V2Y Corporation Faces Major Strategic Shift: Exits F&B, Awaits New Auditor as Shareholders Approve All Resolutions

Key Points from the 2025 Annual General Meeting

• V2Y exits Food & Beverage (F&B) business after poor performance, refocuses on Insurtech.
• All AGM resolutions passed, including re-election of key directors and authorizations for share issuance.
• Auditor BDO LLP retires; no new auditor appointed yet, but company says appointment will occur within 3 months.
• Recent financial strengthening: placement exercise completed and shareholder loan secured.
• Auditors issued a disclaimer of opinion on FY2024 accounts due to uncertainty over the Group’s going concern status.
• Directors’ fees for FY2025 reduced to S\$160,000, payable only to existing independent directors.
• No share options or PSP shares granted to directors or employees at this time.

In-Depth AGM Report: Strategic Retrenchment, Governance Moves, and Cautious Optimism

1. Major Strategic Retrenchment: Exiting F&B, Refocusing on Insurtech

V2Y Corporation Ltd. held its Annual General Meeting on July 11, 2025, with shareholders receiving a candid update: the company has exited its foray into the F&B sector after disappointing performance and mounting losses. The company’s management cited tough competition and manpower shortages as reasons for the F&B segment’s underperformance. V2Y has since sold its fruit and vegetable wholesale business to its joint venture partner, effectively closing the chapter on F&B and reaffirming its focus on its core Insurtech operations.

2. Shareholder Approval for All Resolutions

All resolutions tabled at the AGM were passed with overwhelming support. These included:

• Adoption of FY2024 audited financial statements, despite the auditor’s disclaimer of opinion due to going concern risks.
• Approval of S\$160,000 in directors’ fees for FY2025 (down from S\$174,157.53 in FY2024), only for current independent directors.
• Re-election of Mr Ang Wei Yang Felix, Mr Yip Mun Foong, Mr Geng Guilin, and Mr Guo Zhipeng to the Board.
• Authorizations allowing directors to issue shares under Section 161 of the Companies Act and the V2Y Employee Share Option Scheme (ESOS) and Performance Share Plan (PSP), with a cap of 15% of issued shares for both schemes combined.

Notably, despite shareholder approval, the company confirmed it has not granted any share options or PSP shares to directors or employees at this point and has no immediate plans to do so.

3. Auditor BDO LLP Retires Amid Going Concern Uncertainty

The AGM also marked the retirement of BDO LLP as the company’s external auditor. BDO did not seek reappointment and issued a disclaimer of opinion on the FY2024 financial statements, highlighting that V2Y’s continued operation is dependent on management’s 18-month cash flow forecast. BDO stated it was unable to obtain sufficient audit evidence to support management’s going concern assumptions, a stark warning for shareholders about ongoing financial uncertainty.

The Board assured shareholders that a new auditor will be identified and appointed within three months, as required by Singapore law, and that an Extraordinary General Meeting (EGM) will be convened to seek shareholder approval for the appointment.

4. Financial Position and Funding Update

In response to questions about funding future business ventures, the Chairman disclosed that V2Y has recently strengthened its balance sheet through a share placement exercise and a shareholder loan. The Board remains confident in the company’s ability to continue as a going concern for the next 12 months, based on internal cash flow forecasts.

The Board also assured shareholders that any future diversification of business would be subject to proper due diligence, professional consultation, and approval at an EGM.

5. Important Shareholder Information and Potential Price Sensitive Events

• Strategic refocus and disposal of loss-making F&B assets may improve future profitability.
• Uncertainty remains due to auditor’s disclaimer of opinion and lack of auditor appointment at time of AGM—shareholders should monitor developments closely.
• Potential for new business ventures and further share issuances, subject to shareholder approval and market conditions.
• Directors’ remuneration reduced, reflecting cost discipline amid challenging times.

Conclusion

V2Y Corporation is at a crossroads, having decisively exited its loss-making F&B venture to concentrate on Insurtech. While the Board projects cautious optimism and has taken steps to shore up the balance sheet, the departure of the auditor with a disclaimer of opinion and the lack of a successor underscore lingering risks. Shareholders should watch closely for updates on the auditor appointment, future business directions, and any new share issuances or capital-raising activities. These developments could significantly impact the company’s valuation and future prospects.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with a qualified financial adviser before making investment decisions. The author and publisher accept no liability for any losses or damages arising from reliance on this information.

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