{"url_path":"/sec/fchl/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 Financial Information**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2023796/0001493152-26-023516-index.html","accession_number":"0001493152-26-023516","cik":"0002023796","ticker":"FCHL","issuer_name":"Fitness Champs Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2023796/0001493152-26-023516-index.html","primary_entity_key":"0002023796","primary_entity_name":"Fitness Champs Holdings Ltd"},"word_count":698,"has_tables":true,"body_markdown":"**Item\n8. Financial Information**\n\n \n\n**A.\nConsolidated Statements and Other Financial Information**\n\n \n\nPlease\nrefer to “Item 18. Financial Statements.”\n\n \n\n**Legal\nProceedings**\n\n \n\nOn or about April 2026, a securities\nclass action lawsuit was filed against the Company and certain of its officers and other parties in the United States District Court\nfor the Southern District of New York (captioned *Lim Yen Nee v. Fitness Champs Holdings Ltd., et al.*, Case No. 1:26-cv-03182)\nalleging securities fraud under the Securities Exchange Act of 1934. The action was brought on behalf of persons and entities that\npurchased or otherwise acquired FCHL securities between September 3, 2025 and September 23, 2025 (the “Class Period”).\nNamed defendants include the Company, past and present executives as well as the underwriter on the Company’s initial public\noffering and its auditors. The complaint alleges that defendants made materially false and/or misleading statements and failed to\ndisclose material adverse facts about the Company’s business, operations, and the true nature of trading activity in its\nsecurities. The Company intends to defend vigorously against these allegations. The ultimate outcome of this litigation and\nits financial impact on the Company cannot be determined at this time.\n\n \n\n54\n\n \n\n \n\n**DIVIDENDS\nAND DIVIDEND POLICY**\n\n \n\nDividends\namounting to S$1.236 million and S$0.3 million (US$227,000) were paid by the companies within our Group for the years ended December\n31, 2023 and 2024 respectively. These dividends were distributed to our sole shareholder as of December 31, 2023 and 2024 respectively\nand were set off against the amounts due from such shareholder prior to December 31, 2023. Such dividend payment should not be considered\nas a guarantee or indication that those companies within our Group will declare and pay dividends in such manner in the future or at\nall. At this time, we do not anticipate paying out dividends as we will be focusing on growing and investing in our business. To the\nextent dividends are declared/paid in the future, the change in the rate or amount would be dependent on the factors set out below.\n\n \n\nOn\nMay 3, 2024, a dividend of S$300,000 (US$227,000) was declared, which amount was paid on May 9, 2024, and there have been no other dividend\npayments since.\n\n \n\nWhen\nconsidering the distribution of a dividend in the future, our Board will take into account, among other things, the following factors\nwhen deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow\nsituation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend\npaid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions;\n(j) any restrictions on payment of dividends; and (k) any other factors that our Board may consider relevant. The payment of dividends,\nin certain circumstances, may also be subject to the approval of our shareholders, the Companies Act and our Amended and Restated Memorandum\nand Articles of Association as well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio\nand we may not declare any dividends for the foreseeable future.\n\n \n\nUnder\nCayman Islands law, a Cayman Islands company may pay a dividend out of either profit, retained earnings, or share premium account, provided\nthat in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in\nthe ordinary course of business. If our Board decides to pay dividends, the form, frequency and amount will depend upon our future operations\nand earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board\nmay deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries\nto pay dividends on our Ordinary Shares.\n\n \n\nThere\nare no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation\nof our significant subsidiary that would affect the payment or remittance of dividends.\n\n \n\n**8.B.\nSignificant Changes**\n\n \n\nExcept\nas otherwise disclosed in this report, we have not experienced any significant changes since the date of our audited consolidated financial\nstatements included herein."}