(Second of two parts. Part 1: The Villar Land scandal now has a gatekeeper problem)

Follow the sequence: related-party acquisitions, a massive revaluation, almost P1 trillion in reported profit and an extraordinary market valuation—followed eventually by an accounting reversal. The P1.3-trillion paper trail shows why the Villar Land saga is no longer just about one company, but about the integrity of the Philippine capital market.

The Villar Land saga becomes clearer when we stop looking at the trillion-peso valuation as one spectacular accounting number and follow the sequence that produced it: related-party acquisitions, revaluation, financial-statement recognition, and an extraordinary stock-market valuation.

How did so much paper wealth travel so far before the accounting was reversed?

In my column yesterday, I examined the uncomfortable question raised by documents surrounding Villar Land Holdings Corp.: where were the financial gatekeepers while one of the most extraordinary accounting transformations in Philippine corporate history was unfolding? 

But there is another way to examine this story. Follow the P1.3 trillion through the corporate structure, accounting entries, financial statements, and ultimately into the market narrative that helped make the market believe that Villar Land was one of the Philippines’ most valuable listed companies.

The starting point was not P1.3 trillion. It was land. In September 2024, Villar Land—then Golden MV Holdings—acquired Althorp Land Holdings Inc., Chalgrove Properties Inc., and Los Valores Corp. 

Together, the three companies held about 366 hectares inside Villar City, the sprawling 3,500-hectare development south of Metro Manila. Documents reviewed by Vantage Point identify the three companies as related parties under the Fine Properties umbrella. 

Nothing wrong with a related-party transaction. Philippine conglomerates routinely transfer assets among companies controlled by the same families or corporate groups. But these transactions deserve heightened scrutiny because buyer and seller are not strangers bargaining independently across a table. 

What happened after these properties entered Villar Land makes that scrutiny considerably more important.

Villar Land recorded the properties as investment properties and adopted fair-value accounting. By March 28, 2025, the consequences were astonishing. Investment properties had ballooned to P1.340 trillion from P738 million the previous year.

Fair-value gains reached P1.331 trillion. Net profit exploded from P1.461 billion to P999.720 billion, total assets from P28.64 billion to P1.367 trillion, and stockholders’ equity from P14.614 billion to P1.012 trillion. 

But if we dig in into this apparent financial miracle, the actual business was moving backward. Revenue fell 25% from P4.759 billion to P3.577 billion, while operating profit dropped 29% from P1.712 billion to P1.216 billion. 

The operating company became weaker while its accounting reflected a company becoming unimaginably richer. There was no trillion-peso influx of cash, property sales, or rental income. An accounting measurement virtually performed a cosmetic surgery that radically transformed the company’s financial appearance.

This is where the sequence becomes important. What I uncovered describes a potentially dangerous loop: acquire property, revalue it, book gains, inflate share prices, justify further acquisitions, then repeat. 

The documents I have in possession establish the acquisition, revaluation, and recognition of enormous accounting gains. They also establish that Villar Land subsequently carried an extraordinary stock-market valuation. 

They do not, standing alone, prove that the revaluation caused the share price to rise or that management adopted the accounting treatment to influence the stock. Sequence is not necessarily causation, and causation is not necessarily intent.

But investors are entitled to examine that sequence. Related-party assets entered the listed company, were subjected to fair-value accounting, and the resulting gains transformed Villar Land‘s earnings, assets, and equity. 

Those numbers entered the public domain while its shares traded at prices implying a corporate valuation vastly removed from the scale of its underlying business.

Villar Land shares ultimately traded around P2,300. With roughly 644 million shares outstanding, that implied a market capitalization approaching P1.5 trillion. 

A company generating ordinary operating profit of about P1.2 billion had acquired a valuation comparable with some of the country’s largest conglomerates. That was what made me suspicious when I first examined Villar Land in May 2025. The economics simply did not fit the market capitalization.

Accounting wealth

Then something extraordinary happened again: the accounting was reversed. Material reproducing the external auditor’s later report says the originally issued separate financial statements had changed the accounting policy for investment properties from the cost model to the fair-value model. 

After further discussions between management and the external auditor, management decided to retain the cost model instead, reversing the earlier accounting, and revising the financial statements. 

The land did not disappear, nor did Villar City, or the 366 hectares. What disappeared was the accounting treatment that had allowed enormous unrealized appreciation to flow through the financial statements. 

That is why investors must distinguish economic wealth from accounting wealth. One ultimately requires somebody to pay for the asset; the other can arise from assumptions embedded in a valuation model.

The related-party dimension makes this more deserving of scrutiny. When unrelated parties negotiate a property sale, the transaction price provides evidence of what independent participants believe the property is worth. 

When assets move among related companies, the transaction may be legitimate, but investors have greater reason to examine whether the transfer price represents genuine independent price discovery. 

If those assets are subsequently marked dramatically higher, shareholders deserve to know how the value was established and how aggressively the assumptions were challenged. At P1.331 trillion, the burden of credibility becomes extraordinary.

I could argue, based on the documents I have, that the disclosures and audit opinion made the valuation appear reliable and helped sustain Villar Land’s stock price. 

I am not prepared to make that causal claim from these documents alone. Villar Land was unusually illiquid, and market capitalization merely multiplies the last traded price by outstanding shares; it does not mean P1.5 trillion actually changed hands.

But that may make the market-integrity issue more troubling. In a thinly traded stock, relatively limited trading can establish a quoted price applied across hundreds of millions of shares, creating enormous paper wealth.

That is why the subsequent allegations made by the Securities and Exchange Commission (SEC) about artificial demand involving related entities are crucial. Those allegations remain subject to due process, but they raise the possibility that financial disclosure and trading activity interacted in ways that distorted genuine price discovery.

Put the sequence together: related-party properties entered Villar Land, were revalued; generated enormous paper gains, transformed profit, assets, and equity; and reached investors while the company commanded an extraordinary market valuation. The accounting was subsequently reversed. Each step may have an explanation, and the documents do not establish that the sequence was deliberately engineered. Together, however, they demand scrutiny.

The gatekeepers

Capital markets function because investors trust a chain of gatekeepers—corporate management, property appraisers, audit committees, external auditors, the Philippine Stock Exchange (PSE), and the Securities and Exchange Commission (SEC). 

Ordinary investors stand at the very end of that regulatory pipeline: they cannot directly inspect boardrooms, analyze company files, or review audit working papers. 

In Villar Land’s case, a massive P1.3 trillion in unearned paper gains slipped past nearly every regulatory checkpoint before the accounting behind them was reversed. The real issue is no longer simply how Villar Land produced such an astronomical figure. 

It is understanding how the company’s trillion-peso valuation managed to sail through so many institutional gates before someone finally stepped in to block it. – Rappler.com

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