This will dramatically slash Villar Land’s previously stated record earnings of just under P1 trillion, undoing what was once tagged the largest profit ever reported in Philippine corporate history.
The findings were part of a Securities and Exchange Commission (SEC) order that penalized Villar Land and 12 of its directors and officers a total of P12 million.
The corporate watchdog cited violations of the Securities Regulation Code, the Financial Products and Services Consumer Protection Act, and the Revised Corporation Code.
Among those penalized were company chair Villar Jr., executives of Villar Land, and board members, including sitting lawmakers Sen. Mark Villar and Sen. Camille Villar.
Shares of Villar Land have been suspended from trading since May 15, 2025, due to the firm’s failure to submit audited financial reports.
Its shares last traded at P2,296 each, valuing the firm at P1.48 trillion, making it more valuable than all other conglomerates in the country.
What happened?
In late March, Villar Land stunned the market by declaring a record P999.72 billion profit for 2024, up over 68,000 percent over the previous year despite falling revenues and operating income.
The surge was driven entirely by a P1.33 trillion land revaluation from properties purchased in Villar City, a 3,500-hectare estate in Southern Metro Manila and Cavite, that were acquired months before from Villar-controlled affiliates for P5.2 billion.
Villar is one of the country’s richest and most powerful individuals with a net worth of $10.9 billion (P623 billion), as estimated by Forbes Magazine.
He controls several listed firms but his most valuable asset on paper is Villar Land, which started out as a developer of cemetery lots before being repositioned as the builder of Villar City.
But how?
The SEC’s Markets and Securities Regulation Department, in an order dated Aug. 18, sheds light on the controversy.
Based on the order, Villar Land hired E-Value Phils., an SEC-accredited appraiser, in early 2025 to value the Villar City land, resulting in a P1.3 trillion estimate. This is required for its final audited financial report.
But when presented with these findings, P&A, Villar Land’s external auditor, refused to sign off, suggesting it had concerns over the valuation’s reliability.
“Even with the appraisal reports prepared by E-Value Phils, Inc., P&A, required the engagement of another appraiser as consultant purportedly to assist in the testing of the reasonableness of the fair value of the subject properties and issue an expert opinion on the matter,” the SEC document showed.
On June 30, P&A, a leading auditing firm and a member of Grant Thornton International, brought in Crown Property Appraisal Corp. to review the E-Value report, but still insisted that the company revert to the original cost basis.
Villar relents, agrees to cut land value by 99 percent
This back and forth with its auditor caused the firm to miss the April 15, 2025 deadline to submit the finalized report. A month later, the Philippine Stock Exchange suspended trading of Villar Land.
Facing pressure to submit its audited financial reports, Villar Land relented and accepted a much lower valuation of P8.6 billion, a figure close to its acquisition cost.
“In light of the protracted process that the company was constrained to take in order to meet the requirements of its external auditor… the company agreed with P&A that it will accept the most conservative valuation for the assets,” the SEC order noted.
This allowed P&A to proceed with the audit in time for the company to file its 2024 financials and first quarter report by the extended deadline of Aug. 31, 2025.
P&A shows auditors are more than just rubber stamps
Auditors play a crucial role in independently verifying if financial statements, which are prepared by the corporate client, follow accounting rules.
This comes as scrutiny intensifies in the audit industry after the Department of Justice filed charges against Isla Lipana & Co. for allegedly legitimizing false financial statements in the MFT Group scandal.
What the SEC said
Meanwhile, the SEC denied Villar Land’s request for a final extension to file its 2024 annual and first-quarter reports, rejecting the company’s appeal to submit by Aug. 31.
It also said Villar Land’s management failed to coordinate early with auditors despite undertaking complex transactions and policy changes.
“With the belated discussions and coordination with the external auditor, the company jeopardized its ability to comply with its obligations under the law and to the investing public,” the SEC said.
“This delay could have been avoided through earlier engagement with auditors, and more efficient management of the valuation issues,” it said.
“The department views these circumstances as indicative of the company, its board of directors, and officers’ failure to exercise due diligence and reasonable care in fulfilling their reporting responsibilities. Such delay undermines the regulatory framework intended to ensure transparency, accountability, and investor protection,” it added.
Investors were misled
The SEC said Villar Land’s March 2025 disclosure showing the nearly P1 trillion profit spike raised red flags.
“It is apparent that the 28 March 2025 current report sought to publicly make known, substantial fair value gains and increase in total assets of the company due to value appreciation of certain properties,” the SEC said, adding these values were not yet finalized at the time.
“This act or scheme could very well mislead the investing public, those transacting with the company, or the market in general,” the SEC said.
“Moreso, given the nature of a 17-C/Current Report filing as a full, fair and accurate public disclosure of material facts which would reasonably be expected to affect investors’ decisions in relation to the subject securities,” it added.
Villar Land directors, officers are fined
The SEC ordered Villar Land Holdings Corp. and its 12 directors and officers to pay a total fine of P12 million, or P1 million each, for late and misleading disclosures related to the company’s 2024 financial reporting.
Those sanctioned include Cynthia J. Javarez, president and director; Manuel B. Villar Jr., chair; Manuel Paolo A. Villar, director; Camille A. Villar, director; Mark A. Villar, director; Ana Marie V. Pagsibigan, independent director; Garth F. Castaneda, independent director; Estrellita S. Tan, chief financial officer, chief information officer, treasurer, and investor relations officer; Gemma M. Santos, corporate secretary; Ma. Nalen S.J. Rosero, assistant corporate secretary; and Kate D. Cator, compliance officer.
Each individual was also fined P2,000 per day starting July 1, 2025, until the company submits its overdue 2024 annual and first quarter reports.
Miguel R. Camus has been a reporter covering various domestic business topics since 2009.
