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VILLAR LAND HOLDINGS CORPORATION OFFICIAL STATEMENT

On 18 August 2025, Villar Land Holdings Corporation (“Villar Land”) and its directors and officers received an Order from the Securities and Exchange Commission (“SEC”) which ordered Villar Land and its directors and officers to pay an administrative fine of Php12 million in lieu of the suspension of its Registration Statement and Permit to Offer and Sell Securities and an administrative fine of Php2,000 for each day of delay from July 1, 2025 until the submission of Villar Land’s Annual Report and Q1 2025 Quarterly Report.

The Order also directed Villar Land and its directors and officers to show cause in connection with certain alleged violations of the Securities Regulation Code, Financial Products and Services Consumer Protection Act, and the Revised Corporation Code.

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.

We wish to clarify that the delay in the filing of the Annual Report and the Q12025 Quarterly Report is not due to the refusal of our external auditor to sign the 2024 Audited Financial Statements but because of said auditor’s varying requests for additional audit procedures to review the valuation of the properties acquired by Villar Land in Villar City.

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Furthermore, we want to highlight that while the company 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 reluctantly proposed to the external auditors the use of cost basis in recording its said properties.