Villar Land fined P12M for failure to submit financial statements on time

The Securities and Exchange Commission (SEC) has imposed a fine amounting to P12 million on Villar Land Holdings Corp. for its failure to comply with the mandatory deadline to submit audited financial statements amid an ongoing review of its reported over P1-trillion asset valuation.

In an order dated August 18, 2025, released to the media on Thursday, the SEC-Markets and Securities Regulation Department ordered Villar Land Holdings and its directors and officers, including its chairman Manuel Villar Jr. and his children, senators Mark Villar and Camille Villar, as well as Manuel Paolo Villar, named directors of the company, to pay a fine of P1 million each.

In total, the company and its officers and directors were ordered to pay a fine of P12 million instead of suspension of its registration statement and permit to offer and sell securities to the investing public.

The SEC also fined the company and its officers and directors P2,000 each for every day of delay from July 1, 2025, until its submission of its annual report and first quarter quarterly report.

The corporate regulator also denied Villar Land Holdings’ request to extend the deadline to file the mandatory financial reports until August 31, 2025.

In a statement on Thursday, Villar Land Holdings said it has received the order from the SEC regarding the administrative fine of P12 million for its violations.

“Villar Land and its directors and officers welcome the opportunity to explain their side on the issues raised and will respond to the SEC’s order in due course,” the company said.

The SEC’s order stemmed from its show cause letter sent to Villar Land Holdings asking the company to explain why its registration statement should not be suspended for failure to submit annual and quarterly reports on time, pursuant to the commission’s rules and the Securities Regulation Code.

In its response to the show cause letter, the company explained that it needed more time to complete the audit for the properties it acquired in 2024, which include the 366.34 hectares of land in the Villar City—a sprawling development south of Metro Manila—through the acquisition of Althorp Land Holdings Inc., Chalgrove Properties Inc., and Los Valores Corp. with a total fair value of P1.339 trillion.

With this, Villar Land Holdings told the SEC that its independent auditor, Punongbayan & Araullo, would be able to complete the audit of its 2024 annual financial statement and quarterly report by August 31, 2025.

The company cited an ongoing valuation dispute with Punongbayan & Araullo in relation to its acquisition of the three companies owning the 366.34-hectare land for Villar City development, in which the auditor required the company to procure new appraisal reports for the assets of the acquired firms.

In its statement, Villar Land Holdings clarified that ''the delay in the filing of the Annual Report and the Q12025 Quarterly Report of Villar Land is not due to the refusal of its external auditor to sign the 2024 Audited Financial Statements.''

“The delay was caused by the auditor’s varying requests for additional audit procedures in the course of their review of the valuation of the Villar City properties that were acquired by Villar Land in 2024,” it added.

The property giant said that while it firmly believes that it is the fair value of the Villar City properties that should be reflected in its financial statements, “in the interest of securing the immediate release of the 2024 Audited Financial Statements, it had reluctantly proposed to the external auditors the use of cost basis in recording the value of the same properties.”

'Mandatory and non-negotiable'

The SEC said that “the timely submission of annual and quarterly reports is mandatory and non-negotiable under the SRC (Securities Regulation Code) and its implementing rules and regulations.”

The corporate regulator further argued that “the Company has been afforded a significant period, from January 1, 2025 to the original due date of April 15, 2025, the extended deadline of April 30, 2025, and the additional extension granted by the Commission until June 30, 2025, to complete the preparation and submission of the 2024 AFS.”

The SEC said the SRC’s 2015 IRR does not provide for further extensions to comply with submission of reportorial requirements, “underscoring the importance of strict adherence to filing deadlines to ensure transparency and protect the investing public.”

“The Company’s failure to meet these deadlines despite ample time and opportunities demonstrates a clear disregard for its regulatory obligations,” the corporate regulator said.

The SEC also said that it received a disclosure from Villar Land Holdings, then Golden MV Holdings Inc, on March 28, 2025 and approved and authorized release of financial statement for the year ended December 31, 2025, which stated:

i. “The Company recorded an increase in fair value gains on its investment properties amounting to P1.33 trillion for 2024, primarily due to value appreciation of investment properties”

ii. “Total assets were recorded at P1.37 trillion as of December 31, 2024 from P28.64 billion as of December 31, 2023 primarily due to the fair value gains of investment properties. In September 2024, the Company has acquired Althorp Land Holdings, Inc., Chalgrove Properties, Inc., and Los Valores Corporation which collectively owns 366 hectares of prime land within Villar City, a 3,500-hectare development South of Manila. These properties were recorded in the books as investment properties and accounted for using the fair value method.”

“Suffice it to state that while the March 28, 2025 reported the Board’s approval and authorization to release the 2024 Financial Statements, and despite extensions, the Company failed and continues to fail in submitting the said Financial Statements, as well as the required Annual and Quarterly Reports,” the SEC said.

“It is the Company’s fundamental responsibility to initiate timely communication and coordination with its external auditors to plan the upcoming statutory audit. This could have avoided the differences or issues regarding valuation, appraisal reports, and audit procedures well before the statutory deadlines. Prompt dialogue with the external auditor is crucial to identify and address potential issues early, thereby preventing last-minute complications or protracted delays,” the commission added.

The SEC said that with Villar Land Holdings’ “repeated failure to file the required reports by the statutory deadline and comply with the lawful orders of the Commission, without just cause, and despite disclosing to the public that the pertinent financial statements, which bear the increased valuation of the company’s assets, have been approved by the Board and authorized for release, the Department finds compelling reasons to consider suspension of the Company’s registration statement under the circumstances.”

The SEC, nevertheless, said that seeing the company’s compliance failure “might unintentionally harm stockholders, especially those bona fide retail shareholders,” it found that it was “more sound to impose against the Company, and each of its directors and officers: (i) the maximum monetary penalty P1,000,000.00; and P2,000.00 for each day of continuing violation reckoned from July 1, 2025 until submission of the Annual Report and Q1 Quarterly Report.”

Villar Land Holdings was given 10 days from receipt of the order to explain why it should not be held liable. –VAL/VBL, GMA Integrated News