs Holdings Limited on Form 20-F as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the United States Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Joyce Lee Jue Hui, Chief Executive Officer, and Teoh Siew Thiam, Chief Financial Officer of Fitness Champs Holdings Limited, each certifies that, to the best of her knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Fitness Champs Holdings Limited |
Date: May 14, 2025
| By: | /s/ Joyce Lee Jue Hui | |
| Name: | Joyce Lee Jue Hui | |
| Title: | Chief Executive Officer |
| By: | /s/ Teoh Siew Thim | |
| Name: | Teoh Siew Thim | |
| Title: | Chief Financial Officer |