SEC Form 20-IS Information Statement Pursuant to Section 20 of the Securities Regulation Code Form Type
SEAFRONT RESOURCES CORPORATION
NOTICE OF REGULAR ANNUAL STOCKHOLDERS’ MEETING
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Regular Annual Meeting of the Stockholders of Seafront Resources Corporation (the “Company”) will be conducted virtually (or via online means of communication) on Thursday, June 11, 2026 at 3:30 PM, with the following agenda:
(1) Certification of Service of Notice;
(2) Determination of Quorum/Call to Order;
(3) Approval of Minutes of the previous Regular Stockholders’ Meeting held on June 19, 2025;
(4) Approval of Management Report and the 2025 Audited Financial Statements contained in the 2025 Annual Report;
(5) Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period from June 19, 2025 to June 11, 2026;
(6) Election of Members of the Board of Directors for 2026-2027:
(7) Appointment of External Auditors;
(8) Other Matters; and
(9) Adjournment.
Only stockholders of record at close of business on April 24, 2026 shall be entitled to vote at said meeting or any adjournment thereof.
Pursuant to the alternative modes of notice as provided for in the Securities and Exchange Commission’s NOTICE dated March 11, 2026, this notice to Stockholders shall be published in the business section of two (2) newspapers of general circulation, in print and online format, for two (2) consecutive days not later than 21 days before the scheduled meeting. The Information Statement, Management Report, SEC Form 17-A, Minutes of the Annual Stockholders’ Meeting for the year 2026 and other pertinent meeting documents shall be made available in the Company’s website (www.seafrontresources.com.ph) and via PSE Edge Portal (https://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=156).
As allowed under the Company’s Amended By-Laws, the Regular Annual Meeting shall be held virtually or via online/remote communication The stockholders shall be allowed to cast their votes by proxy, or by remote communication, or in absentia pursuant to Section 49 of the Revised Corporation Code of the Philippines and SEC Memorandum Circular No. 6-2020.
To participate in the Annual Meeting, stockholders must register from 9:00 a.m. of May 25,2026 until 5:00 p.m. of June 1, 2026 through the following link: https://forms.cloud.microsoft/r/28GdbXNC0H and follow the steps provided therein. The link can also be accessed conveniently via QR code. The procedures for participation via remote communication and in absentia can be found in the said link. Please see Annex “A” of the Information Statement.
Stockholders who wish to appoint proxies may submit proxy forms until 5:00 p.m. of June 1, 2026 to the Office of the Corporate Secretary at 7th Floor, JMT Building, ADB Ave., Ortigas Center, Pasig City or by email to corpaffairs@seafrontresources.com.ph Validation of proxies will be held on June 1, 2026 A sample proxy form will be enclosed in the Information Statement for your convenience.
Corporate Secretary
AGENDA DETAILS AND RATIONALE
1. Call to Order
The Chairman of the Board of Directors, Mr. Raul M. Leopando, will call the meeting to order.
2. Certification of Notice and Quorum
The Corporate Secretary will certify that the written Notice for the meeting was duly sent to stockholders of record, including the date of publication and the newspaper where the notice was published. He will also certify that the quorum exists, and the Stockholders representing at least a majority of the outstanding capital stock, present in person or by proxy, shall constitute a quorum for the transaction of business.
Pursuant to Sections 23 and 57 of the Revised Corporation Code and SEC Memorandum Circular No. 6, Series of 2020, stockholders may participate and vote through remote communication or in absentia. Stockholders may register by submitting the requirements via email at corpaffairs@seafrontresources.com.ph and vote in absentia on the matters for resolution at the meeting. A stockholder who votes in absentia, as well as a stockholder participating by remote communication, shall be deemed present for the purpose of quorum.
Please refer to Annex “A” on the Procedures and Requirements for Voting and Participation in the 2025 Regular Annual Stockholders’ Meeting for complete information on remote participation or voting in absentia, as well as on how to join the livestream for the 2026 ASM.
3. Approval of the Minutes of the Annual Stockholders’ Meeting held on June 19, 2025
The Minutes of the Meeting held on June 19, 2025 are available at the Company’s website: www.seafrontresources.com.ph
4. Approval of Management Report and the 2025 Audited Financial Statements contained in the 2025 Annual Report
The Report summarizes the milestones and key achievements of Seafront Resources Corporation (the “Company”) and provides a clear picture of how the Company achieved its goals and strategic objectives for the year 2025 The Company’s audited financial statements, the highlights of which are explained in the President and Chief Executive Officer’s Report and in the Information Statement. Copies of the 2025 Audited Financial Statements, previously approved by the Board of Directors, were also submitted to the Securities and Exchange Commission (SEC) and the Bureau of Internal Revenue (BIR). Please see Annex “E” for the 2025 AFS.
5. Confirmation and Ratification of all acts contracts and investments made and entered into by the Management and/or Board of Directors during the period June 19, 2025 to June 11, 2026
The actions for approval are those taken by the Board and/or its Committees and the Management since the Annual Stockholders’ Meeting on June 19, 2025 until June 11, 2026, including the internal procedures for participation in meetings and voting through remote communication or in absentia. Agreements, projects, investments, treasury-related matters and other matters covered by disclosures to the SEC and the Philippine Stock Exchange will likewise be presented for approval. The acts of the officers were those taken to implement the resolutions of the Board or its Committees or made in the general conduct of business.
6. Election of Nine (9) members of the Board of Directors for the year 2026-2027
At its meeting held on April 24, 2026, the Corporate Governance Committee, as the standing committee of the Board of Directors constituted for the purpose of reviewing and evaluating the qualifications of persons nominated to become members of the Board of Directors (including the independent directors) and pursuant to the provisions of the Revised Manual on Corporate Governance of the Company, reviewed the candidates for director to ensure that they have all the qualifications and none of the disqualifications for nomination and election as members of the Board of Directors.
The nine (9) nominees will be submitted for election to the Board of Directors by the stockholders at the Annual Stockholders’ Meeting. For this year, the candidates to the Board are the following:
a. As Regular Directors:
1) Mr. Raul M. Leopando
2) Ms. Milagros V. Reyes
3) Mr. Chun Bing G. Uy
4) Mr. Jose Luis F. Gomez
5) Mr. Victor V. Benavidez
6) Mr. Xavier Y. Zialcita
7) Mr. Nicasio I. Alcantara
b. As Independent Directors:
8) Mr. Basil L. Ong
9) Mr. Emmanuel S. Santiago
Please refer to Item 5 – Directors and Executive Officers of the Information Statement for the profile of the nominees to the Board. Stockholders will have the opportunity to elect the directors who will serve for the term 2026-2027 by way of individual voting, by ballot and by proxy.
Mr. Nicasio I. Alcantara (NIA) has completed the maximum cumulative term of nine (9) years as an Independent Director in accordance with SEC Memorandum Circular No. 7 (Series of 2026). In recognition of NIA’s extensive expertise, valuable contributions, and deep understanding of the Company’s operations, the Board has resolved to nominate NIA for election as a regular director. This reclassification ensures continuity of leadership and preserves institutional knowledge, while the Company remains fully compliant with the requirement to maintain the appropriate number of independent directors on the Board. The Board believes that NIA’s continued service will further strengthen governance and support the Company’s long-term strategic objectives.
7. Appointment of the Company’s External Auditor
The Company’s Audit and Board Risk-Oversight Committee assessed and evaluated the performance for the previous year of the Company’s external auditor, SYCIP GORRES VELAYO & CO. (SGV). Based on this, the Board of Directors will recommend the reappointment of SGV as the Company’s external auditor for 2026
SGV, one of the top auditing firms in the country, is fully accredited by the SEC. A resolution for the appointment of the Company’s external auditor for 2026 shall be presented to the stockholders for approval.
9. Other Matters
The Chairman will inquire whether there are other relevant matters and concerns to be discussed
10. Adjournment
Upon determination that there are no other relevant matters to discuss, the meeting will be adjourned on motion duly made and seconded.
7. Registrant’s telephone number, including area code: (632) 8637-2917
8. Date, time and place of the meeting of security holders:
Date: June 11, 2026
Time: 3:30 p.m.
Manner: to be conducted virtually or via online/remote communication https://www.seafrontresources.com.ph/#!/Investor-Relations
9. Approximate date on which the Information Statement is first to be sent or given to security holders: May 13, 2026.
10. Securities registered pursuant to Section 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants):
11. Are any or all of registrant’s securities listed on the Philippine Stock Exchange? Yes______________No_____________
If so, disclose name of the Exchange: The Philippine Stock Exchange, Inc.
A. GENERAL INFORMATION
Item 1 Date, time and place of meeting of security holders
The Regular Annual Meeting of the Stockholders of Seafront Resources Corporation (the “Company”) will be held on Thursday, June 11, 2026, at 3:30 p.m. To be called and conducted and presided virtually or via online/remote communication by the presiding officer at the Company’s principal office address at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City https://www.seafrontresources.com.ph/#!/Investor-Relations
Mailing Address –7th Floor, JMT Building, #27 ADB Avenue, Ortigas Center, Pasig City, Philippines.
Approximate date of which the Information Statement is to be first sent or given to security holders: May 13, 2026. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Item 2 Dissenters’ Right of Appraisal
There are no corporate matters or actions that will entitle dissenting stockholders to exercise their right of appraisal as provided in Section 80 of the Revised Corporation Code of the Philippines (RCC).
The Dissenter’s Right of Appraisal shall be available under the following instances:
a. In case of any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those outstanding shares of any class, or extending or shortening the term of corporate existence;
b. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the RCC;
c. In case of merger or consolidation; and
d. In case of investment of corporate funds for any purpose other than the primary purpose of the Company.
In the event that a dissenting stockholder exercises his Right of Appraisal, he shall be entitled to demand payment of the fair value of his shares. The right of appraisal shall be exercised by making a written demand to the Company for the payment of the fair value of shares held, within thirty (30) days after the date on which the vote was taken. Failure to make the demand within such period shall be deemed a waiver of the Appraisal Right. If the proposed corporate action is implemented, the dissenting stockholder shall be paid the fair value of his shares as of the day before the vote was taken, excluding any appreciation or depreciation, upon surrender of the certificate or certificates of stock representing the stockholder’s shares (Sec. 81, RCC).
If the dissenting/withdrawing stockholder and the Company cannot agree on the fair value of the shares within sixty (60) days from the approval of the corporate action, the same shall be determined and appraised by three (3) disinterested persons, the first shall be named by the dissenting/withdrawing stockholder, the second by the Corporation, and the third by the two (2) thus chosen. The findings of the majority of the appraisers shall be final, and their award shall be paid by the Company within 30 days after such award is made, but no payment shall be made unless the Company has unrestricted retained earnings in its books to cover such payment. Upon payment by the Company of the agreed or awarded price, the stockholder shall forthwith transfer the shares to the Company (Sec. 81, RCC)
Item 3 Interest of Certain Persons in Matters to be Acted Upon
No director, nominee for election as director, associate of the nominee or executive officer of the Company at any time since the beginning of the last fiscal year had any substantial interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon in the meeting, other than election to office.
No director has informed the Corporation in writing that he intends to oppose any action to be taken by the registrant at the meeting
B. CONTROL AND COMPENSATION INFORMATION
Item 4 Voting Securities and Principal Holders Thereof
a)
Number of Shares Outstanding as of April 24, 2026:
Number of Votes Entitled One (1) vote per share
Foreign Equity Ownership as of April 28, 2026: The Company’s Foreign equity ownership is as follows:
b) Only holders of the Company’s stock of record at the close of business on April 24, 2026, acting in person or by proxy, on the day of the meeting are entitled to notice and to vote at the Annual Stockholders’ Meeting to be held on June 11, 2026 Stockholders of record are entitled to one vote per share. Voting may be done viva voce or by balloting or in absentia
c) Manner of Voting
Section 5.0 of Article II of the By-Laws of the Corporation provides that stockholders may vote at all meetings the number of shares registered in their respective names either in person or by proxy executed in writing, or through remote communication or in absentia as allowed by the Board of Directors. No proxy shall be recognized unless presented to the Secretary for inspection and registration at least ten (10) calendar days before the date of said meeting.
The stockholders have cumulative voting rights with respect to the election of the Company’s Directors (See also Page 23, Item 19 Voting Procedures):
1. Election of Directors shall be held at the Annual Stockholders’ Meeting It shall be done by the vote of the owners of majority (2/3 for the amendment of the By-Laws) of the outstanding stock, in person or through remote communication or in absentia, and shall be conducted in the manner provided in Section 23 of the RCC, and with such formalities and in such manner as the presiding officer at the meeting shall then and there determine and provide:
a) he/she may vote such number of shares for as many persons as there are Directors to be elected;
b) he/she may cumulate said shares and give one candidate as many votes as the number of Directors to be elected multiplied by his/her shares;
c) he/she may distribute them on the same principle among as many candidates as he/she may see fit.
In any of these instances [a), b), or c)], the total number of votes cast by the stockholders should not exceed the number of shares owned by him/her as shown in the books of the Corporation multiplied by the total number of Directors to be elected.
d) Discretionary authority to cumulate vote is not solicited.
d)
Security Ownership of Certain Record and Beneficial Owners and Management
1. Security Ownership of Certain Record and Beneficial Owners:
The following table sets forth information with respect to a record or beneficial owner directly or indirectly owning more than 5% of the Company’s Capital Stock as of April 30, 2026
R.P. Land Development Corporation
48th/F Yuchengco Tower
RCBC Plaza, 6819 Ayala
corner Sen. Gil Puyat Ave., Makati City
NOTE: 1. None of the holders of the Company’s common shares registered under the name of PCD Nominee owns more than 5% of the company’s common shares.
2. The corporate acts of PMMIC are carried out by its Board of Directors and Management. Ms. Michele Y. Dee is the President of PMMIC.
* PCD total shares include Filipino and Non-Filipino.
2. Security Ownership of Management as of April 30, 2026
The following are the number of shares owned of record by the Directors, the Chief Executive Officer and each of the key officers of the Company and the percentage of shareholdings of each:
Common
Raul M. Leopando
Common Milagros V. Reyes
Common
Basil L. Ong
Zavier Y. Zialcita
I. Alcantara
Bing G. Uy
Ernestine Carmen Jo D. Villareal-
Luis F. Gomez
V. Benavidez
S. Santiago
Samuel V. Torres
Secretary
Louie Mark R. Limcolioc Asst. Corporate Secretary
Arlan P. Profeta
Risk Officer
Maria Carmela D. Hautea
As of April 30, 2026, the Company’s directors and executive officers owned an aggregate of 4,927 shares equivalent to 0.004% of the Company’s outstanding shares. None of the members of the Company’s directors and management owns more than 2% of the outstanding capital stock of the Company.
Voting Trust Holders of 5% or more -The Company is not aware of any voting trust or similar arrangement among persons holding more than 5% of a class of shares.
Changes in Control - There had been no change in the control of the Company since the beginning of the last fiscal year.
The Company has no existing voting trust or change in control agreements.
Item 5 Directors and Executive Officers:
Name
Raul M. Leopando 75 Chairman of the Board Filipino September 25, 2025 to present
Milagros V. Reyes
Basil L. Ong
Jose Luis F. Gomez
Director/President Filipino 1999 to present
Independent Director Filipino 2021 to present
Filipino 2024 to present
Chun Bing G. Uy Director Filipino September 25, 2025 to present
Nicasio I. Alcantara
Victor V. Benavidez
Independent Director Filipino 1995 to present
Filipino 2017 to present
*Xavier Y. Zialcita Director Filipino January 26, 2026 to present
Ernestine Carmen Jo D. VillarealFernando 65 Independent Director Filipino 2012 to present
Emmanuel S. Santiago
Executive Officers:
Milagros V. Reyes
Nominee Independent Director Filipino From June 11, 2026 onwards
Filipino 1999 to present
Carlota R. Viray Treasurer Filipino 2025 to present
Atty. Samuel V. Torres
Corporate Secretary Filipino 2006 to present
Atty. Louie Mark R. Limcolioc 39 Asst. Corporate Secretary/Compliance Officer Filipino 2022 to present
Atty. Arlan P. Profeta
2025 to present Maria Carmela D. Hautea
Data Privacy Officer Filipino 2025 to present
The Directors of the Company are elected at the annual stockholders’ meeting to hold office until the next annual meeting and until each respective successor shall have been elected and qualified. Each Board member serves for a term of one year or until his successor is duly elected and qualified.
The following are the incumbent directors of the Company and their business experience for the past five (5) years:
BOARD OF DIRECTORS
MR. RAUL M. LEOPANDO Chairman of the Board Filipino, 75
Education and Training
• Bachelor of Arts in Economics from the University of the Philippines
• Bachelor of Science in Commerce, major in Accounting, from San Beda University
Roles in Publicly Listed Companies
Current
• LT Group of Companies – Independent Director
• Liberty Flour Mills Company – Independent Director
• Upson International Corporation – Director
Former / Previously Held
• Seafront Resources Corporation – Director (2017 to 2023)
• PetroEnergy Resources Corporation – Director
• Several other publicly listed companies – Director
Roles in Non-Listed Companies
Former / Previously Held
• RCBC Capital Corporation – President & CEO
• RCBC Securities Corporation – Chairman of the Board
• RCBC Bankard – Vice Chairman of the Board
• RCBC – Senior Consultant to the Chairman
• Maibarara Geothermal, Inc. – Director
• PetroGreen Energy Corporation – Director
• Investment Houses Association of the Philippines (IHAP) – President
• Financial Executives Institute of the Philippines (FINEX) – Lifetime Member
MS. MILAGROS V. REYES
President and Director Filipino, 84
Education and Training
• University of the Philippines – Bachelor of Science in Geology and Physical Sciences (Double Degree)
• National Iranian Oil Company – Technical Training
• University of Illinois – Technical Training
• Ajman Fields, U.A.E. – Technical Training
Roles in Publicly Listed Companies
Current
• PetroEnergy Resources Corporation – President
Roles in Non-Listed Companies
Current Chairman / Director
• PetroGreen Energy Corporation
• Maibarara Geothermal, Inc.
• PetroWind Energy Inc.
• PetroSolar Corporation
• EcoSolar Energy Corporation
• Rizal Green Energy Corporation
• Dagohoy Green Energy Corporation
• Bugallon Green Energy Corporation
• San Jose Green Energy Corporation
• BKS Green Energy Corp.
• BuhaWind Energy East Panay Corporation
• BuhaWind Energy Northern Luzon Corporation
• BuhaWind Energy Northern Mindanao Corporation
Former / Previously Held
• Hermosa Ecozone & Development Corporation – Director/Treasurer
• PetroGreen Energy Corporation – President
• iPeople, Inc. – President
• PNOC-EC – Director/Consultant
• Basic Petroleum and Minerals, Inc. – Senior Vice President
MR. BASIL L. ONG
Lead Independent Director
Filipino, 74
Education and Training
• Ateneo de Manila University – Bachelor’s Degree in Management
• Harvard Business School – Program for Management Development (Postgraduate)
Roles in Non-Listed Companies
Current
• Transnational Diversified Group, Inc. – Director
• Adventure International Tours, Inc. (Philippine representative of American Express, Inc.) – Director
• Wordtext Systems, Inc.
• Transnational Medical and Diagnostic Center, Inc.
• Botika TDG, Inc.
• WellCare Health Maintenance, Inc.
• W.S. Pacific Publications, Inc. – Director
Former / Previously Held
• PetroEnergy Resources Corporation – Independent Director
MR. NICASIO I. ALCANTARA
Director Filipino, 83
Education and Training
• Ateneo de Manila University – Bachelor of Science in Business Administration
• Santa Clara University, California, USA – Master’s in Business Administration
Roles in Publicly Listed and Non-Listed Companies
Current
• Alsons Consolidated Resources, Inc. – Chairman & President
• ACR Mining Corporation – Chairman & President
• Alsons Development and Investment Corporation – Chairman & President
• Sarangani Agricultural Company, Inc. – Chairman & President
• Conal Holdings Corporation – Chairman & President
• Alsons Thermal Energy Corporation – Chairman & President
• Alto Power Management Corporation – Chairman & President
• SITE Group International, Ltd. – Chairman of the Board
• BDO Private Bank, Inc. – Chairman, Corporate Governance Committee
• BDO Private Bank, Inc. – Chairman, Related Party Transactions Committee
• BDO Private Bank, Inc. – Member, Audit Committee
• Avaina Development Corporation – Vice Chairman
• The Philodrill Corporation – Director
• Enderun Colleges, Inc. – Director
• Sagittarius Mines, Inc. – Director
• Phoenix Petroleum Philippines, Inc. – Director
Former / Previously Held
• Petron Corporation – Chairman & President
• Iligan Cement Corporation – Chairman & President
• Alsons Cement Corporation – Chairman & President
• Northern Mindanao Power Corporation – Chairman & President
• Refractories Corporation of the Philippines – Chairman & President
• Alsons Prime Investments Corporation – Chairman
• Bank One Savings – Director
• Bancasia Capital Corporation – Director
• Alcantara & Sons, Inc. – Director
• Alsons Corporation – Director
ATTY. ERNESTINE CARMEN JO VILLAREAL-FERNANDO
Independent Director Filipino, 65
Education and Training
• University of the Philippines – Bachelor of Laws
• University of the Philippines – A.B. Economics (College Scholar, Dean’s Medal)
• Michigan State University, Computer Center – Certificate in Math and Computer Programming
Current Roles
• Country Bankers Insurance Corporation – Director
• Country Bankers Life Insurance Corporation – Director
• Jose E. Desiderio, Inc. – Director
• Fuego y Hielo, Inc. – Director
• Philippine Bar Association – Former President and Council of Advisers
• GHL Electronic Payments, Inc. – Independent Director
• GHL Systems Philippines, Inc. – Independent Director
• GHL Philippines Financing Services Inc. – Independent Director
MR. VICTOR V. BENAVIDEZ
Director Filipino, 74
Education and Training
• University of Santo Tomas – Bachelor of Science in Economics
• University of Santo Tomas – Master’s Degree in Economics
• CRC – Professional Development Program
Roles in Publicly Listed Company
Current
• Boulevard Holdings, Inc. – Director
Roles in Non-Listed Companies
Former / Previously Held
• Alakor Securities, Inc. – General Manager
• Mariwasa Siam Holdings – Director
• Anglo Philippines Holdings Corporation – Director
• Mabuhay Holdings Corporation – Vice President & Director
• Tagaytay Properties & Holdings Corporation – Director
• Anselmo Trinidad & Co. – Manager, Investment Research
MR. JOSE LUIS F. GOMEZ Director
Filipino, 64
Education and Training
• Ateneo de Manila University – Bachelor of Science in Management Engineering
Roles in Non-Listed Companies
Current
• RCBC Bankard Services Corp. – Vice Chair
• PetroGreen Energy Corporation – Director
• BuhaWind Energy East Panay Corporation – Director
• BuhaWind Energy Northern Mindoro Corporation – Director
• BuhaWind Energy Northern Luzon Corporation – Director
Former / Previously Held
• RCBC Securities, Inc. – Chairman
• RCBC Capital Corporation – Director
• RCBC Bankard Services, Inc. – Director
• RCBC Capital Corporation – President & Chief Executive Officer
• AIG Investment Corporation – Associate Director
• Peregrine Capital Philippines – Associate Director
• Falcon Properties and Resources Corporation – Director & General Manager
• Bank of America NT & SA – Assistant Vice President
• Investment and Capital Corporation of the Philippines – Assistant Vice President
MR. XAVIER Y.
ZIALCITA
Director Filipino, 49
Education and Trainings
• Engages in entrepreneurial ventures in the food and beverage industry
• Postgraduate Diploma in Strategy and Innovation, University of Oxford
• BS in Management Information Systems, Ateneo de Manila University
Roles in Publicly Listed Companies
Current
• Rizal Commercial Banking Corporation - Senior Vice President for Strategic Initiatives
Mr. Zialcita is a finance executive with over two (2) decades of experience in investment banking, strategic initiatives, and corporate advisory. He is currently serving as Senior Vice President for Strategic Initiatives at Rizal Commercial Banking Corporation. He previously held a long tenure at RCBC Capital Corporation, where he led equity and debt fundraising, project finance, and M&A advisory.
Roles in Non-Listed Companies
Current
• Rizal Microbank – Director
• RCBC Realty Corporation – Director
Roles in Non-Listed Companies
Former / Previously Held
• RCBC Capital Corporation, leading:
o Equity and debt fundraising
o Project finance
o M&A advisory
MR. EMMANUEL S. SANTIAGO, PH.D.
Nominee Independent Director
Filipino,
Education and Training
• Doctor of Philosophy (Ph.D) in Economics and Corporate Finance – 1984
• Kansas State University, Manhattan, Kansas USA
• Advanced Graduate Studies in Corporate Finance – 1983
• Doctor of Business Administration (DBA) Program
• Indiana University, Bloomington, Indiana USA
Roles in Non-Listed Companies
Current
• RCBC Leasing and Finance Corp. – Independent Director
• Rizal Microbank Inc. – Independent Director
• Home Credit Mutual Building and Loan Association – Director
Former / Previously Held
• Malayan Savings Bank – Consultant
• Affiliate Rural Banks and Thrift Bank, City Savings Bank (of Union Bank of the Phils.) – Consultant
• Progressive Bank Inc. – Chairman of the Board
• City Savings Bank (of Union Bank of the Phils.) – Executive Vice President and Head, Microfinance
• Fairbank (A Rural Bank) – CEO and Director
CORPORATE EXECUTIVE OFFICERS
MS. MILAGROS V. REYES
President and Chief Executive Officer (1998 – Present)
Filipino, 84
Please refer to Item 5 – Directors and Executive Officers of the Registrant, Section a) Board of Directors
MS. CARLOTA R. VIRAY
Treasurer
Filipino, 68
Education
• BSC – Accounting – Polytechnic University of the Philippines
Current Roles
• PetroGreen Energy Corporation – Treasurer
• PetroSolar Corporation – Treasurer
• PetroWind Energy Inc. – Treasurer
• Maibarara Geothermal, Inc. – Treasurer
ATTY. SAMUEL V. TORRES
Corporate Secretary since 2006 to present Filipino, 61
Education
• Bachelor of Science in Business Economics - University of the Philippines and Bachelor of Laws from Ateneo de Manila University.
Roles in Publicly Listed Companies
General Counsel/Corporate Secretary
• House of Investments, Inc.
• iPeople, Inc.
• PetroEnergy Resources Corporation
Roles in Non-Publicly Listed Companies
• Alto Pacific Company, Inc. (formerly The Pacific Fund, Inc.)
• ATYC, Inc.
• AY Foundation
• Bluehounds Security & Investment Agency
• Enrique T. Yuchengco, Inc.
• FBIA Insurance Agency, Inc.
• GPL Cebu Tower Office Condominium Corp.
• GPL Holdings, Inc.
• Grepa Realty Holding Corporation
• Grepaland, Inc.
• Hexagon Lounge, Inc.
• Hi-Eisai Pharmaceutical, Inc.
• HI Cars, Inc.
• Investment Managers, Inc.
• La Funeraria Paz-Sucat, Inc.
• Landev Corporation
• LINC Institute, Inc.
• Malayan Colleges Laguna, Inc., a Mapua School operating under the name of Mapua Malayan Colleges Laguna
• Malayan Education System, Inc., operating under the name of Mapua University
• Malayan High School of Science, Inc.
• Malayan Securities Corporation
• Malayan Insurance Co., Inc.
• Mapua Information Technology Center, Inc.
• Mico Equities, Inc.
• MJ888 Corporation
• Mona Lisa Development Corporation
• National Teachers College
• Pan Malayan Management & Investment Corporation
• Pan Malayan Realty Corporation
• Philippine Integrated Advertising Agency, Inc.
• RCBC Bankard Services Corporation
• RCBC Forex Corporation
• RCBC Land, Inc.
• RCBC Realty Corporation
• RCBC Securities, Inc.
• RCBC Trust Corporation
• RP Land Development Corporation
• San Lorenzo Ruiz Investment Holdings and Service, Inc.
• PetroEnergy Resources Corporation – AVP, Assistant Corporate Secretary, Compliance Officer, and Alternate Information Officer
Roles in Non-Publicly Listed Company
Corporate Secretary
• PetroGreen Energy Corporation
• PetroSolar Corporation
• PetroWind Energy Inc.
• BuhaWind Energy East Panay Corporation
• BuhaWind Energy Northern Mindoro Corporation
• BuhaWind Energy Northern Luzon Corporation
Assistant Corporate Secretary
• Rizal Green Energy Corporation
• Dagohoy Green Energy Corporation
• San Jose Green Energy Corporation
• Bugallon Green Energy Corporation
• BKS Energy Green Corp.
ATTY. MARIA CARMELA D. HAUTEA
Data Privacy Officer Filipino, 38
Roles in Publicly Listed Company
Current
• PetroEnergy Resources Corporation – Data Privacy Officer
Roles in Non-Publicly Listed Company
Corporate Secretary
• Maibarara Geothermal, Inc.
• Rizal Green Energy Corporation
• Dagohoy Green Energy Corporation
• San Jose Green Energy Corporation
• Bugallon Green Energy Corporation
• BKS Energy Green Corp.
• EcoSolar Energy Corporation
Assistant Corporate Secretary
• PetroGreen Energy Corporation
• PetroWind Energy Inc.
BOARD ATTENDANCE
The record of attendance of the Board of Directors at the Board Meetings, Stockholders’ Meeting, and Board Committee Meetings for the calendar year 2025
*Resigned on September 25, 2025 **Elected on September 25, 2025
on January 26, 2026
Nominees for Election as Members of the Board of Directors for the year 2026-2027:
The following have been nominated to the Board of Directors of the Company for the ensuing year 2026-2027 and have been approved for election by the Corporate Governance Committee at its meeting on April 24, 2026:
1. Mr. Raul M. Leopando – Director
2. Ms. Milagros V. Reyes – Director
3. Mr. Basil L. Ong – Independent Director
4. Mr. Jose Luis F. Gomez – Director
5. Mr. Victor V. Benavidez – Director
6. Ms. Chun Bing G. Uy – Director
7. Mr. Xavier Y. Zialcita – Director
8. Mr. Nicasio I. Alcantara – Director
9. Emmanuel S. Santiago – Independent Director
Nomination and Election of Independent Directors:
Atty. Arturo B. Maulion, a stockholder of record, formally nominated Mr. Emmanuel S. Santiago and Mr. Basil L. Ong as Independent Directors. Atty. Maulion has no relations with the Nominees. (Please see attached Annex “D” for the Certification of Independent Directors).
Assessment by the Corporate Governance Committee on the Qualifications of the Nominees for Directorship
Considering the above, the Corporate Governance Committee passed upon the qualifications of the abovenamed nominees and found no disqualifications in accordance with Rule 38 of Republic Act No. 8799 or otherwise known as the Securities Regulation Code (SRC) and the Company’s Manual on Corporate Governance, and as provided for in the Company’s By-Laws, as amended and approved by the Board of Directors and Stockholders on June 29, 2020, and July 27, 2020, respectively
The Corporate Governance Committee adheres to the criteria and guidelines governing the conduct of the nominations as set forth in the procedures under SRC Rule 38 on the Nomination and Election of Independent Directors, Amended By-Laws, and the Company’s Manual on Corporate Governance.
The Company has adopted SRC Rule 38 and compliance therewith has been made. Only nominees whose names appear on the Final List of Candidates shall be eligible for election as Independent Director. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders’ meeting. An Independent Director is a person who is independent of management and the controlling shareholder, and is free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgement in carrying out his responsibilities as a director. (Please see Annex “D” for the Certification of Independent Director).
The members of the Board of Directors and the Independent Directors are elected at the general meeting of stockholders, who shall hold office for the term of one (1) year or until their successors shall have been elected and qualified.
The Board Committee Members and other Officers of the Company, unless removed by the Board of Directors, shall serve as such until their successors are elected or appointed.
Significant Employees
Other than the aforementioned Directors and Executive Officers identified in the item on Directors and Executive Officers in this Information Statement, there are no other employees of the Company who may have significant influence in the Company’s major and/or strategic planning and decision-making. The Corporation values its human resources. It expects each employee to do his share in achieving the Corporation’s set goals.
Family Relationship
There are no family relationships known to the Company.
Certain Relationships and Related Transactions
(refer to Note 14 of the 2025 Audited Financial Statements)
Related party relationship exists when one party has the ability to control, directly, or indirectly through one or more intermediaries, the other party or exercise significant influence over the other party in making financial and operating decisions. Such relationship also exists between and/or among entities, which are under common control with the reporting enterprises and its key management personnel, directors, or its shareholders. In considering each related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. The Company in its regular conduct of business has entered into the following transactions with related parties consisting of reimbursement of expenses and management and accounting services agreements.
All of the related party transactions disclosed in the Notes to the AFS are required disclosures of the law under the SEC and BIR regulations.
Involvement in Certain Legal Proceedings
For the past five (5) years, none of the Directors or Executive Officers was involved nor has any such officer or director has been involved in any legal cases under the Insolvency Law or the Philippine Revised Penal Code either as defendant or accused, nor has any such officer or director been the subject of any court order, judgment or decree barring, suspending or otherwise limiting him from engaging in the practice of any type of business including those connected with securities trading, investments, insurance or banking activities. As of this report, the Company is not a party to any litigation or arbitration proceedings of material importance, which could be expected to have a material adverse effect on the Company or on the results of its operations. No litigation or claim of material importance is known to be pending or threatened against the Company or any of its properties
As of the record date, to the best of Company’s knowledge, there are no legal proceedings against the directors and executive officers of the Company within the categories described in SRC Rule 12, Part 1V paragraph (A) (4).
Stocks Warrants or Options
No warrants or options were granted to the Directors and Officers from 1999.
Disagreements with the Company
No director has resigned or declined to stand for re-election for the Board of Directors since the date of the annual meeting of security holders due to any disagreement with the Corporation relative to the Corporation’s operations, policies and practices.
Item 6 Compensation of Directors and Executive Officers
Summary Compensation Table (CEO and Top 4 Highest Paid Executive Officer) Name
Milagros V. Reyes
Carlota R. Viray
Atty. Samuel V. Torres Corporate Secretary
Atty. Louie Mark R. Limcolioc Asst. Corporate Secretary
Summary Compensation Table (All Directors as a group)
*all executive officers of the company do not receive any compensation. ** 2026 projected per diem during BOD meetings.
There is no employment contract between the registrant and the Chairman and all others Executive Officers. Director’s per diem is ₱5,000.00 per BOD meeting.
There are no other arrangements pursuant to which any director of the Company was compensated, or is to be compensated, directly or indirectly.
Item 7 Independent Public Accountant
The external auditor of the Corporation is the auditing firm of SyCip Gorres Velayo & Co. (SGV), which was endorsed by the Audit Committee to the Board. The Board approved the endorsement and submitted the same for stockholders’ approval at the scheduled annual meeting of the stockholders. SGV accepted the Company’s nomination for re-election this year.
SGV performed the following audit services for the calendar year ended December 31, 2025 and 2024: 1) the examination of the financial statements of the Company; 2) review of income tax returns; and 3) such other services related to the filing of reports made to the SEC and the Bureau of Internal Revenue (BIR)
The representatives of SGV were consistently present during previous shareholders’ meeting and are expected to attend this year’s stockholders’ meeting to address questions as regards matters for which their services were engaged.
In compliance with SRC Rule 68, Paragraph 3 (b) (1V) (Re: Rotation of External Auditors), Ms. Wenda Lynn M. Loyola’s engagement as signing partner for SGV for the purpose of examining the Company’s 2024 financial statements, did not exceed the five-year term limit. Ms. Wenda Lynn M. Loyola’s engagement as signing partner of SGV for Calendar year 2025 is likewise subject to the approval by the shareholders. A two-year cooling off period shall be observed in the re-engagement of the same signing partner or individual audit.
Disagreements with External Auditors on Accounting and Financial Disclosures
As of December 31, 2025, there were no reported disagreements with Accountants on Accounting and Financial Disclosure.
Audit and audit- related fees
External audit fees amounted to ₱484,870 and ₱423,360 (inclusive of VAT) as of December 31, 2025 and 2024. Said fees are for the audit and review of registrant’s annual financial statements and other services rendered in connection with filing of said financial statements with the government institution such as SEC and BIR.
Aside from those discussed above, there were no other fees incurred for the assurance and other services, such as tax accounting, compliance, advice, planning and any other form of tax services for year end 2025 and 2024
It is the policy of the Company that all audit findings are presented to its Audit Committee which reviews and makes recommendations to the Board on actions to be taken thereon. The Board of Directors of the Company passes upon and approves the Audit Committee/BROC’s recommendations. The Audit/BROC, the Board of Directors and the stockholders of Seafront Resources Corporation approved the engagement of SGV & Co as the Company’s external auditor. The members of the Audit Committee/BROC are as follows:
Nicasio I. Alcantara – Chairman/Independent Director
Basil L. Ong – Member/Independent Director
Ernestine Carmen Jo Villareal-Fernando – Member/Independent Director
Item 8 Compensation Plan
No action is to be taken with respect to any plan pursuant to which cash or non-cash compensation may be paid or distributed.
C. ISSUANCE AND EXCHANGE OF SECURITIES
Item 9 Authorization or Issuance of Securities Otherwise than for Exchange
There is no matter or corporate action to be taken up in the meeting with respect to issuance of securities.
Item 10 Modification or Exchange of Securities No Modification of Outstanding Securities
Item 11 Financial and Other Information
The Audited Financial Statements of the Company is attached as Annex “E”. The Management’s Discussion & Analysis is incorporated in the attached Management Report.
Item 12 Mergers, Consolidation, Acquisition and Similar Matters Not Applicable.
Item 13 Acquisition or Disposition of Property Not Applicable.
Item 14 Restatement of Accounts None.
D. OTHER MATTERS
Item 15 Action with Respect to Reports
a) Approval of the Minutes of the 2025 Annual Shareholders’ Meeting;
The Minutes of 2025 Annual Shareholders’ Meeting reflects the following:
1. Approval of Management Report and the 2025 Audited Financial Statements contained in the 2025 Annual Report
2. Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period 20 June 2024 to 19 June 2025
3. Election of Nine (9) members of the Board of Directors for the year 2025-2026
4. Appointment of External Auditors.
b) Approval of Management Report and the 2025 Audited Financial Statements;
c) Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period 19 June 2025 to 11 June 2026;
1. Constitution of various Committees and Appointment of Chairman and Members: (Organizational Meeting held June 19, 2025). Such as:
Corporate Governance Committee
Chairperson – Ernestine Carmen Jo D. Villareal-Fernando – Independent Director
Members – Nicasio I. Alcantara – Independent Director
– Basil L. Ong – Independent Director
Audit Committee/BROC
Chairperson – Nicasio I. Alcantara – Independent Director
Members – Ernestine Carmen Jo D. Villareal-Fernando – Independent Director
- Basil L. Ong – Independent Director
Corporate Information Officer/ – Atty. Samuel V. Torres
Asst. Corporate Information Officer/ Compliance Officer – Atty. Louie Mark R. Limcolioc Chief Risk Officer – Atty. Arlan P. Profeta Data Privacy Officer – Atty. Maria Carmela D. Hautea
2. Ratification of acts and resolutions of Management and of the Board of Directors as referred to in the Notice of the Annual Meeting refers only to acts and resolutions done in the ordinary course of business and operation of the Company. Ratification is being sought in the interest of transparency and as a matter of customary practice or procedures undertaken at every Annual Meeting of Stockholders of the Company.
There are no other acts and resolutions of Management and of the Board of Directors that need the approval of the stockholders.
d) Election of Nine (9) members of the Board of Directors (including Independent Directors) for the year 20262027
Item 16 Matters Not Required to be Submitted
a) Proof of the required notice of the meeting
b) Proof of the presence of a quorum
Item 17 Amendment of Charter, By-Laws or Other Document
None.
Item 18 Other Proposed Action
None.
Item 19 Voting Procedures
Considering that the Company will dispense with the physical attendance of its stockholders, the Board of Directors has adopted an internal procedure for the voting and participation in the 2026 Annual Stockholders’ Meeting, which covers both electronic voting in absentia and proxy voting. For the detailed steps and guidelines, please see attached Annex “A” Procedures and Requirements for Voting and Participation in the 2026 Annual Stockholders’ Meeting.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this report is true, complete and correct. This report is signed in the City of Pasig on May 6, 2026.
SEAFRONT RESOURCES CORPORATION
By: Corporate Secretary
MANAGEMENT REPORT TO STOCKHOLDERS PART I - BUSINESS AND GENERAL INFORMATION
INCORPORATED HEREIN ARE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF SEAFRONT RESOURCES CORPORTION FOR THE YEAR ENDED DECEMBER 31, 2025 WITH THE CORRESPONDING STATEMENT OF MANAGEMENT RESPONSIBILITY
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
For the last five (5) years, there have been no disagreements with the independent accountants on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure. (Please see discussion on page 15-16 of the Information Statement Item 7 – Independent Public Accountant, Audit and AuditRelated Fees.
Description of Business
Item 1 Business Development
Seafront Resources Corporation (the “Company”) was registered with the Securities and Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996, the Company amended its Articles of Incorporation which provides for the revision of its primary purpose from engaging in the business of oil exploration and production into a holding company and to include oil exploration and production business as one of its secondary purposes.
The Company implemented a quasi-reorganization plan whereby (a) its authorized capital stock was decreased from P800 Million divided into 800 Million shares, to P388 Million divided into 388 Million shares, both at par value of P1; and (b) its issued and subscribed capital stock were decreased from P575 Million to P163 Million applied proportionately for all stockholders. The reduction surplus resulting from the quasi-reorganization was used to offset the Company’s deficit as of December 31, 1997. The quasi-reorganization plan was approved by the SEC on October 5, 1998.
The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.
The Company’s shares of stocks are listed and are currently traded at the Philippine Stock Exchange.
Business of Issuer
A. Investments in Financial Assets at Fair Value through Profit and Loss (FVTPL) (Notes 8 and 14 of the AFS)
The Company maintains a portfolio of investments in stocks traded in the Philippine Stock Exchange and investment in Government Securities. These financial assets at FVTPL are carried at fair value as follows:
B. Investment in Financial Assets at Fair value through other comprehensive income (FVOCI) (Notes 8 and 15 of the AFS)
Financial assets at FVOCI consist of quoted and unquoted shares of stock held for long-term investment purposes and are carried at fair value. The carrying values of these investments are as follows:
Listed equity securities:
equity
Investment in HEDC
On January 31, 1997, the Company entered into a ProjectShareholders’ Agreement with five (5) other companies led by Investment and Capital Corporation of the Philippines (ICCP) and Penta Capital Investment Corporation (PCIC) to develop 500 to 600 hectares of raw land in Hermosa, Bataan into a new township consisting of industrial estates, residential communities, a golf and country club and a commercial center.
The fair value of investment in HEDC is determined using the adjusted net asset value method wherein the assets of HEDC consisting mainly of parcels of land are adjusted from cost to its fair value. The valuation of the parcels of land was performed by Cuervo Appraisers, Inc., an SEC-accredited independent valuer as at December 31, 2025 and 2024. This measurement falls under Level 3 in the fair value hierarchy.
On July 8, 2025, the Company sold its 11.33% equity interest without recycling, equivalent to one (1) million common shares. The shares were sold to Science Park of the Philippines, Inc., Regatta Holdings, Inc. and Asset Growth Inc.
Fair value measurement disclosures for the determination of fair value of unquoted equity securities are provided in Note 15 of the AFS.
Transaction with and/or dependence on related parties
Not applicable
Percentage of sale or revenue and net income contributed by foreign sales
Revenues which are mainly from the unrealized gains on market value changes of FVPL, interest income, dividend and rental income are denominated in Pesos. There are no revenues from foreign sales.
Total number of employees
The Company has no employees; PERC provides administrative, accounting and legal services to the Company. The Company does not anticipate any special undertaking that would warrant hiring some people for regular employment.
Competition
The Company itself has no competitor because it is a holding company.
Patent, trade, copyright, licenses and etc.
The Company has no existing patents, trademarks, copyrights, licenses, franchises, concessions or royalty agreements.
Research and development activities
No amount of money was spent for development activities for the last three fiscal years. The Company does not intend to acquire additional properties in the next twelve (12) months. However, the Company can sustain its need for operating expenses in the ordinary course of business. The Company is also exploring opportunities in the energy sector as a potential avenue for new investments.
Products
The Company has its investments in stocks (as discussed in the “Business of the Issuer”) as its principal product. Total revenue as of December 31, 2025 amounted to P12 293 million, bulk of which is from the interest income from the money market placements and net gain on fair value changes on financial assets at FVTPL. Other than discussed, the Company has no principal product which contributes 10% or more to sales or revenues. No government approval is needed for its principal product.
Risk Factors
Political, Economic and Legal Risks Affecting the Philippines
The Philippines has, from time to time, experienced military instability, mass demonstrations, and similar occurrences, which have led to political instability. The country has also experienced periods of slow growth, high inflation and significant depreciation of the Peso. The regional economic crisis which started in 1997 negatively affected the Philippine economy resulting in the decline of the Peso, higher interest rate, increased unemployment, greater volatility and lower value of the stock market, lower credit rating of the country and the reduction of the country’s foreign currency reserves. There has also been growing concerns about the unrestrained judicial intervention in major infrastructure project of the government. There is no assurance that the political environment in the Philippines will be stable and that current or future governments will adopt economic policies conducive to sustained economic growth.
On February 28, 2026, the United States of America and Israel attacked Iran after weeks of military buildup and threats from President Trump. Large-scale strikes targeted Iranian military assets and the Islamic Republic’s top leadership, killing Supreme Leader Ayatollah Ali Khamenei. Tehran’s Assembly of Experts appointed Ali Khamenei’s son, Mojtaba Khamenei, to succeed him. Iran has retaliated by targeting U.S. military facilities in the region, Israel, and energy and civilian infrastructure in the Gulf states. Israel launched a military offensive into southern Lebanon after Hezbollah fired rockets at Israeli territory, while the Iran-backed Houthis in Yemen launched ballistic missiles at Israel both in solidarity with Iran amid the broader regional war. The attack quickly escalated into a regional war with widespread ramifications for critical supply chains and humanitarian aid. Iran’s effective closure of the Strait of Hormuz has caused a global energy shock, prompting the International Energy Agency to release four hundred million barrels from its strategic reserve. (Source:https://www.cfr.org/globalconflict-tracker/conflict/confrontation-between-united-states-and-iran)
The closure of the Strait of Hormuz is causing massive disruptions to fuel supply, resulting in record-high pump prices in the Philippines. This has triggered high inflation, affecting transportation, agriculture, and increasing electricity rates. The conflict is expected to drag down economic growth, with projections suggesting a slump below 3% in the second quarter of 2026 due to reduced consumer spending and business activity.
On March 24, 2026, President Ferdinand Marcos, Jr. signed Executive Order No. 110, declaring a State of National Energy Emergency in the Philippines for one year due to severe disruptions in global fuel supplies caused by the Middle East hostilities. This action authorizes government-wide measures to stabilize energy supplies, protect consumers from price spikes, and prevent hoarding.
The general political situation mentioned above and the state of the economy of the Philippines may influence the growth and profitability of the Company. Any future political or economic instability in the country and in the region may have a negative effect on the financial results of the Company.
Equity Partnership Risk
The Company may enter into equity partnerships or joint venture arrangements as part of its strategic initiatives, including potential investments in the energy sector. Such arrangements expose the Company to risks associated with shared ownership and management, including but not limited to differences in business objectives, strategic priorities, and governance practices among partners.
The Company previously entered into a Project Shareholders’ Agreement with five other companies, led by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation, for the development of approximately 500–600 hectares of raw land in Hermosa, Bataan into an integrated township comprising industrial estates, residential communities, a golf and country club, and a commercial center.
However, the Project Shareholders’ Agreement has since been terminated, and the Company has fully divested its shares in the project. As such, the equity partnership risks previously associated with the arrangement including potential conflicts of interest, non-fulfillment of obligations by partners, and financial difficulties are no longer applicable.
Moving forward, the Company is exploring potential investments in the energy sector, which may present a different set of risks and opportunities.
Financial Risk Management Objectives and Policies (Note 15 of AFS)
The Company’s financial instruments is composed of cash and cash equivalents, receivables, financial assets, accounts payable and accrued expenses and subscriptions payable. The main purpose of these financial instruments is to fund its own operations and capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee/BROC meets regularly and exercises oversight role in managing these risks
Financial Risks
The main financial risks arising from the Company’s financial instruments are liquidity risk, market risk and credit risk.
a. Liquidity Risk
Liquidity risk is the risk that the Company is unable to meet its financial obligation when due. The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. Investments in unquoted equity securities classified as financial assets at FVOCI amounted to nil and P =603.07 million, as of December 31, 2025 and 2024, respectively.
The Company monitors its cash position and overall liquidity position in assessing its exposure to liquidity risk. The Company maintains a level of cash and cash equivalents deemed sufficient to finance operations and to mitigate the effects of fluctuation in cash flows.
The Company’s accounts payable and accrued expenses are all settled on a monthly basis.
Please refer to Note 15 of the AFS for the maturity profile of the Company’s financial assets and liabilities.
b.
Market Risk
Market risk is the risk of loss on future earnings, on fair values or on future cash flows that may result from changes in market prices. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. The Company’s market risk emanates from its holdings in debt and equity securities.
The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entityspecific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline in its portfolio of equity securities, the Company readily disposes or trades the securities for replacement with more viable and less risky investments.
Equity Price Risk
The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entityspecific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline in its portfolio of equity securities, the Company readily disposes or trades the securities for replacement with more viable and less risky investments.
Such investment securities are subject to price risk due to changes in market values of instruments arising either from factors specific to individual instruments or their issuers, or factors affecting all instruments traded in the market.
Interest Rate Risk
The Company’s exposure to market risk for changes in fixed interest rates relates primarily to the Company’s money market placements and debt securities.
There is no other impact on the Company’s equity other than those already affecting net income.
c. Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. With respect to credit risk arising from cash and cash equivalents, receivables, financial assets at FVTPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its credit risk on these assets by dealing only with reputable counterparties.
For cash and cash equivalents, the Company applies the low credit risk simplification where the Company measures the ECLs on a 12-month basis based on the probability of default and loss given default which are publicly available. The Company also evaluates the credit rating of the bank and other financial institutions to determine whether the debt instrument has significantly increased in credit risk and to estimate ECLs.
The Company considers its cash and cash equivalents as high grade since these are placed in financial institutions of high credit standing. Accordingly, ECLs relating to these debt instruments rounds to nil.
The Company’s receivables are aged current as of December 31, 2025 and 2024 No receivables are considered credit-impaired.
As of December 31, 2025 and 2024, the carrying values of the Company’s financial instruments represent maximum exposure as of reporting date.
Please refer to Note 15 of the 2025 AFS for the maximum credit risk exposures on the financial instruments.
Item 2 Capital Management (Note 16 of the AFS)
The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders’ value.
The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares.
The Company monitors capital using a debt-to-equity ratio, which is total debt divided by total equity. The Company includes within total debt its accounts payable and accrued expenses and subscriptions payable. Total equity includes capital stock, net unrealized gains (losses) on financial assets at FVOCI and retained earnings
The Company has no externally imposed capital requirements as of December 31, 2025 and 2024
Please refer to Note 16 of the AFS for the table of the debt-to-equity ratios of the Company as of December 31, 2025 and 2024, respectively:
There were no changes in the objectives, policies or processes for the years ended December 31, 2025 and 2024.
Item 3 Legal Proceedings
There are no pending legal proceedings to which the Company is party or which any of its property is the subject.
Item 4 Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.
Item 5 Market for Registrant’s Common Equity and Related Stockholders Matters
a) Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters
a. Market Information
Stock Market Price and Dividend on Registrant’s Common Equity (last 2 years).
The Company’s common equity is traded in the Philippine Stock Exchange (PSE)
2. Holders
As of April 30, 2026, the Company has 4,638 stockholders.
Hereunder is the list of the top 20 Stockholders as of 30 April 2026:
b. The corporate acts of PMMIC are carried out by its Board of Directors and Management. Ms. Michelle Y. Dee is the President of the Company.
c. The corporate acts of R P Land Development Corporation are carried out by its Board of Directors and Management. Ms. Elena F. Trajano is the current President and CEO of the Company.
3. Dividends
In accordance with the RCC, the Company intends to declare dividends (either in cash or stock or both) in the future. Shareholders of the Company are entitled to receive a proportionate share in cash dividends that may be declared by the Board of Directors out of surplus profits derived from the Company’s operations. The same right exists with respect to a stock dividend, the declaration of which is subject to the approval of stockholders representing at least two-thirds (2/3) of the outstanding shares entitled to vote. The amount of dividend will depend on the Company’s profits and its capital expenditure and investment requirements at the relevant time. The Company did not declare any cash or stock dividends in the last two (2) fiscal years 2024 and 2025 The last stock dividend (15%) was paid in 1997. Prior to 1997, the last cash/stock dividend paid was in 1990.
4. Recent sale of Unregistered Securities
There was no sale of unregistered securities for the past three years.
5. Minimum Public Ownership
The Company is compliant with the required Minimum Public Ownership of at least 20% of the total issued and outstanding capital stock, as mandated by Section 3, Article XVlll of the Continuing Listing Requirements of the Listing and Disclosure Rules. As of December 31, 2025, the Company’s public float was 81.30%.
b) Description of Registrant`s Securities
1) Common Stock
The details of the Company’s capital stock are as follows:
- (₱1.00 par value) Issued and outstanding
6. Debt Securities - Not Applicable
7. Stock Options - Not Applicable
PART III - FINANCIAL INFORMATION
Item 6 Management’s Discussion and Analysis or Plan of Operation
Management’s Discussion and Analysis of Financial Conditions and Results of Operations
1. Results of Operations (For the quarter ended March 31, 2026 and March 31, 2025)
Please refer to the First Quarter Report, Item 2 (pp. 29-30), for the comparable discussion in order to assess material changes as of March 31, 2026.
2. Financial Condition (March 31, 2026 versus March 31, 2025 and March 31, 2026 versus December 31, 2025)
Please refer to the First Quarter Report, Item 2 (pp. 28–29, pp. 30-31), for the comparable discussion in order to assess material changes as of March 31, 2026.
3. Financial Condition (As of December 31, 2025 and 2024)
ASSETS
LIABILITIES AND EQUITY
Total assets amounted to ₱465.452 million and ₱771.343 million as of December 31, 2025 and December 31, 2024, respectively.
The Company’s cash and cash equivalents amounted to ₱384.968 million and ₱16.824 million as of December 31, 2025 and 2024, respectively. The 2188.24% net increase is came from the proceeds of sale of equity investment in HEDC and maturity of the Notes Receivable.
Financial assets at FVPTL amounted to ₱30.768 million from ₱29.739 million as of December 31, 2025 and as of December 31, 2024, respectively. The 3.46% net increase is due to upward movement of market values of investments in stocks traded at PSE.
Receivables account as of December 31, 2025 amounted to ₱1.992 million compared to ₱1.975 million as of December 31, 2024. The 0.87% net increase mainly refers to interest receivable from money market placements (MMPs) and dividend receivable from various stock investments during the period.
Notes receivable as of December 31, 2024 amounted to P =100 million refers to the 362-day tenor promissory note through RCBC Capital Corporation. The maturity of this investment occurred on April 29, 2025.
Other current assets consist of prepayments and prepaid taxes. This amounted to ₱0.612 million and ₱0.585 million as of December 31, 2025 and 2024, respectively. The 4.69% net increase mainly represents additional prepaid expense related to website subscription recorded during the period.
Financial assets at FVOCI account as of December 31, 2025 amounted to ₱20.576 million as compared with December 31, 2024 of ₱620.911 million. The net decrease is mainly due to the sale of investment in HEDC.
Accounts payable and accrued expenses amounted to ₱0.774 million and ₱0.822 million as of December 31, 2025 and December 31, 2024, respectively. The 5.90% net decrease is attributable to settlement of payables during the year.
Other noncurrent assets amounted to ₱25.000 million as of December 31, 2025 representing the remaining balance of the purchase price from the Company’s sale of its investment in HEDC.
Deferred tax liability amounting ₱74.670 million as of December 31, 2024 The 100% decrease is due to the sale of the Company’s investment in HEDC.
Total stockholders’ equity as of December 31, 2025 is ₱464.678 million or ₱2.85 book value per share as compared with last year’s ₱695.851 million or ₱4.27 book value per share. The 33.22% decrease is due to the disposal of investment in HEDC.
4. Results of Operations (For the years ended December 31, 2025, 2024 and 2023)
The Company posted a net income of ₱6.241 million or ₱0.0383 earnings per share as of December 31, 2025 as compared with the net loss of ₱3.105 million or ₱0.0190 loss per share as of December 31, 2024.
Interest income amounted to ₱10.137 million and ₱6.928 million as of December 31, 2025 and December 31, 2024, respectively. The increase is primarily attributable to a significant increase in cash balances following the sale of investment in HEDC during the year.
Dividend income amounted to ₱0.928 million and ₱0.551 million as of December 31, 2025 and December 31, 2024, respectively. The 68.25% increase refers to higher declared dividends from investments during the year.
The Company’s net gain on fair value changes on financial assets at FVTPL amounted to ₱1.029 million and net loss of ₱8.368 million as of December 31, 2025 and December 31, 2024, respectively. The increase pertains to the upward movements in market value of the investments in stocks traded at the PSE during the year.
Provision for income tax refers to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax.
5
Financial Condition (As of December 31, 2024 and 2023)
Total assets amounted to ₱771.343 million and ₱667.405 million as of December 31, 2024 and December 31, 2023, respectively.
The Company’s cash and cash equivalents amounted to ₱16.824 million and ₱111.061 million as of December 31, 2024 and 2023, respectively. The 84.85% net decrease was due to the placement of ₱100MM 362 day notes through RCBC Capital Corporation at 8% interest per annum. This is covered by a promissory note and recorded under notes receivable account.
Receivables account as of December 31, 2024 amounted to ₱1.975 million compared to ₱1.854 million as of December 31, 2023. The 6.52% net increase mainly refers to interest receivable from money market placements (MMPs) and dividend receivable from various stock investments during the period.
Financial assets at FVPTL amounted to ₱29.739 million from ₱38.107 million as of December 31, 2024 and as of December 31, 2023, respectively. The 21.96% net decrease is due to downward movement of market values of investments in stocks traded at PSE.
Other current assets consist of prepayments and prepaid taxes. This amounted to ₱0.585 million and ₱0.509 million as of December 31, 2024 and 2023, respectively. The 14.81% net increase in this account mainly represents additional input taxes recorded during the period.
Financial assets at FVOCI account as of December 31, 2024 amounted to ₱620.911 million as compared with December 31, 2023 of ₱514.706 million. The net increase pertains to the upward adjustment of the fair value of the investment in HEDC. (please refer to Note 8 of the 2024 AFS).
Accounts payable and accrued expenses amounted to ₱0.822 million and ₱0.984 million as of December 31, 2024 and December 31, 2023, respectively. The 16.43% net decrease is attributable to settlement of payables during the year.
The Company recognized deferred tax liability amounting to ₱74.670 million and ₱58.589 million as of December 31, 2024 and 2023, respectively. The increase is due to the adjustment in the set-up of deferred tax liability associated with the increase in the fair value of the investment in HEDC.
Total stockholders’ equity as of December 31, 2024 is ₱695.850 million or ₱4.27 book value per share as compared with last year’s ₱607.832 million or ₱3.73 book value per share.
6. Results of Operations (For the years ended December 31, 2024 and 2023)
The Company posted a net loss of ₱3.105 million or ₱0.0190 loss per share as of December 31, 2024 as compared with the net income of ₱3.967 million or ₱0.0243 earnings per share as of December 31, 2023.
Interest income amounted to ₱6.928 million and ₱4.271 million as of December 31, 2024 and December 31, 2023, respectively. The increase is attributable to higher interest rates from MMPs and notes receivable during the year.
Dividend income amounted to ₱0.551 million and ₱0.696 million as of December 31, 2024 and December 31, 2023, respectively. The 20.83% decrease refers to lower cash dividends received from investments during the year.
The Company’s net loss on fair value changes on financial assets at FVTPL amounted to ₱8.368 million and net gain of ₱1.279 million as of December 31, 2024 and December 31, 2023, respectively. The decrease pertains to the downward movements in market value of the investments in stocks traded at the PSE during the year.
Provision for income tax refers to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The increase from last year’s provision is mainly due to lower MCIT rate as prescribed in CREATE law.
7. Financial
Conditions (As of December 31, 2023 and 2022)
Total assets amounted to ₱667.405 million and ₱679.336 million as of December 31, 2023 and December 31, 2022, respectively.
The Company’s cash and cash equivalents amounted to ₱111.061 million and ₱99.386 million as of December 31, 2023 and 2022, respectively. The 11.75% net increase was due to the cash proceeds from sale of 2,507,604 Benguet Corp.’s shares at ₱4.45/share in October 2023.
Financial assets at fair value through profit or loss amounted to ₱38.107 million from ₱36.828 million as of December 31, 2023 and as of December 31, 2022, respectively. The 3.47% net increase is due to slight recovery in market values of investments in stocks traded at PSE.
The 73.98% net increase in receivables mainly pertains to interest receivable from MMPs, special CASA and dividend receivable from various stock investments during the period.
Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to ₱1.677 million and ₱1.446 million as of December 31, 2023 and 2022, respectively. The 15.92% net increase in this account mainly represents additional input taxes recorded during the period.
Financial assets at fair value through other comprehensive income (FVOCI) account as of December 31, 2023 amounted to ₱514.706 million as compared with December 31, 2022 of ₱540.609 million. The net decrease pertains to the downward adjustment of the fair value of the investment in HEDC and sale of investment in Benguet Corp. (please refer to Note 8 of the 2022 AFS).
Accounts payable and accrued expenses amounted to ₱0.984 million and ₱1.138 million as of December 31, 2023 and December 31, 2022, respectively. The 13.52% net decrease is attributable to settlement of payables during the year.
The Company recognized deferred tax liability amounting to ₱58.589 million and ₱61.185 million as of December 31, 2023 and 2022, respectively. The decrease is due to the adjustment in the set-up of tax liability associated with the decrease in the fair value of the investment in HEDC.
Total stockholders’ equity as of December 31, 2023 is ₱607.832 million or ₱3.73 book value per share as compared with last year’s ₱617.013 million or ₱3.79 book value per share.
8. Results of Operations (For the years ended December 31, 2023 and 2022)
The Company posted a net income of ₱3.967 million or ₱0.024 earnings per share as of December 31, 2023 as compared with ₱1.212 million or ₱0.007 earnings per share as of December 31, 2022.
Interest income amounted to ₱4.271 million and ₱1.681 million as of December 31, 2023 and December 31, 2022, respectively. The increase is attributable to higher cash balance and average interest rates from MMPs and special CASA as of December 31, 2023.
Net unrealized gain on fair value changes on financial assets at FVTPL amounted to ₱1.279 million and ₱0.716 million as of December 31, 2023 and December 31, 2022, respectively. The slight increase is mainly due to the recovery of the investments in stocks traded at the PSE.
Dividend income amounted to ₱0.696 million and ₱0.419 million as of December 31, 2023 and December 31, 2022, respectively. The increase refers to cash dividends from various stock investments. Bulk of the increase in the general and administrative expenses is due to expenses paid for advertisement, directors’ fees and management fees.
Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The decrease from December 31, 2022 provision is mainly due to lower MCIT rate as prescribed in CREATE law.
Key Performance Indicators (KPI)
Below are the financial ratios that are relevant to the Company for the years ended December 31, 2025 and 2024:
Plan of Operations
A. Investment in AFS not traded in the market (Investment in HEDC)
On May 8, 2025, the BOD approved the sale of the Company’s entire 11.33% equity interest in HEDC.
The Company sold the same for a total consideration of P =325 million to existing stockholders of HEDC on July 8, 2025
B. Investment in Financial Assets at FVTPL and FVOCI traded in the market
The Company will continue to closely monitor the prices of its securities as well as those specific factors which could directly or indirectly affect the prices of these instruments. Because such investments are subject to price risk due to changes in market values, an expected decline in the portfolio will prompt the Company to dispose or trade the securities for replacement with more viable and less risky investments in the future.
With the Company’s current cash position, it can sustain its needs for its operating expenses. Thus, it does not intend to raise additional funds.
Liquidity management
The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company.
As of December 31, 2024, the Company’s investment in unquoted securities classified under financial assets at FVOCI amounted to ₱603.068 million; by December 31, 2025, the Company had fully disposed of its investments in shares of stock not listed on the Philippine Stock Exchange.
Management of liquidity requires a flow and stock perspective. Constraints such as political environment, taxation, foreign exchange, interest rates and other environmental factors can impose significant restrictions on firms in management of their financial liquidity.
Seafront has considered the above factors and paid special attention to its cash flow management. The Company identifies all its cash requirements for a certain period and invests unrestricted funds to maximize interest earnings, i.e. money market placements and placement in promissory note.
Commitments
On July 8, 2025, the Company sold its 11.33% equity interest in HEDC at an agreed purchase price of ₱325 million consisting of ₱300 million in upfront payment in cash and ₱25 million through an earnout arrangement based on HEDC’s future dividend declarations HEDC’s ability to declare dividends will affect the Company’s ability to collect the ₱25 million receivable.
The Company has no events during the reporting period that would trigger direct or contingent financial obligations material to the Company, nor any defaults or accelerations of obligations.
The Company has no material off-balance sheet transactions, arrangements, obligations, or relationships with unconsolidated entities as of and during the reporting period.
As of March 31, 2026, the Company has no material commitments for capital expenditures. Should such commitments arise, they will be funded through internally generated cash flows and/or available credit facilities.
Other than this, there are no other known trends, demands, commitments, events or uncertainties that will have material impact on the Company’s liquidity.
No significant elements of income or loss from continuing operations outside the ordinary course of business were recorded during the reporting period.
The Company’s operations are not subject to seasonal fluctuations that materially affect the financial statements.
Item 7 - Financial Statements
The 2025 AFS of the Company are incorporated herein by reference. The schedules listed in the accompanying index to Supplementary Schedules are filed as part of this Form 17-A.
Item
8 - Changes in and Disagreements with External Auditors on Accounting and Financial Disclosure
Information on Independent Auditor
The external auditor of the Corporation is the auditing firm SyCip Gorres Velayo & Co. (SGV). The same auditing firm has been endorsed by the Audit Committee to the Board. The Board, in turn, approved the endorsement and will nominate the reappointment of the said auditing firm for the stockholders’ approval at the scheduled annual stockholders’ meeting. The said auditing firm has accepted the Company’s invitation to stand for re-election this year.
Audit services of SGV for the calendar year ended December 31, 2025 cover the examination of the financial statements of the Company, review of income tax returns and other services related to filing of reports made with the Securities and Exchange Commission and Bureau of Internal Revenue.
Pursuant to SRC Rule 68 Paragraph 3 (b) (1V) (Re: Rotation of External Auditors), the Company has not engaged Ms. Wenda Lynn M. Loyola, partner of SGV & Co., for more than five (5) years. She was engaged by the Company for examination of the Company’s 2025 AFS.
The company is compliant with the Rotation requirement of its external auditor’s certifying partner as required under SRC Rule 68 (3)(b) (1V). A two-year cooling off period shall be observed in the re-engagement of same signing partner or individual auditor.
Disagreements with External Auditors on Accounting and Financial Disclosures
As of December 31, 2025, there are no disagreements with Accountants on Accounting and Financial Disclosure.
Audit and audit- related fees
External audit fees amounted to ₱484,870 and ₱423,360 (inclusive of VAT) as of December 31, 2025 and 2024 Said fees are for the audit and review of registrant’s annual financial statements and other services rendered in connection with filing of said financial statements with the government institution such as SEC and BIR.
There were no fees paid or accrued for the last two years relative to tax accounting, compliance, advice, planning and any other form of tax services.
The Audit Committee approved the above fees based on the services rendered and the amount paid from the previous year’s audit.
It is the policy of the company that all audit findings are presented to its Audit Committee which reviews and make recommendations to the Board on actions to be taken thereon. The Board of Directors of the Company passes upon and approves the Audit Committee’s recommendations. The members of the Audit Committee are as follows:
Nicasio I. Alcantara – Chairman/Independent Director Basil L. Ong – Member/Independent Director Ernestine Carmen Jo Villareal-Fernando – Member/Independent Director
PART IV – MANAGEMENT AND CERTAIN SECURITY HOLDERS
Please refer to page 8 to page 12 of the Information Statement for the discussion on the identity of each of the Company’s directors and executive officers, their principal occupation or employment, the name of the principal business of any organization by which such directors and executive officers are employed.
PART V – CORPORATE GOVERNANCE
Compliance with Leading Practices on Corporate Governance
a. Evaluation System to Determine Compliance with Manual of Corporate Governance – The Company’s Board of Directors and Management substantially adheres to and complies with the principles and best practices contained in its Manual of Corporate Governance. The Company is adopting the Integrated Annual Corporate Governance Report, pursuant to the Code of Corporate Governance for Publicly-listed Companies (CG Code for PLCs), as an evaluation system for the Company to measure or determine the level of compliance of the Board of Directors and top management with its Manual of Corporate Governance.
b. Measures Undertaken/to be undertaken to Comply with Leading Practices on Corporate Governance – Among the measures undertaken/to be undertaken to comply the Company’s Manual of Corporate Governance, are as follows:
1. The attendance of each Director in the scheduled meetings of the Board of Directors is monitored and recorded
2. The Company has Audit/Board Risk Oversight Committee (BROC) and Corporate Governance Committee under the CG Code for PLCs.
3. The financial reports and reports of operations are thoroughly reviewed by the external auditor before these are released to shareholders, the SEC and PSE.
c. Deviation from the Company’s Manual of Corporate Governance - There is no deviation from the Company’s Manual of Corporate Governance.
d. Plan to Improve Corporate Governance – The Company updated its Manual as mandated by SEC Memorandum Circular No. 19, series of 2016, based on the CG Code for PLCs and will, as far as they are practicable and relevant to the Company, adopt the recommendations therein. The Company will likewise accomplish and submit the Integrated Annual Corporate Governance Report.
General Notes to Financial Statements
1. Assets subject to Lien and Restrictions on Sales of Assets
As of December 31, 2025, there were no assets mortgaged, pledged or otherwise subject to lien.
2. Subsequent Events
There were no subsequent events that required adjustments on the December 31, 2025 Audited Financial Statements.
3. Defaults - None
4. The following are not applicable in the preparation of this report.
a. Adjustments made that lead to the revenue recognition but which adjustments cannot be properly supported.
b. Changes in estimates without proper disclosure which have the impact of improving results of operations.
c. Non-application or misapplication of accounting principles and standards, misstatements, omissions, etc.
d. Other cases involving accounting and auditing matters resulting to possible concealment of a fraud or the creation of a risk for the commission of fraud.
5. Schedule of Receivable account – please refer to Note 9 of the 2025 AFS
6. Breakdown of Accounts payable and accrued expenses
7. As of December 31, 2025, the Corporation has no receivables from any officer, directors, employees and principal stockholders.
8. The Company has no liability guaranteed by others.
9. There were no assets pledged against secured liabilities.
UNDERTAKING TO PROVIDE ANNUAL REPORT
UPON THE WRITTEN REQUEST OF THE STOCKHOLDERS, THE COMPANY UNDERTAKES TO FURNISH SAID STOCKHOLDER WITH A COPY OF SEC FORM 17-A FREE OF CHARGE. ANY WRITTEN REQUEST FOR A COPY OF SEC FORM-17A SHALL BE ADDRESSED TO THE FOLLOWING:
Office of the Corporate Secretary
SEAFRONT RESOURCES CORPORATION
7th Floor, JMT Building, ADB Avenue Ortigas Center, Pasig City
Pursuant to the requirements of the Securities Regulation Code, the Issuer has duly caused this report to sign on its behalf by the undersigned hereunto duly authorized, this May 6, 2026 in Pasig City
SEAFRONT RESOURCES CORPORATION Issuer
By: Corporate Secretary
REPUBLIC
OF THE PHILIPPINES) PASIG CITY ) S.S.
SECRETARY'S CERTIFICATE
l, SAMUEL V. TORRES, Corporate Secretary of SEAFRONT RESOURCES CORPORATION ("Corporation"), with office address at 16th Floor, Yuchengco Tower ll, RCBC Plaza, 6819 Ayala Avenue, Makati City, do hereby certify that:
1. I am duly elected Corporate Secretary of Seafront Resources Corporation ("the Corporation"), a corporation registered and existing under and by virtue of the laws of the Republic of the Philippines, with principal office at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.
2. I hereby certify that to the best of my knowledge, none of the nominated Directors of the Corporation works or is connected with the Government of the Republic of the Philippines.
lN WfTNESS WHEREOF, I have hereunto set my hand this April 24,2026 in Pasig City' Metro Manila, Philippines
fuztd--
FAMUEL V. TORRES Corporate Seqetary
(
SUBSCRIBED AND SWORN to before me this April 24,2026, afiiant exhibiting to me his Passport bearingnumbet P2022842C, validuntil 13 October 2032 and issued in DFA Manila, as competent evidence of his identity.
Doc. No: 42; Page No. 10; Book No. Vlll; Series of 2026. /mdr
A^ r' ll nt / dt y t/ytttA-/ n MABTAUTfrME!"q D. HAUTEA
Appointmenr Nunlqq 1 62 12025-2026j Norary Public foillhe Cityof Pasig and the Municipa{ily of Pateros Conrmissio,) Expiros on December 3l, 2026 7F, JMT Btdg., ADB Ave., Ortigas Center, Pastg City
Rolt otAttomeys No. 66585
MCLE Compliance No. Vll-0016267
l8P No. 491458/01'01 -2025/RSl'4
PTR No. 101 -09-2026/Pasig Ciry
SEAFRONT RESOURCES CORPORATION
Procedures and Requirements for Voting and Participation in the 2026 Annual
Stockholders’ Meeting
Seafront Resources Corporation (the “Company”) will dispense with the physical attendance of its stockholders for the 2026 Annual Stockholders’ Meeting (ASM). Instead, the Company will conduct the 2026 ASM scheduled on June 11, 2026 at 3:30 PM by remote communication and will conduct electronic voting in absentia.
Only stockholders of record as of April 24, 2026 are entitled to participate and vote in the 2026 ASM.
The Company has adopted the following procedures and requirements to enable its stockholders to participate and vote in the 2026 ASM:
I. ONLINE REGISTRATION STEPS AND REQUIREMENTS
A. Stockholders may register from 9:00 AM of May 25, 2026 until 5:00 PM of June 1, 2026 to signify his/her/its intention to participate in the 2026 ASM by remote communication. The registration steps and requirements are available through the following link: https://www.seafrontresources.com.ph/#!/InvestorRelations
B. To register, stockholders shall submit the following requirements to the Office of the Corporate Secretary via email at corpaffairs@seafrontresources.com.ph:
B.1.For Individual Stockholders:
(i) Scanned valid government issued identification card;
(ii) Valid email address and active contact number;
B.2. For Stockholders with Joint Accounts:
(i) Authorization letter signed by all stockholders indicating the name of the person authorized to cast the votes;
(ii) Valid email address and active contact number of the authorized stockholder;
(iii) Scanned copy of valid government-issued identification card of the authorized stockholder;
B.3.For Stockholders under PCD Participant/Brokers Account or holding ‘Scripless Shares’:
(i) Broker’s Certification on the stockholder’s number of shareholdings;
(ii) Valid email address and active contact number of the stockholder; (iii) Scanned copy of valid government-issued identification card of stockholder; and
B.4.For Corporate Stockholders:
(i) Secretary’s Certificate attesting to the authority of the representative to vote the shares on behalf of the corporate stockholder;
(ii) Valid email address and active contact number of authorized representative; and (iii) Valid government-issued identification card of authorized representative.
C. The documents submitted will then be verified by the Office of the Corporate Secretary with the assistance of the Stock Transfer Agent. The validation process will be completed by the Company no later than three (3) business days from the stockholder’s receipt of an email from the Company acknowledging receipt of the stockholder’s registration documents. Once validated, the stockholder will receive an email that his/her/its account has been verified and shall be provided instructions for the stockholder’s access to the Company’s electronic voting and to access the ASM livestreaming link
II. ELECTRONIC VOTING IN ABSENTIA
A. Duly registered stockholders have the option to vote for the matters contained in the agenda for the 2026 ASM through electronic voting in absentia (ANNEX “B”). The deadline for registration is 5:00 PM of June 1, 2026 Beyond this date, stockholders may no longer avail of the option to electronically vote in absentia.
B. After verification, the Company shall send a ballot to the registered stockholder through his/her/its e-mail address which shall contain all the agenda items for approval as indicated in the Notice of Meeting and the registered stockholder may vote as follows:
(1) For items other than Election of Directors, the registered stockholder has the option to vote: In Favor of, Against, or Abstain. The vote is considered cast for all the registered stockholder’s shares.
(2) For the Election of Directors, the registered stockholder may vote for all nominees, not vote for any of the nominees, or vote for some nominees only, in such number of shares as preferred by the stockholder, provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of directors to be elected. The total number of votes the stockholder is allowed to cast shall be based on the number of shares he/she or it owns.
(3) Once voting on the agenda items is finished, the stockholder can proceed to submit the accomplished ballot via email to corpaffairs@seafrontresources.com.ph
(4) After the ballot has been submitted, the stockholder may no longer change his/her vote. The stockholder will receive a confirmation email that his/her/its vote has been recorded.
C. Thereafter, the Office of the Corporate Secretary, shall tabulate all valid and confirmed votes cast through electronic voting, together with the votes through proxies.
D. Registered stockholders shall have until 5:00 PM of June 1, 2026 to cast their votes in absentia. Stockholders will not be allowed to cast votes during the livestream of the 2026 ASM.
III. VOTING BY PROXY
A. For individual stockholders holding certificated shares of the Company – Download the proxy (ANNEX “C”) form that is available at https://www.seafrontresources.com.ph/#!/Investor-Relations
B. For stockholders holding ‘scripless’ shares, or shares held under a PCD Participant/Broker – Download the proxy form that is available at https://www.seafrontresources.com.ph/#!/Investor-Relations Stockholders are advised to coordinate with their brokers first for the execution of this type of proxy.
C. For corporate stockholders - Download the proxy form that is available at https://www.seafrontresources.com.ph/#!/Investor-Relations. A copy of the duly signed and notarized Secretary’s Certificate must be submitted together with the proxy form.
D. General Instructions on Voting by Proxy:
(1) Download and fill up the appropriate proxy form. Follow the instructions on how to cumulate or allocate votes in the election of directors.
(2) Send the scanned copy of the duly executed proxy form via email to corporate secretary via corpaffairs@seafrontresources.com.ph or submit the original proxy form to the Office of the Corporate Secretary at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.
(3) Deadline for the submission of proxies is at 5:00 PM of June 1, 2026
(4) Validation of proxies will be on June 1, 2026
(5) If a stockholder avails of the option to cast his/her vote electronically in absentia and also issues proxy votes with differing instructions, the duly accomplished ballots sent through e-mail shall replace the proxy votes issued by the stockholder.
IV. PARTICIPATION BY REMOTE COMMUNICATION
A. Only duly registered stockholders will be included in determining the existence of a quorum.
B. Duly registered stockholders may send their questions and/or comments prior to the ASM through email at corpaffairs@seafrontresources.com.ph. The deadline for submitting questions shall be at 5:00 PM of June 1, 2026
C. The proceedings during the 2026 ASM will be recorded. For any clarifications, please contact the Office of the Corporate Secretary via email at corpaffairs@seafrontresources.com.ph
SEAFRONT RESOURCES CORPORATION
2026 STOCKHOLDERS’ MEETING
ELECTRONIC VOTING IN ABSENTIA
A. Duly registered stockholders have the option to vote for the matters contained in the agenda for the 2026 ASM through electronic voting in absentia. The deadline for registration is 5:00 PM of June 1, 2026. Beyond this date, stockholders may no longer avail of the option to electronically vote in absentia.
B. After verification, the Company shall send a ballot to the registered stockholder through his/her/its email address which shall contain all the agenda items for approval as indicated in the Notice of Meeting and the registered stockholder may vote as follows:
(1) For items other than Election of Directors, the registered stockholder has the option to vote: In Favor of, Against, or Abstain. The vote is considered cast for all the registered stockholder’s shares.
(2) For the Election of Directors, the registered stockholder may vote for all nominees, not vote for any of the nominees, or vote for some nominees only, in such number of shares as preferred by the stockholder, provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of directors to be elected. The total number of votes the stockholder is allowed to cast shall be based on the number of shares he/she or it owns.
(3) Once voting on the agenda items is finished, the stockholder can proceed to submit the accomplished ballot via email to corpaffairs@seafrontresources.com.ph
(4) After the ballot has been submitted, the stockholder may no longer change his/her vote. The stockholder will receive a confirmation email that his/her/its vote has been recorded.
C. Thereafter, the Office of the Corporate Secretary and the Transfer Agent, shall tabulate all valid and confirmed votes cast through electronic voting, together with the votes through proxies.
D. Registered stockholders shall have until 5:00 PM of June 1, 2026 to cast their votes in absentia. Stockholders will not be allowed to cast votes during the livestream of the 2026 ASM.
Item
No.
Subject Action
I. Approval of Minutes of the Annual Meeting on June 19, 2025
II. Approval of Management Report and the 2025 Audited Financial Statements contained in the 2025 Annual Report
III. Confirmation and Ratification of all acts, contracts and investment made and entered during the period June 11, 2025 to June 11, 2026.
I/WE hereby name and appoint, _____________________________, or in his absence, the Chairman of the meeting, as my/our proxy at the annual stockholders’ meeting of SEAFRONT RESOURCES CORPORATION. (“SRC”) to be held on June 11, 2026 and/or at any postponement or adjournment thereof, and/or any annual stockholders’ meeting of SRC, which appointment shall not exceed five (5) years from date hereof.
I hereby direct my said proxy to vote all my shares on the agenda items set forth below as I have expressly indicated by marking the same with an “X”.
Item No. Subject Action
For Against Abstain
I. Approval of Minutes of the Annual Meeting on June 19, 2025
II. Approval of Management Report and the 2025 Audited Financial Statements contained in the 2025 Annual Report
III. Confirmation and Ratification of all acts, contracts and investment made and entered during the period June 19, 2025 to June 11, 2026
IV. Election of Directors for the year 2026-2027
1. Raul M. Leopando
2. Milagros V. Reyes
3. Nicasio I. Alcantara
4. Xavier Y. Zialcita
5. Jose Luis F. Gomez
6. Victor V. Benavidez
7. Chun Bing G. Uy
8. Basil L. Ong
9. Emmanuel S. Santiago
VI. Appointment of External Auditors
I am accomplishing this Proxy Form this _____ day of June 2026.
PRINTED NAME OF STOCKHOLDER
THIS PROXY SHOULD BE SUBMITTED UNTIL 5:00 PM OF JUNE 1, 2026, TO THE OFFICE OF THE CORPORATE SECRETARY AT 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City OR BY EMAIL AT corpaffairs@seafrontresources.com.ph. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE APPROVAL OF THE MATTERS STATED ABOVE AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING IN THE MANNER DESCRIBED IN THE INFORMATION STATEMENT. A STOCKHOLDER GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME BEFORE THE RIGHT GRANTED IS EXERCISED. A PROXY IS ALSO CONSIDERED REVOKED IF THE STOCKHOLDER ATTENDS THE MEETING IN PERSON AND EXPRESSED HIS INTENTION TO VOTE IN PERSON. THIS PROXY DOES NOT NEED TO BE NOTARIZED.
CERTIFICATION OF
INDEPENDENT DIRECTORS
CERTIFICATION OF INDEPENDENT DIRECTOR
I, BASIL L. ONG, Filipino, of legal age and a resident of 420 Agoncillo cor. Alitagtag Street, Ayala Alabang Village, Muntilupa City, after having been duly sworn in accordance with law do hereby declare that:
1. I am a nominee for Independent Director of SEAFRONT RESOURCES CORPORATION and have been Independent Director since 2021 to present
2. I am affiliated with the following companies or organizations (including Government-Owned and Controlled Corporations):
COMPANY / ORGANIZATION POSITION / RELATIONSHIP PERIOD OF SERVICE
Transnational Diversified Group, Inc.
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Director
1997 to present
3. I possess all the qualifications and none of the disqualifications to serve as an Independent Director of SEAFRONT RESOURCES CORPORATION, as provided for in Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and other SEC issuances.
4. I am not related to the following director/officer/substantial shareholder of SEAFRONT RESOURCES CORPORATION, its subsidiaries and affiliates, other than the relationship provided under Rule 38.2.3 of the Securities Regulation Code. (where applicable)
NAME OF DIRECTOR / OFFICER / SUBSTANTIAL SHAREHOLDER
COMPANY
NATURE OF RELATIONSHIP
5. To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding.
OFFENSE CHARGED/INVESTIGATED TRIBUNAL OR AGENCY INVOLVED STATUS
6. I am not in government service or am affiliated with a government agency or GOCC.
7. I shall faithfully and diligently comply with my duties and responsibilities as Independent Director under the Securities Regulation Code and its Implementing Rules and Regulations, Code of Corporate Governance and other SEC issuances.
8. I shall inform the Corporate Secretary of SEAFRONT RESOURCES CORPORATION of any changes in the abovementioned information within five (5) days from its occurrence.
Done this April 24, 2026 at Pasig City, Metro Manila, Philippines.
BASIL L. ONG Lead Independent Director
SUBSCRIBED AND SWORN to before me this April 24, 2026, affiant personally appeared before me and exhibited his Philippine Passport No. P5209696B issued on 05 June 2020 and valid until 04 June 2030 as competent evidence of his identity.
Doc. No: 40; Page No. 9; Book No. VIII; Series of 2026 /mdr
CERTIFICATION OF INDEPENDENT DIRECTOR
I, EMMANUEL S. SANTIAGO, Ph.D, Filipino, of legal age and a resident of 39 Lumbang, Tierra Nueva Village, Alabang, Muntinlupa City, after having been duly sworn in accordance with law do hereby declare that:
1. I am a nominee for Independent Director of SEAFRONT RESOURCES CORPORATION.
2. I am affiliated with the following companies or organizations (including Government-Owned and Controlled Corporations):
RCBC Leasing and Finance Corp. Independent Director Feb 2025 - Present RCBC Rental Corp. Independent Director Mar 2025 - Present Rizal Microbank Inc. Independent Director Feb 2025 - Present Home Credit Mutual Home Building and Loan Association Director Dec 2024 - Present CARD CMIT Adviser to the Board Mar 2021 - Present ESSStates Corp. – Owned by Family Members: non operating/inactive Chair of the Board March 2020Present
3. I possess all the qualifications and none of the disqualifications to serve as an Independent Director of SEAFRONT RESOURCES CORPORATION, as provided for in Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and other SEC issuances.
4. I am not related to the following director/officer/substantial shareholder of SEAFRONT RESOURCES CORPORATION its subsidiaries and affiliates, other than the relationship provided under the Rule 38.2.3 of the Securities Regulation Code. (where applicable)
5. To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding.
6. I am not in government service or am affiliated with a government agency or GOCC.
7. I shall faithfully and diligently comply with my duties and responsibilities as Independent Director under the Securities Regulation Code and its Implementing Rules and Regulations, Code of Corporate Governance and other SEC issuances.
8. I shall inform the Corporate Secretary of SEAFRONT RESOURCES CORPORATION of any changes in the abovementioned information within five (5) days from its occurrence.
Done this May 8, 2026, in Pasig City, Philippines.
EMMANUEL S. SANTIAGO, Ph.D Independent Director
SUBSCRIBED AND SWORN to before me this 8th day of May 2026, affiant personally appeared before me and exhibited his Philippine Passport No. P5526218B issued on DFA NCR South and valid until September 17, 2030, as competent evidence of his identity.
Doc No.: 61; Page No.: 14; Book No.: VIII; Series of 2026 /mdr
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Dear SEAFRONT RESOURCES CORP.,
Greetings!
This serves as a temporary receipt of your submission, subject to verification of the form and the quality of the image of the submitted report.
SEC Registration No: 0000040979
Company Name: SEAFRONT RESOURCES CORP. Document Code: SEC_Form_17-A
A separate email will be sent as proof of review and/or final acceptance. Thank you.
SECURITIES AND EXCHANGE COMMISSION
SEC Headquarters, 7907 Makati Avenue, Salcedo Village, Barangay Bel-Air, Makati City, 1209, Metro Manila, Philippines
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Per Section 18 of SEC Memorandum Circular No. 3 series of 2021, the reckoning date of receipt of reports is the date the
report was initially submitted to the eFAST, if the filed report is compliant with the existing requirements. A report, which was reverted or rejected, is considered not filed or not received. A notification will be sent to the filer, stating the reason for the report’s rejection in the remarks box.
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(b)hasbeen subjecttosuch filing requirementsfor the pastninety(90)days.
Yes [X] No [ ]
13. As of December 31, 2025 the aggregate market value of the voting stock held by non-affiliates of the Company is equivalent to Three Hundred Twelve Million Seven Hundred Fifty-Nine Thousand Five HundredNinePesosand76/100(₱312,759,509.76)or132,525,216 sharesatP2.36/share.
a. 2025 and2024FinancialStatementswithManagement Responsibility
b. Supplementaryinformation anddisclosuresrequiredon SRCRule68and68.1asamended
c. SustainabilityReport
d. ReportsonSECForm17-C(CurrentReport)
DescriptionofBusiness
Item1-BusinessDevelopment
Seafront Resources Corporation (the “Company”) was registered with theSecuritiesand Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996, the Company amendeditsArticlesofIncorporationwhichprovidesfortherevisionofitsprimarypurposefromengaginginthe businessof oil exploration and production into aholding company and to includeoil exploration andproduction businessasone ofitssecondarypurposes.
The Company’s shares of stock were listed on May 7, 1974 and are currently traded at the Philippine Stock Exchange.
The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.
BusinessofIssuer
A. InvestmentsinFinancialAssetsatFairValuethroughProfitandLoss(FVTPL)(Notes8and15ofthe AFS)
The Company maintains a portfolio of investments in stocks traded in the Philippine Stock Exchange and investmentin GovernmentSecurities.ThesefinancialassetsatFVTPLarecarriedatfairvalueasfollows:
B. InvestmentsinFinancialAssetsatFairvaluethroughOtherComprehensiveIncome(FVOCI)(Notes8 and15oftheAFS)
FinancialassetsatFVOCIconsistofquotedandunquotedsharesofstockheldforlong-terminvestmentpurposes and arecarriedatfairvalue. Thecarryingvaluesofthese investmentsareasfollows:
OnJanuary31,1997,theCompanyenteredintoaProjectShareholders’Agreementwithfiveothercompaniesled by Investment and Capital Corporation of the Philippines (ICCP) and Penta Capital Investment Corporation (PCIC)todevelop500to600hectaresofrawlandinHermosa,Bataanintoanewtownshipconsistingofindustrial estates,residentialcommunities,agolfandcountrycluband acommercialcenter.
The fair value of investment in HEDC is determined using the adjusted net asset method wherein the assets of HEDCconsistingmainlyofparcelsoflandareadjustedfromcosttoitsfairvalue.Thevaluationoftheparcelsof land was performed by a Cuervo Appraisers, Inc., a Securities and Exchange Commission - accredited independent valuer as at December 31, 2025 and 2024. This measurement falls under Level 3 in the fair value hierarchy.
OnJuly8,2025,theCompanysoldits11.33%equityinterestinHEDCforatotalconsiderationof P =325million. TherecordedgainofP=191.25millionisdirectlyrecognizedintheretainedearningsaccount,whilethepreviously recognizedunrealizedgainonappraisalincrease,underStockholdersEquity.
Products
TheCompanyhasitsinvestmentsinstocks(asdiscussedinthe“BusinessoftheIssuer”)asitsprincipalproduct. Total revenue as of December 31,2025 amounted to ₱12.292 million, bulk of which is from the interest income from the money market placements (MMPs), special current account/savings account (CASA), notes receivable and net gain on fair value changes on financial assets at FVTPL. Other than discussed, the Company has no principalproductwhichcontributes10%ormoretosalesorrevenues. Nogovernmentapprovalisneededforits principalproduct.
Summary of principal terms and expiration dates of all patents, trademarks, copy rights, licenses, franchises,concessionsandroyaltyagreements
The Company has no existing patents, trademarks, copyrights, licenses, franchises, concessions or royalty agreements.
Need for Government approvals of Principal Products and effect of existing or probable governmental regulation
No governmentapprovalisneededforitsprincipalproduct.
Researchanddevelopmentactivities
No amount of money was spent on development activities for the last three fiscal years. The Company does not intend to acquire additional properties in the next twelve (12) months. However, the Company can sustain its need for operating expenses in the ordinary course of business. The Company is also exploring opportunities in the energysectorasapotentialavenuefornewinvestments.
Totalnumberofemployees
The Company has no employees; PERC provides administrative, accounting and compliance services to the Company. The Companydoesnot anticipate any specialundertakingthatwouldwarranthiring somepeople for regular employment.
RiskFactors
Political, EconomicandLegalRisksinthePhilippines
The Philippines has, from time to time, experienced military instability, mass demonstrations, and similar occurrences, which have led to political instability. The country has also experienced periods of slow growth, high inflation and significant depreciation of the Peso. The regional economic crisis which started in 1997 negatively affected the Philippine economy resulting in the decline of the Peso, higher interest rate, increased unemployment, greater volatility and lower value of the stock market, lower credit rating of the country and the reductionofthecountry’sforeigncurrencyreserves. Therehasalsobeengrowingconcernsabouttheunrestrained judicialinterventioninmajorinfrastructureprojectof thegovernment.
There is no assurance that the political environment in the Philippines will be stable and that current or future governmentswilladopteconomic policiesconducivetosustainedeconomicgrowth.
The general political situation in and the state of the economy of the Philippines may influence the growth and profitability of the Company. Any future political or economic instability in the country may have a negative effectonthefinancialresultsofthe Company.
EquityPartnershipRisk
The Company mayenter into equity partnershipsorjointventure arrangements aspartof its strategic initiatives, includingpotentialinvestmentsin theenergy sector. Such arrangementsexposethe Company to risks associated withsharedownershipandmanagement,includingbutnotlimitedtodifferencesinbusinessobjectives,strategic priorities,andgovernancepracticesamongpartners.
The Company previously entered into a Project Shareholders’ Agreement with five other companies, led by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation, for the development of approximately 500–600 hectares of raw land in Hermosa, Bataan into an integrated township comprisingindustrialestates,residentialcommunities,agolfand countryclub, and acommercialcenter.
However, the Project Shareholders’ Agreement has since been terminated, and the Company has fully divested its shares in the project. As such, the equity partnership risks previously associated with the arrangement— includingpotentialconflictsofinterest,non-fulfillmentofobligationsbypartners,andfinancialdifficulties—are nolongerapplicable.
Moving forward, the Company is exploring potential investments in the energy sector, which may present a differentsetofrisksandopportunities.
TheCompany’sfinancialinstrumentsconsistofcashandcashequivalents,receivables,financialassets,accounts payableand accruedexpenses.Themainpurposeofthesefinancialinstrumentsistofunditsownoperationsand capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee meetsregularlyandexercisesoversightroleinmanagingthese risks.
Liquidity risk is the risk that the Company is unable to meet its financial obligations when due. The Company hassubstantialinvestmentsinsharesof stockwhicharenotlisted in the Philippine StockExchangeand may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. Investmentsinunquotedequity securitiesclassifiedasfinancialassetsatFVOCIamountedtoniland ₱603.07million,asofDecember31,2025and2024,respectively.Thesaidinvestmentwassubsequentlysoldon July8,2025foratotalconsiderationofP=325million.AsofDecember31,2025,majorityoftheCompany’sassets comprisedofcashandcashequivalentstherebyreducing theliquidityriskataveryminimaltonillevel.
The Company monitors its cash position and overall liquidity position in assessing its exposure to liquidity risk. The Company maintains a level of cash and cash equivalents deemed sufficient to finance operations and to mitigatethe effectsoffluctuationincashflows.
Market risk is the risk of loss on future earnings, on fair values or on future cash flows that may result from changesinmarketprices. Thevalue ofa financialinstrumentmaychangeasaresultof changesininterestrates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. The Company’s marketriskemanatesfromitsholdingsindebtandequity securities.
The Company closely monitorsthe prices of its debt and equity securities as well as macroeconomic and entityspecific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline inits portfolioof equity securities, theCompanyreadily disposesor tradesthe securities forreplacement withmoreviable andlessriskyinvestments.
Pleaserefer to Note15 oftheAFSfor the analysisperformedfor reasonablypossible changeinthemarketprice ofquoted sharesclassifiedasfinancialassetsatFVTPL.
EquityPriceRisk
The Company closely monitorsthe prices of its debt and equity securities as well as macroeconomic and entityspecific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline inits portfolioof equity securities, theCompanyreadily disposesor tradesthe securities forreplacement withmoreviable andlessriskyinvestments.
Such investmentsecurities are subject to price risk due to changesin marketvalues of instruments arising either from factors specific to individual instruments or their issuers, or factors affecting all instruments traded in the market.
InterestRateRisk
The Company’s exposure to market risk for changes in fixed interest rates relates primarily to the Company’s moneymarketplacementsanddebtsecurities.
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the otherpartytoincurafinancialloss.Withrespecttocreditriskarisingfromcashandcashequivalents,receivables, financial assets at FVTPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its credit risk on these assets by dealing only with reputablecounterparties.
For cash and cash equivalents, the Company applies the low credit risk simplification where the Company measures the ECLs on a 12-month basis based on the probability of default and loss given default which are publicly available. The Company also evaluates the credit rating of the bank and other financial institutions to determinewhetherthedebtinstrumenthassignificantlyincreasedincreditriskandtoestimateECLs.
The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capitalratiosinorderto supportitsbusinessandmaximize shareholders'value.
The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholdersorissuenewshares.
The Company monitors capital using a debt-to-equity ratio, which is total debt divided by total equity. The Company includes within total debt its accounts payable and accrued expenses. Total equity includes capital stock,netunrealizedgainsonfinancialassetsatFVOCIandretainedearnings.
Asidefromthe investmentsinFinancialAssetsdiscussedabove,the Companyownstwo parkingslotsin Tektite Tower in Ortigas City. These properties are accounted as investment property of the Company. In 2013, the Company fully depreciated the investment. Fair value of this investment is estimated at ₱800,000 - ₱1,735,000 perslot.
1. None of the holders of the Company’s common shares registered under the name of PCD owns more than 5% of the Company’s commonshares.
2. Thecorporateacts ofPMMICarecarried outbyits BoardofDirectors and Management.Ms.Michele Marie Y.Dee is thecurrent Presidentwhilethe Chairmanof theCompany is
3. The corporate acts of Alsons Consolidated Resources Inc. are carried out by its Board of Directors. Mr. Nicasio
Alcantarais the currentChairmanandPresidentoftheCompany.
Ms.HelenY.Dee.
I.
4. CBC T/A-SSC#0010 and T/A-SSC#0011 are Trust Accounts between China Banking Corporation as Trustee. The Corporate acts of CBC are carried out by its Board of Directors and Management. Mr. Romeo D. Uyan is the current CBC Presidentand CEO.
As of December 31, 2025, the Company has a total of 163,000,000 shares issued and outstanding. Of the total outstanding common capitalstock, 162,264,384 shares or99.55%are owned by Filipinocitizens,while 735,616 sharesor0.45%areownedbyforeigners.
1. MinimumPublicOwnership
The Company is compliant with the requiredMinimumPublic Ownership ofatleast 10%of thetotal issuedandoutstandingcapitalstock,asmandatedbySection3,ArticleXVIIIoftheContinuingListing Requirements of theListing and DisclosureRules. As of December 31, 2025, theCompany’s public floatwas81.30%.
2. Dividends
InaccordancewiththeCorporationCodeofthePhilippines,theCompanyintendstodeclaredividends (either in cash or stock or both) in the future. Shareholders of the Company are entitled to receive a proportionate share in cash dividends that may be declared by the Board of Directors out of surplus profitsderivedfromtheCompany’soperations. Thesamerightexistswithrespecttoastockdividend, thedeclarationofwhichissubjecttotheapprovalofstockholdersrepresentingatleasttwo-thirds(2/3) of the outstanding shares entitled to vote. The amount of dividend will depend on the Company’s profitsand itscapitalexpenditureandinvestmentrequirementsattherelevanttime.
The Company did not declare any cash or stock dividends in the last two (2) fiscal years 2025 and 2024.
Total assets amounted to ₱465.452 million and ₱771.343 million as of December 31, 2025 and December 31, 2024,respectively.
The Company’s cash and cash equivalents amounted to ₱384.968 million and ₱16.824 million as of December 31, 2025 and 2024, respectively. The 2188.24% net increase is came from the proceeds of sale of equity investmentin HEDCandmaturityoftheNotesReceivable.
Financial assets at FVPTL amounted to ₱30.768 million from ₱29.739 million as of December 31, 2025 and as of December 31, 2024, respectively. The 3.46% net increase is due to upward movement of market values of investmentsinstockstradedatPSE.
Receivables account as of December 31, 2025 amounted to ₱1.992 million compared to ₱1.975 million as of December 31, 2024. The 0.87% net increase mainly refersto interest receivable from money market placements (MMPs)anddividend receivablefromvariousstockinvestmentsduring theperiod.
Other current assets consist of prepayments and prepaid taxes. This amounted to ₱0.612 million and ₱0.585 million as of December 31, 2025 and 2024, respectively. The 4.69% net increase mainly represents additional prepaid expenserelatedtowebsite subscriptionrecordedduringtheperiod.
Financial assets at FVOCI account as of December 31, 2025 amounted to ₱20.576 million as compared with December31, 2024of₱620.911million. The netdecreaseismainlydueto thesaleofinvestmentinHEDC.
Total stockholders’ equity as of December 31, 2025 is ₱464.678 million or ₱2.85 book value per share as compared with last year’s ₱695.851 million or ₱4.27 book value per share. The 33.22% decrease is due to the disposalofinvestmentinHEDC.
The Company posted a net income of ₱6.241 million or ₱0.0383 earnings pershare as ofDecember 31, 2025 as comparedwiththenetlossof₱3.105millionor₱0.0190 losspershareasofDecember31,2024.
Interest income amounted to ₱10.137 million and ₱6.928 million as of December 31, 2025 and December 31, 2024, respectively. The increase is primarily attributable to a significant increase in cash balances following the saleofinvestmentinHEDCduringtheyear.
Dividend income amounted to ₱0.928 million and ₱0.551 million as of December 31, 2025 and December 31, 2024,respectively.The68.25%increaserefersto higherdeclareddividendsfrominvestmentsduringthe year.
TheCompany’snetgainonfairvaluechangesonfinancialassetsatFVTPLamountedto₱1.029millionandnet loss of ₱8.368 million as of December 31, 2025 and December 31, 2024, respectively. The increase pertains to the upwardmovementsinmarketvalueof the investmentsin stockstradedatthe PSE duringtheyear.
Provision for income tax refers to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investmentsandpassiveincomesubjecttofinaltax.
3. FinancialCondition(AsofDecember31,2024and2023)
Total assets amounted to ₱771.343 million and ₱667.405 million as of December 31, 2024 and December 31, 2023,respectively.
The Company’s cash and cash equivalents amounted to ₱16.824 million and ₱111.061 million as of December 31, 2024 and 2023, respectively. The 84.85% net decrease was due to the placement of ₱100MM 362 day notes throughRCBCCapitalCorporation at8%interestperannum.Thisiscoveredbyapromissorynoteandrecorded undernotesreceivable account.
Receivables account as of December 31, 2024 amounted to ₱1.975 million compared to ₱1.854 million as of December 31, 2023. The 6.52% net increase mainly refersto interest receivable from money market placements (MMPs)anddividend receivablefromvariousstockinvestmentsduring theperiod.
Financial assets at FVPTL amounted to ₱29.739 million from ₱38.107 million as of December 31, 2024 and as of December 31, 2023, respectively. The 21.96% net decrease is due to downward movement of market values ofinvestmentsinstockstradedatPSE.
Other current assets consist of prepayments and prepaid taxes. This amounted to ₱0.585 million and ₱0.509 million as of December 31, 2024 and 2023, respectively. The 14.81% net increase in this account mainly representsadditionalinputtaxesrecordedduringtheperiod.
Financial assets at FVOCI account as of December 31, 2024 amounted to ₱620.911 million as compared with December 31, 2023 of ₱514.706 million. The net increase pertains to the upward adjustment of the fair value of the investmentinHEDC.(please refertoNote8ofthe2024AFS).
Accountspayableandaccruedexpensesamountedto₱0.822millionand₱0.984millionasofDecember31,2024 and December 31, 2023, respectively. The 16.43% net decrease is attributable to settlement of payables during the year.
TheCompanyrecognizeddeferredtaxliabilityamountingto₱74.670millionand₱58.589millionasofDecember 31, 2024 and 2023, respectively. The increase is due to the adjustment in the set-up of deferred tax liability associatedwiththeincreaseinthe fairvalueoftheinvestmentinHEDC.
Total stockholders’ equity as of December 31, 2024 is ₱695.850 million or ₱4.27 book value per share as comparedwithlastyear’s₱607.832millionor₱3.73bookvaluepershare.
Dividend income amounted to ₱0.551 million and ₱0.696 million as of December 31, 2024 and December 31, 2023, respectively. The 20.83% decrease refers to lower cash dividends received from investments during the year.
The Company’s netlosson fair value changeson financial assets at FVTPL amounted to ₱8.368 million and net gain of ₱1.279 million as of December 31, 2024 and December 31, 2023, respectively.The decrease pertains to the downwardmovementsinmarketvalueoftheinvestmentsin stockstradedatthe PSEduringtheyear.
Provision for income tax refers to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of
Total assets amounted to ₱667.405 million and ₱679.336 million as of December 31, 2023 and December 31, 2022,respectively.
The Company’s cash and cash equivalents amounted to ₱111.061 million and ₱99.386 million as of December 31, 2023 and 2022, respectively. The 11.75% net increase was due to the cash proceeds from sale of 2,507,604 BenguetCorp.’ssharesat₱4.45/shareinOctober2023.
Financial assets at fair value through profit or loss amounted to ₱38.107 million from ₱36.828 million as of December31, 2023andasofDecember31,2022,respectively. The3.47%netincreaseisduetoslightrecovery inmarketvaluesofinvestmentsinstockstradedatPSE.
The 73.98% net increase in receivables mainly pertains to interest receivable from MMPs, special CASA and dividendreceivablefromvariousstock investmentsduringtheperiod.
Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to ₱1.677 million and ₱1.446 million as of December 31, 2023 and 2022, respectively. The 15.92% net increase in this accountmainlyrepresentsadditionalinputtaxesrecorded duringtheperiod.
Financial assets at fair value through other comprehensive income (FVOCI) account as of December 31, 2023 amounted to ₱514.706 million as compared with December 31, 2022 of ₱540.609 million. The net decrease pertains to the downward adjustment of the fair value of the investment in HEDC and sale of investment in BenguetCorp.(pleaserefertoNote8 ofthe 2022 AFS).
Accountspayableandaccruedexpensesamountedto₱0.984millionand₱1.138millionasofDecember31,2023 and December 31, 2022, respectively. The 13.52% net decrease is attributable to settlement of payables during the year.
TheCompanyrecognizeddeferredtaxliabilityamountingto₱58.589millionand₱61.185millionasofDecember 31, 2023 and 2022, respectively. The decrease is due to the adjustment in the set-up of tax liability associated withthedecreaseinthefair valueoftheinvestmentinHEDC.
Total stockholders’ equity as of December 31, 2023 is ₱607.832 million or ₱3.73 book value per share as comparedwithlastyear’s₱617.013millionor₱3.79bookvaluepershare.
The Company posted a net income of ₱3.967 million or ₱0.024 earnings per share as of December 31, 2023 as comparedwith₱1.212 millionor₱0.007earningspershareasofDecember31,2022.
Interestincomeamountedto₱4.271millionand₱1.681millionasofDecember31,2023andDecember31,2022, respectively.TheincreaseisattributabletohighercashbalanceandaverageinterestratesfromMMPsandspecial CASA asofDecember31,2023.
Net unrealized gain on fair value changes on financial assets at FVTPL amounted to ₱1.279 million and ₱0.716 million as of December 31, 2023 and December 31, 2022, respectively. The slight increase is mainly due to the recoveryof theinvestmentsinstockstradedatthePSE.
Dividend income amounted to ₱0.696 million and ₱0.419 million as of December 31, 2023 and December 31, 2022,respectively.The increasereferstocashdividendsfromvariousstockinvestments.
Bulk of the increase in the general and administrative expenses is due to expenses paid for advertisement, directors’feesandmanagementfees.
Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 25% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The decrease from December 31, 2022 provision is mainly due tolowerMCITrateasprescribedin CREATElaw.
KeyPerformanceIndicators(KPI)
PleaserefertoFinancialSoundnessIndicators
PlanofOperations
A. InvestmentinAFSnottradedinthemarket(InvestmentinHEDC)
On May8,2025, theBOD approved thesaleoftheCompany’sentire 11.33%equityinterestinHEDC.
The Company sold the same for a total consideration of P =325 million to existing stockholders of HEDC on July 8,2025.
B. InvestmentinFinancialAssetsatFVTPLandFVOCItradedinthemarket
The Company will continue to closely monitor the prices of its securities as well as those specific factors which could directly or indirectly affect the prices of these instruments. Because such investments are subject to price riskdue to changesinmarketvalues, an expecteddeclineintheportfolio willprompttheCompanyto disposeor tradethesecuritiesforreplacementwithmoreviableandlessriskyinvestmentsin thefuture.
With the Company’s current cash position, it can sustain its needs for its operating expenses. Thus, it does not intendtoraiseadditionalfunds.
Liquiditymanagement
TheCompanyhassubstantialinvestmentsinsharesofstockwhicharenotlistedinthePhilippineStockExchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirementsofthe Company.
As of December 31, 2024, the Company’s investment in unquoted securities classified under financial assets at FVOCIamountedto₱603.068million;byDecember31,2025,theCompanyhadfullydisposedofitsinvestments insharesofstocknotlistedonthe PhilippineStockExchange.
Managementofliquidityrequiresaflowandstockperspective. Constraintsuchaspoliticalenvironment,taxation, foreign exchange, interest rates and other environmental factors can impose significant restrictions on firms in managementoftheirfinancialliquidity.
The 2025 AFS of the Company are incorporated herein by reference. The schedules listed in the accompanying index toSupplementarySchedulesarefiled aspartofthisForm17-A.
TheexternalauditoroftheCorporationistheauditingfirmSyCipGorresVelayo&Co.(SGV). Thesameauditing firmhasbeenendorsedbytheAuditCommitteetothe Board.TheBoard,inturn,approved theendorsementand will nominate thereappointment of thesaid auditing firm for the stockholders’ approvalat the scheduled annual stockholders’meeting. ThesaidauditingfirmhasacceptedtheCompany’sinvitationtostandforre-electionthis year.
Audit services of SGV for the calendar year ended December 31, 2025 cover the examination of the financial statementsoftheCompany,reviewofincometaxreturnsandotherservicesrelatedtofilingofreportsmadewith the SecuritiesandExchangeCommissionandBureau ofInternalRevenue.
The company is compliant with the Rotation requirement of its external auditor’s certifying partner as required under SRC Rule 68 (3)(b) (1V). A two year cooling off period shall be observed in the re-engagement of same signingpartnerorindividualauditor.
Disagreements with External Auditors on Accounting and Financial Disclosures
Therewerenofeespaidoraccruedforthelasttwoyearsrelativetotaxaccounting,compliance,advice,planning and anyotherformoftaxservices.
The Audit Committee approved the above fees based on the services rendered and the amount paid from the previousyear’saudit.
It is the policy of the company that all audit findings are presented to its Audit Committee which reviews and make recommendations to the Board on actions to be taken thereon. The Board of Directors of the Company passes upon and approves the Audit Committee’s recommendations. The members of the Audit Committee are asfollows:
Seafront’s Board of Directors is composed of eight (8) members elected by and from among the Company’s stockholders.AsofDecember31,2025,therewereonly(8)membersoftheboard,astherewasavacantseat(Mr. XavierY.ZialcitawassubsequentlyelectedtofillthevacantseatinJanuary2026). TheBoardisresponsiblefor providingoverallmanagementanddirectionto theCompany. Board meetingsareheldonaquarterlybasisoras oftenasrequiredtodiscusstheCompany’soperations,businessstrategy,policiesandothercorporatematters. A briefbackgroundofeach memberof theCompany’sBoardofDirectorsisprovided below:
The members of the Board are elected at the Annual Stockholders’ Meeting to hold office until the next Annual Stockholders’Meetinganduntiltheirrespectivesuccessorshavebeenappointedorelectedandqualified.
OtherthantheaforementionedDirectorsandExecutiveOfficersidentifiedintheitemonDirectorsandExecutive Officers in this report, there are no other employees of the Company who may have significant influence in the Company’smajorand/orstrategic planninganddecision-making.
The Corporation values its human resources. It expects each employee to do his share in achieving the Corporation’ssetgoals.
The Directors of the Company are elected at the annual stockholders’ meeting to hold office until the next succeeding annualmeeting anduntiltheirrespectivesuccessorshave beenelectedandqualified.
Officers are appointed or elected annually by the Board of Directors at its first meeting following the Annual MeetingofStockholders,eachtoholdofficeuntilthenextannualstockholders’meetingoruntilasuccessorshall havebeen elected, appointedorshallhavequalified.
FamilyRelationship
TherearenofamilyrelationshipsknowntotheCompany.
InvolvementinCertainLegalProceedings
For the past five (5) years, none of the Directors or Executive Officerswas involved nor has any such officer or director has been involved in any legal cases under the Insolvency Law or the Philippine Revised Penal Code either asdefendantor accused,norhas any suchofficerordirectorbeen thesubject of anycourtorder, judgment or decree barring, suspending or otherwise limiting him from engaging in the practice of any type of business includingthoseconnected withsecuritiestrading, investments,insuranceorbankingactivities.
Thefollowingtablesetsforthinformation with respecttoarecord orbeneficialownerdirectlyor indirectlyowning morethan5%of theCompany’sCapitalStock asofDecember31,2025.
Common CBC T/A-SCA#0011 CBCBuilding,TrustDept. P.deRoxas, MakatiCity Stockholder -do- Filipino
*PCD total shares include FilipinoandNon-Filipino.
NOTE:
1. None oftheholders ofthe Company’s common sharesregistered underthename ofPCD Nomineeownsmore than 5% ofthe company’scommonshares.
2. ThecorporateactsofPMMICarecarried out by its BoardofDirectorsandManagement.Ms.HelenY.DeeistheChairman ofPMMIC.
3. TheCorporate acts of AlsonsCons. Res., Inc.are carried outby itsBoard of Directors. Mr. NicasioI. Alcantarais the current presidentoftheCompany.
4. CBC T/A-SSC#0010 and T/A-SSC#0011are Trust Accounts with China Banking Corporation asTrustee. The Corporate acts of CBC are carried outby its Board ofDirectorsandManagement. Mr.Romeo D. Uyan, Jr.is the current CBCPresident and ExecutiveDirector.
b) SecurityOwnershipofManagementasof December31,2025.
Common MariaCarmelaD.Hautea DataPrivacy Officer - Filipino -
As of December 31, 2025, the Company’s directors and executive officers owned an aggregate of 4,926 shares equivalent to 0.003% of the Company’s outstanding shares. None of the members of the Company’s directors and managementownsmorethan2%ormoreofthe outstandingcapitalstockoftheCompany.
VotingTrustHoldersof5%ormore- The Company is not aware of any voting trust or similar arrangement amongpersonsholdingmorethan 5%ofa classofshares.
ChangesinControl- There had been no change in the control of the Company since the beginning of the last fiscalyear. TheCompanyhasno existingvotingtrustorchangeincontrolagreements.
a. Adjustments made that lead to the revenue recognition but which adjustmentscannotbeproperlysupported.
b. Changesinestimateswithoutproperdisclosurewhichhavetheimpactof improvingresultsofoperations.
c. Non-Application or misapplication of accounting principles and standards,misstatements,omissions,etc.
d. Other cases involving accounting and auditing matters resulting to possible concealment of a fraud or the creation of a risk for the commission offraud.
The President acts as the Principal Operating Officer and Principal Executive Officer; and the Treasurer as the PrincipalFinancialOfficeroftheCompany.
Edel
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Annex A to the SEC Form 17-A: SRC Sustainability Report
Contextual Information
Company Details
Name of Organization
Seafront Resources Corporation (SPM or SRC)
Location of Headquarters 7F, JMT Building, ADB Avenue, Ortigas Center, Pasig City
Location of Operations Pasig City, Metro Manila; Bataan, Philippines
Report Boundary: Legal entities (e.g. subsidiaries) included in this report*
Business Model, including Primary Activities, Brands, Products, and Services
Reporting Period
Highest Ranking Person responsible for this report
Materiality Process
This report mainly covers SRC’s business as a Holding Company and its investment in Hermosa Ecozone Development Corporation (HEDC) up to July 8, 2025.
SRC, as a holding company, owns investments in various shares of stocks of companies listed in the Philippine Stock Exchange and, until July 8, 2025, in the shares of stock of HEDC. These investments represent 9.51 % of the total Assets of the Company.
January 1 to December 31, 2025
Milagros V. Reyes - President
Explain how you applied the materiality principle (or the materiality process) in identifying your material topics
As a holding Company, SRC has very minimal operations. Its sustainability focus was to ensure that its investment in capital market and business venture would yield optimum values for its shareholders. For this report, the material topics that were identified were those relating to economic impact and how the Company mitigates risks and recognizes opportunities.
In succeeding Sustainability Reports, the following additional steps will be employed to identify other material topics:
a) Identification – this involves discussion on sustainability issues and how the Company can focus its efforts on crafting its sustainability agenda;
b) Prioritization – this entails determination and prioritization of the material topics based on the relevance and degree of impact to business’ operations; and
c) Validation – this pertains to the process of gathered pertinent data to further deliberate on the topic and validate results.
ECONOMIC
Economic Performance
Direct Economic Value Generated and Distributed
* Revenues from interest income, dividends from other investments in capital markets, etc.
Direct Economic Value
Discussion on Impact, Risks, and Management Approach
Seafront Resources Corporation (SPM or SRC) was registered with the Securities and Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996, the Company amended its Articles of Incorporation which provides for the revision of its primary purpose from engaging in the business of oil exploration and production into a holding company.
On January 31, 1997, the Company entered into a Project Shareholders’ Agreement with five other companies led by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation to develop 500 to 600 hectares of raw land in Hermosa, Bataan (through Hermosa Ecozone Development Corporation or HEDC) into a new township consisting of industrial estates, residential communities, a golf and country club and a commercial center. SRC holds 11.33% shares interest in HEDC.
HEDC started its land development in 2002 and has developed a total of 163 hectares in the industrial area. The remaining 368 hectares are allocated for leisure area. Initial sale of lotwas atPhp1,400/sqm in 2007.Sales started to pick up from 2017 to 2025. From 2017 to 2025, HEDC sold a total of 1,065,948 sqm of lots for a gross revenue of Php3.943 billion. The said investment was subsequently sold on July 8, 2025 for a total consideration of P=325 million.
HEDC has already declared and paid a total of Php1,049 million of dividends, wherein SRC received its share in the amount of Php119 million.
For 2025, the direct economic value contributed by SRC amounted to Php 12.29 million which came from interest income from money market placements, dividends from investments in stocks with corresponding general and administrativecostsof Php 6.05 million from operationand Php 0.78 million taxes to government.
SRC’s management and administration are done by its affiliate Company, PetroEnergy Resources Corporation (PERC).PERCoverseesthefinancial, treasury, legal,andadministrativefunctionsof SRC.Asaholdingcompany, SRC has very minimal to no environmental and social impact. However, its generated economic value, which includes taxes paid to government, indirectly contributes to social development projects of host local government units where it operates.
SRC recognizes the following risks and implements several management approaches to mitigate the identified risks.
(1) Political, Economic, and Legal Risks in the Philippines
As an emerging market, the Philippines is exposed to various political and economic risks that may affect the Company. Over the years, the country was met with political instability brought by mass demonstrations, military coup, and election-related issues. These scenarios undeniably affect the
Philippine economy resulting in negative impact such as decline in Peso, higher interest rates, increased unemployment, greater volatility and lower value of stock market, lower credit rating of the country, and the reduction of the country’s foreign currency reserves. Any negative impact may also pose a negative effect to SRC’s financial performance.
(2) Equity Partnership Risk
The Company previously entered into a Project Shareholders’ Agreement with five other companies, led by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation, for the development of approximately 500–600 hectares of raw land in Hermosa, Bataan into an integrated township comprising industrial estates, residential communities, a golf and country club, and a commercial center.
However, the Project Shareholders’ Agreement has since been terminated, and the Company has fully divested its shares in the project. As such, the equity partnership risks previously associated with the arrangement—including potential conflicts of interest, non-fulfillment of obligations by partners, and financial difficulties—are no longer applicable.
Moving forward, the Company is exploring potential investments in the energy sector, which may present a different set of risks and opportunities.
(3) Financial Risk
The main financial risks arising from the Company’s financial instruments are liquidity risk, market risk and interest rate risk.
Liquidity risk is the risk that the Company is unable to meet its financial obligations when due. The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. Investments in unquoted equity securities classified as financial assets at FVOCI amounted to nil and ₱603.07 million, as of December 31, 2025 and 2024, respectively. The said investment was subsequently sold on July 8, 2025 for a total consideration of P =325 million. As of December 31, 2025, majority of the Company’s assets consisted of cash and cash equivalents, thereby reducing the liquidity risk at a very minimal to nil level.
The Company monitors its cash position and overall liquidity position in assessing its exposure to liquidity risk. The Company maintains a level of cash and cashequivalents deemed sufficient to finance operations and to mitigate the effects of fluctuation in cash flows.
The Company’s accounts payable and accrued expenses are all settled on a monthly basis.
Market risk is the risk of loss on future earnings, on fair values or on future cash flows that may result from changes in market prices. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. The Company’s market risk emanates from its holdings in debt and equity securities.
The Company’s exposure to interest rate risk pertains to changes in fixed interest rates related primarily to the Company’s money market placements and debt securities.
There is no other impact on the Company’s equity other than those already affecting net income.
(4) Risks due to health crisis or pandemic
Health crisis, such as the COVID-19 pandemic which started in late 2019, also negatively affected the financial markets. SRC was exposed to this risk because of its then investments in HEDC’s shares of stock. However, as a Company with limited or very little on-site operations, SRC is able to perform its corporate functions despite disruptions in many businesses.
To mitigate these risks, SRC closely monitors global and national economic and political issues that may have impact to the Company. In addition, it also establishes and cultivates good relationship and mutual respect among its partners to ensure that equity risk is mitigated.
To manage health-related risks, SRC will ensure unhampered operations by employing business continuity practices and tools.
To manage its financial risks, SRC continuously monitors its cash position and overall liquidity position. The Company maintains a level of cash and cash equivalents deemed sufficient to finance operations and to mitigate the effects of fluctuation in cash flows.
SRC also closely monitors the prices of its debt and equity securities as well as macroeconomic and entityspecific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline in its portfolio of equity securities, the Company readily disposes or trades the securities for replacement.
Discussion on Opportunities
To further improve the economic value of SRC, the Company recognizes other opportunities in the capital markets by building up on its reputation as a profitable holding company. SRC divested its shares in HEDC to generate capital for strategic investments aimed at driving future growth and strengthening its market position, particularly in the energy sector.
Climate-related risks and opportunities
As a holding Company, SRC is not directly at risk of climate-related threats. However, the SRC Board of Directorsistaskedto primarilymanagetheoverallrisksandopportunities byestablishingthe Audit Committee and Board Risk Oversight Committee (BROC).
At present the Company has no formal climate-related risk strategies and metrics. Nonetheless, the Company will consider adopting a formal enterprise risk management program.
Procurement Practices
Proportion of spending on local suppliers
Disclosure
Percentage of procurement budget used for significant locations of operations that is spent on local suppliers
The current operations of SRC does not involve spending on local suppliers.
Anti-corruption
Training on Anti-corruption Policies and Procedures
Percentage of employees to whom the organization’s anticorruption policies and procedures have been communicated to
Percentage of business partners to whom the organization’s anticorruption policies and procedures have been communicated to
Percentage of directors and management that have received anti-corruption training
Percentage of employees that have received anti-corruption training
*SRC has no employees.
Incidents of Corruption
Number of incidents in which directors were removed or disciplined for corruption
of incidents in which employees were dismissed or disciplined for corruption
Number of incidents when contracts with business partners were terminated due to incidents of corruption
Anti-Corruption
SRC’s Board of Directors participate in annual seminar on Corporate Governance to keep abreast of the best practices in corporate governance. No corruption incidents were reported in 2025.
ENVIRONMENT
Over the years, SRC’s investee, HEDC follows best practices in environmental management and adheres to the highest environmental protection standards. It likewise implements waste reduction and proper disposal protocols to ensure that impact to environment is managed and mitigated. HEDC also encourages and welcomes locators who are into the renewable energy business. In 2016, an all-Filipino solar company, YH Green Energy Company, started to generate electricity from its 14.5 MW utility scale solar power project located in HEDC. This project does not only contribute to power stability in the country, but most importantly help combat GHG emissions.
Resource Management
Water consumption within the organization
Materials used by the organization
Ecosystems and biodiversity (whether in upland/watershed or coastal/marine)
Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas
Habitats protected or restored
IUCN1 Red List species and national conservation list species with habitats in areas affected by operations
Environmental impact management
Air Emissions GHG
Direct (Scope 1) GHG Emissions
Energy indirect (Scope 2) GHG Emissions
Emissions of ozone-depleting substances (ODS)
Air pollutants
Solid and Hazardous Wastes
Hazardous Waste
weight of hazardous waste generated
weight of hazardous waste transported
Effluents
Disclosure
Total volume of water discharges
Percent of wastewater recycled
Environmental compliance
Non-compliance with Environmental Laws and Regulations Disclosure
Total amount of monetary fines for non-compliance with environmental laws and/or regulations
No. of non-monetary sanctions for non-compliance with environmental laws and/or regulations
No. of cases resolved through dispute resolution mechanism
SOCIAL
This section is not applicable directly to SRC since the Company has no employees. The data presented in this section pertains to the HEDC’s which SRC owned 11.33% interest until July 8, 2025.
employees covered with Collective Bargaining Agreements
of consultations conducted with employees concerning employee-related policies
Diversity and Equal Opportunity
of female workers in the workforce
of male workers in the workforce
Number of employees from indigenous communities and/or vulnerable sector*
*Vulnerable sector includes, elderly, persons with disabilities, vulnerable women, refugees, migrants, internally displaced persons, people living with HIV and other diseases, solo parents, and the poor or the base of the pyramid (BOP; Class D and E).
Workplace Conditions, Labor Standards, and Human Rights
Occupational Health and Safety
Disclosure
Safe Man-Hours
No. of work-related injuries
No. of work-related fatalities
No. of work-related ill-health
No. of safety drills
Labor Laws and Human Rights
Disclosure
No. of legal actions or employee grievances involving forced or child labor #
#
#
Do you have policies that explicitly disallows violations of labor laws and human rights (e.g. harassment, bullying) in the workplace?
If Yes, cite reference in the company policy
Supply Chain Management
Do you have a supplier accreditation policy? If yes, please attach the policy or link to the policy:
Do you consider the following sustainability topics when accrediting suppliers? Topic
Relationship with Community Significant Impacts on Local Communities
Operations with significant (positive or negative) impacts on local communities
(exclude CSR projects; this has to be business operations)
Vulnerable groups (if applicable)* Does the particular operation have impacts on indigenous people (Y/N)?
Collective or individual rights that have been identified that or particular concern for the community Mitigating measures (if negative) or enhancement measures (if positive)
Customer Management
Customer
Satisfaction
Disclosure Score Did a third party conduct the customer satisfaction study (Y/N)?
Customer satisfaction N/A
Health and Safety
No. of substantiated complaints on product or service health and safety* N/A
No. of complaints addressed
*Substantiated complaints include complaints from customers that went through the organization’s formal communication channels and grievance mechanisms as well as complaints that were lodged to and acted upon by government agencies.
Marketing and labelling
No. of substantiated complaints on marketing and labelling*
No. of complaints addressed
*Substantiated complaints include complaints from customers that went through the organization’s formal communication channels and grievance mechanisms as well as complaints that were lodged to and acted upon by government agencies.
Customer
privacy
No. of substantiated complaints on customer privacy*
No. of complaints addressed
No. of customers, users and account holders whose information is used for secondary purposes
*Substantiated complaints include complaints from customers that went through the organization’s formal communication channels and grievance mechanisms as well as complaints that were lodged to and acted upon by government agencies.
Data Security
No. of data breaches, including leaks, thefts and losses of data
UN SUSTAINABLE DEVELOPMENT GOALS
Product or Service Contribution to UN SDGs
Key products and services and its contribution to sustainable development. Key Products and Services Societal Value / Contribution to UN SDGs Potential Negative Impact of Contribution Management Approach to Negative Impact
Investment in stocks and capital market
SRC’s investment in HEDC contributes to SDG 9 by helping companies finance projects that will boost manufacturing industries and infrastructure
Absence of risk management program may consequently result in negative impact to financed businesses and investments
SRC closely monitors the various economic, political, and financial risks that may affect the Company.
* None/Not Applicable is not an acceptable answer. For holding companies, the services and products of its subsidiaries may be disclosed.
GENERAL FORM FOR FINANCIAL STATEMENTS
NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION
CURRENT ADDRESS: 8637-2917
7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City
TEL. NO.:
COMPANY TYPE : HOLDING
If these are based on consolidated financial statements, please so indicate in the caption.
A.1.3.2Goods in process (including unfinished goods, growing crops, unfinished seeds)
A.1.3.3 Finished goods
A.1.3.4 Merchandise/Goods in transit
A.1.4 National Government Public Financial Institutions
Financial Assets other than Cash/Receivables/Equity investments (A.1.4.1 + A.1.4.2 + A.1.4.3 + A.1.4.4+A.1.4.5+A.1.4.6)
A.1.4.1 Financial Assets at Fair Value through Profit or Loss - issued by domestic entities (A.1.4.1.1 + A.1.4.1.2 + A.1.4.1.3 + A.1.4.1.4 + A.1.4.1.5)
A.1.1.3 Public Non-Financial Institutions
A.1.4.2
NOTE: Held to Maturity Investments - issued by domestic entities (A.1.4.2.1 + A.1.4.2.2 + A.1.4.2.3 + A.1.4.2.4 + A.1.4.2.5)
ThisgeneralformisapplicabletocompaniesengagedinAgriculture,Fishery,Forestry,Mining,andQuarrying,Manufacturing,Electricity,GasandWater,Construction,WholesaleandRetailTrade, Transportation,StorageandCommunications,HotelsandRestaurants,RealEstate,Community,SocialandPersonalServices,otherformsofproduction,andgeneralbusinessoperations.Thisformisalso applicabletoothercompaniesthatdonothaveindustry-specificSpecialForms.Specialformsshallbeusedbypublicly-heldcompaniesandthoseengagedinnon-bankfinancialintermediationactivities,credit granting, and activities auxiliary to financial intermediation, which require secondary license from SEC.
DomesticcorporationsarethosewhichareincorporatedunderPhilippinelawsorbranches/subsidiariesofforeigncorporationsthatarelicensedtodobusinessinthePhilippineswherethecenterofeconomic interest or activity is within the Philippines. On the other hand, foreign corporations are those that are incorporated abroad, including branches of Philippine corporations operating abroad.
FinancialInstitutionsarecorporationsprincipallyengagedinfinancialintermediation,facilitatingfinancialintermediation,orauxiliaryfinancialservices.Non-Financialinstitutionsrefertocorporationsthatare primarily engaged in the production of market goods and non-financial services.
GENERAL FORM FOR FINANCIAL STATEMENTS
NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION
7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.:
CURRENT ADDRESS: 8637-2917
COMPANY TYPE :
If these are based on consolidated financial statements, please so indicate in the caption.
Loans and Receivables -issued by domestic entities: National Government
A.1.4.3.1 A.1.4.3.2
A.1.4.3.3
Financial Assets at Fair Value Through other ComprhensiveIncome (FVOCI)
A.1.4.4.2
Public Financial Institutions
Public Non-Financial Institutions
Private Financial Institutions
Private Non-Financial Institutions
Financial Assets issued by foreign entities: (A.1.4.5.1+A.1.4.5.2+A.1.4.5.3+A.1.4.5.4)
Held-to-maturity investments HOLDING
A.1.5 Other Current Assets (state separately material items) (A.1.5.1 + A.1.5.2 + A.1.5.3) CreditableInputVAT
Other investment
Prepaid taxes
A.1.5.3
Supplies Inventory
A.1.5.3
A.2.2
A.2.3
A.1.4.6 Allowancefor decline in market value (negativeentry) Machinery and equipment (on handand in transit)
612585 A.1.5.1 A.1.5.2 A.1.5.3
583559
A.1.5.3 2926
asset
Property, plant, and equipment (A.2.1 + A.2.2 + A.2.3 +
A.2.1 Land
A.2.4 Transportation/motor vehicles,automotive equipment, autos and trucks, and delivery equipment
GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION A.10.4Others, specify
7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City
If these are based on consolidated financial statements, please so indicate in the caption. COMPANY TYPE : HOLDING Deferred charges - net of amortization
Long-term receivables (net of current portion) (A.9.1 + A.9.2 + A.9.3)
A.9.1.
A.9.1.1
A.9.1.2
A.9.1.3
A.9.1.4
Other noncurrent asset
Allowance for write-down of deferred charges/bad accounts (negativeentry)
B. LIABILITIES(B.1+B.2+B.3+B.4+B.5)77475,492
B.1.1.1 Loans/Notes Payables
B.1.1.2 Trade Payables
B.1.1.3 B.1.1.3.1
B.1.2 Accruals
Withholding tax payable
Deferred credits
Others, specify (B.1.1.4.1 + B.1.1.4.2 + B.1.1.4.3) Derivative liability Trade and Other Payables to Domestic Entities
B.1.2.1
B.1.2.2
B.1.2.3
B.1.3Provisions
B.1.5 B.1.6
B.1.7 Deferred Income Tax Allowance for doubtful accounts, net of current portion (negative entry)
Trade and Other Payables to Foreign Entities (specify) (B.1.2.1+B.1.2.2+B.1.2.3+B.1.2.4)
Liabilities (excluding Trade and Other Payables and Provisions)
Others, specify (If material, state separately; indicate if the item is payable to public/private or
B.1.7.1 Dividends declared and not paid at balance sheet date
B.1.7.2 Acceptances Payable
B.1.7.3 Liabilities under Trust Receipts
B.1.7.4 Portion of Long-term Debt Due within one year
B.1.7.5 Deferred Income
B.1.7.6
Any other current liability in excess of 5% of Total Current Liabiilities, specify:
B.1.7.6.1
B.1.7.6.2
Table 1. Statements of Financial Position
GENERAL FORM FOR FINANCIAL STATEMENTS
CURRENT ADDRESS: 7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City
TEL. NO.: 8637-2917
If these are based on consolidated financial statements, please so indicate in the caption.
Table 1. Statements of Financial Position
Table 1. Statements of Financial Position DomesticPublicNon-FinancialInstitutions ForeignFinancialInstitutions
NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION B.5
Amount of (i) Post-Tax Profit or Loss of Discontinued Operations; and (ii) Post-Tax Gain or Loss Recognized on theMeasurement of Fair Value less Cost to Sell or on the Disposal of the Assets or Disposal Group(s)
M.Profit or Loss Attributable to Minority Interest N.Profit or Loss Attributable to Equity Holders of the Parent
If these are based on consolidated financial statements, please so indicate in the caption.
NAMEOFCORPORATION: Payments of: Table1.StatementsofFinancialPosition Proceeds from sale of financial assets at FVPL
received B. Net Cash Provided by (Used in) Investing Activities (sum of above rows)
Acquisitions of AFS financial assets Income taxes paid
Decrease of AFS Payment of documentary stamp tax
unrealized foreign currency exchange loss (gain) Write-down of Property, Plant, and Equipment C. Net Cash Provided by (Used in) Financing Activities (sum of above rows) Acquisitions of financial assetsat FVPL CASH FLOWS FROM INVESTING ACTIVITIES
A. Net Cash Provided by (Used in) Operating Activities (sum of above rows)
INCREASE IN CASH AND CASH EQUIVALENTS (A + B + C) CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from: Cash and Cash Equivalents Beginning of year End of year
GENERAL FORM FOR FINANCIAL STATEMENTS
NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION
COMPANY TYPE :
HOLDING
If these are based on consolidated financial statements, please so indicate in the caption.
Table 4. Statements of Changes in Equity
CURRENT ADDRESS: TEL. NO.: 7th Floor JMT Building, ADB Avenue, Ortigas 8637-2917 (Amount in P'000)
FINANCIAL DATA
Balance, 31-Dec-23
A.1 Correction of Error (s)
A.2 Changes in Accounting
Surplus
C.1Surplus (Deficit) on Revaluation of Properties
C.2Surplus (Deficit) on Revaluation of Investments
C.3 Currency Translation
C.4 Other Surplus (specify) Transfer of cumulative gain on equity securities at FVOCI realized through disposal
Net Income (Loss) for the Period Dividends (negative entry) Appropriation for (specify)
G.1 Common Stock Preferred Stock Others Issuance of Capital Stock
Balance, 31-Dec-24
Error (s)
H.2 Changes in Accounting
Surplus
J.1Surplus (Deficit) on Revaluation of Properties
J.2Surplus (Deficit) on Revaluation of Investments
SECURITIESAND EXCHANGE COMMISSION
SEC
FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported) Apr 2, 2025
2. SEC Identification Number 40979
3. BIRTax Identification No. 000-194-465
4. Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Philippines
6. Industry Classification Code(SEC Use Only)
7.Address of principal office 7F, JMTBUILDING,ADBAVE., ORTIGAS CENTER, PASIG CITY Postal Code 1600
8. Issuer's telephone number, including area code (632) 86372917
9. Former name or former address, if changed since last report -
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding andAmount of Debt Outstanding COMMON 163,000,000
11. Indicate the item numbers reported herein ITEM 9 The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Seafront Resources Corporation SPM
PSE Disclosure Form ETF-12- Material Information/Transactions
Reference: Section 6 of the Rules on Exchange Traded Funds
Subject of the Disclosure
Please be informed that, at the meeting of the Board of Directors of Seafront Resources Corporation, held onApril 2, 2025, through electronic means of communication, at which meeting a quorum was present, upon recommendation by theAudit Committee, the Board approved the 2024Audited Financial Statements.
Background/Description of the Disclosure
Please see attached SEC 17C
Other Relevant Information
Filed on behalf by:
Name Louie Mark Limcolioc
Designation Asst. Corporate Secretary
1. April 2, 2025
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
Province, country or other jurisdiction of incorporation Industry Classification Code: 7.
1600
Address of principal office Postal Code
8. (632) 86372917
Issuer's telephone number, including area code
9. N/A
Former name or former address, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common stock shares 163,000,000
11. Indicate the item numbers reported herein:
Item No. 9 – Other Events
At the meeting of the Board of Directors of Seafront Resources Corporation (SPM), held on April 2, 2025, through electronic means of communication, at which meeting a quorum was present, upon recommendation by the Audit Committee, the Board approved the 2024 Audited Financial Statements.
7F JMT BUILDING, ADB AVE., ORTIGAS CENTER, PASIG CITY
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
SEAFRONT RESOURCES CORPORATION
Issuer By:
Atty. Louie Mark Limcolioc Assistant Corporate Secretary Alternate Information Officer Compliance Officer
SECURITIESAND EXCHANGE COMMISSION
SEC FORM
17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported) Jun 19, 2025
2. SEC Identification Number 40979
3. BIRTax Identification No. 000-194-465-000
4. Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Philippines
6. Industry Classification Code(SEC Use Only)
7.Address of principal office 7F, JMTBUILDING,ADBAVE., ORTIGAS CENTER, PASIG CITY Postal Code 1600
8. Issuer's telephone number, including area code (632) 8637 2917
9. Former name or former address, if changed since last report --
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding andAmount of Debt Outstanding COMMON 163,000,000
11. Indicate the item numbers reported herein ITEM 9 The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Seafront Resources Corporation SPM
PSE Disclosure Form 4-25 - Results of Organizational Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of the Organizational Meeting of the Board of Directors of Seafront Resources Corporation held immediately after theAnnual Stockholders’Meeting on June 19, 2025.
Background/Description of the Disclosure
Results of Seafront Resources Corporation’s Organizational Meeting held on June 19, 2025.
List of elected officers for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person
Roberto Jose L. Castillo CHAIRMAN
Milagros V. Reyes President
MedelT. Nera Treasurer
Position/Designation Shareholdings in the Listed Company Nature of Indirect Ownership
Samuel V.Torres Corporate Secretary, Chief Information Officer
Louie Mark R. Limcolioc Assistant Corporate Secretary,Alternate Information Officer, Compliance Officer
Arlan P. Profeta Chief Risk Officer
Maria Carmela D. Hautea Data Privacy Officer
Maritess D. Reyes Investor Relations Officer
List of Committees and Membership
Name of Committees Members Position/Designation in Committee
Corporate Governance Committee Ernestine Carmen Jo D. Villareal-Fernando Ch Chairman
Corporate Governance Committee Nicasio I.Alcantara Member
Corporate Governance Committee Basil L. Ong Member
Audit Committee/BROC Nicasio I.Alcantara Chairman
Audit Committee/BROC Ernestine Carmen Jo D. Villareal-Fernando Member
Audit Committee/BROC Basil L. Ong Member
List of other material resolutions, transactions and corporate actions approved by the Board of Directors
Results of Organizational Meeting of Board of Directors
Please see attached SEC Form 17-C Cover for SRC Organizational Meeting.
Other Relevant Information
Filed on behalf by:
Name Louie Mark Limcolioc
Designation Asst. Corporate Secretary
AND EXCHANGE COMMISSION SEC FORM 17-C CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER 1. June 19, 2025
Date of Report (Date of earliest event reported)
Exact name of issuer as specified in its charter
(SEC Use Only)
Province, country or other jurisdiction of incorporation Industry Classification Code:
Address of principal office Postal Code
8. (632) 86372917
Issuer's telephone number, including area code
9. N/A
Former name or former address, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class
11. Indicate the item numbers reported herein:
At the Organizational Meeting held immediately after the Annual Stockholders, the Board of Directors elected the following: 1. Corporate Officers
Mr. Roberto Jose L. Castillo – Chairman
Ms. Milagros V. Reyes – President
Mr. Medel T. Nera – Treasurer
Atty. Samuel V. Torres – Corporate Secretary
Atty. Louie Mark R. Limcolioc – Assistant Corporate Secretary Compliance Officer
2. Chairperson and Members of Board Committees
a) Corporate Governance Committee
Chairperson Atty. Ernestine Carmen Jo D. Villareal-Fernando Independent Director
Member Mr. Nicasio I. Alcantara Independent Director
Member Mr. Basil L. Ong Lead Independent Director
b) Audit Committee and Board Risk Oversight Committee
Chairperson
Mr. Nicasio I. Alcantara Independent Director
Member Atty. Ernestine Carmen Jo D. Villareal-Fernando Independent Director
Member Mr. Basil L. Ong Lead Independent Director
3. Other Appointments
Atty. Samuel V. Torres – Chief Information Officer
Atty. Louie Mark M. Limcolioc – Alternate Information Officer
Atty. Arlan P. Profeta – Chief Risk Officer
Atty. Maria Carmela D. Hautea – Data Privacy Officer
Ms. Maritess D. Reyes – Information Relations Officer
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
SEAFRONT RESOURCES CORPORATION
Issuer By:
Atty. Louie Mark R. Limcolioc Assistant Corporate Secretary Alternate Information Officer Compliance Officer
SECURITIESAND EXCHANGE COMMISSION
SEC FORM
17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported) Jun 19, 2025
2. SEC Identification Number 40979
3. BIRTax Identification No. 000-194-465-000
4. Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Philippines
6. Industry Classification Code(SEC Use Only)
7.Address of principal office 7F, JMTBUILDING,ADBAVE., ORTIGAS CENTER, PASIG CITY Postal Code 1600
8. Issuer's telephone number, including area code (632) 86372817
9. Former name or former address, if changed since last report --
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding andAmount of Debt Outstanding COMMON 163,000,000
11. Indicate the item numbers reported herein ITEM 9 The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Seafront Resources Corporation SPM
PSE Disclosure Form 4-24 - Results ofAnnual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of Seafront Resources Corporation'sAnnual Stockholders' Meeting 2025
Background/Description of the Disclosure
Seafront Resources Corporation’s 2025ASM was conducted through Remote Means of Communication today, June 19, 2025 (Thursday) at 3:30 P.M.
List of elected directors for the ensuing year with their corresponding shareholdings in the Issuer
of Person Shareholdings in the Listed Company
Ernestine Carmen Jo D. Villareal-Fernando
Nicasio I.Alcantara
Yvonne S.Yuchengco
Luis F. Gomez
Victor V. Benavidez
External auditor SYCIPGORRES VELAYO & CO.
List of other material resolutions, transactions and corporate actions approved by the stockholders
(1) Certification of Service of Notice;
(2) Determination of Quorum/Call to Order;
(3)Approval of Minutes of the previous Regular Stockholders’Meeting held on June 20, 2024;
(4)Approval of Management Report and the 2024Audited Financial Statements contained in the 2024Annual Report; (5) Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period from June 20, 2024 to June 19, 2025;
(6) Election of Members of the Board of Directors for 2025-2026:
a.Approval of the retention and reelection of Mr. Nicasio I.Alcantara andAtty. Ernestine Carmen Jo D. Villareal as Independent Directors.
(7)Appointment of ExternalAuditors;
(8) Other Matters; and (9)Adjournment.
Other Relevant Information
Results ofAnnual or Special Stockholders' Meeting
Please see attached SEC Form 17C on the Results of theAnnual Stockholders' Meeting of Seafront Resources Corporation.
Filed on behalf by:
Name Louie Mark
Limcolioc
Designation Asst. Corporate Secretary
License Type, If Applicable)
AND
COMMISSION SEC FORM 17-C CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER 1. June 19, 2025
Date of Report (Date of earliest event reported)
Exact name of issuer as specified in its charter
(SEC Use Only)
Province, country or other jurisdiction of incorporation Industry Classification Code:
JMT BUILDING, ADB AVE., ORTIGAS CENTER, PASIG CITY
Address of principal office Postal Code
8. (632) 86372917
Issuer's telephone number, including area code
9. N/A
Former name or former address, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
11. Indicate the item numbers reported herein:
At the Annual Stockholders’ Meeting held today, June 19, 2025, the Stockholders approved the following:
(1) Approval of Minutes of the last Regular Stockholders’ Meeting held on June 20, 2024;
(2) Approval of Management Report and the 2024 Audited Financial Statements contained in the 2024 Annual Report;
(3) Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period June 20, 2024 to June 19, 2025;
(4) Election of the following nine (9) members of the Board of Directors for the year 20252026 and until their successors are elected and qualified:
ROBERTO JOSE L. CASTILLO Director/Chairman
MILAGROS V. REYES Director/President
MEDEL T. NERA Director/Treasurer
BASIL L. ONG Lead Independent Director
ERNESTINE CARMEN JO D. Independent Director
VILLAREAL-FERNANDO
NICASIO I. ALCANTARA Independent Director
YVONNE S. YUCHENGCO Director
JOSE LUIS F. GOMEZ Director
VICTOR V. BENAVIDEZ Director
a. Approval of the retention and reelection of Mr. Nicasio I. Alcantara and Atty. Ernestine Carmen Jo D. Villareal as Independent Directors.
(5) Appointment of SyCip Gorres Velayo & Company (SGV & Co.), as the External Auditors of the Company for the year 2025-2026
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
SEAFRONT RESOURCES CORPORATION
Issuer By: Atty. Louie Mark Limcolioc Assistant Corporate Secretary Alternate Information Officer Compliance Officer
SECURITIESAND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported) Jun 27, 2025
2. SEC Identification Number 40979
3. BIRTax Identification No. 000-194-465-000
4. Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Philippines
6. Industry Classification Code(SEC Use Only)
7.Address of principal office 7F, JMTBUILDING,ADBAVE., ORTIGAS CENTER, PASIG CITY Postal Code 1600
8. Issuer's telephone number, including area code (632) 86372817
9. Former name or former address, if changed since last report --
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding andAmount of Debt Outstanding COMMON 163,000,000
11. Indicate the item numbers reported herein ITEM 9 The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Seafront Resources Corporation SPM
PSE Disclosure Form 4-30 - Material Information/Transactions
References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of Board of Directors' Meeting - Share Buyback throughTender Offer Process of Seafront Resources Corporation
Background/Description of the Disclosure
The Board of Directors of the Corporation, at its special meeting held today, June 27, 2025, approved the adoption and implementation of a share buyback program through theTender Offer Process (TOP) under Rule 19 of the Securities Regulation Code.The offer price, timing, and other terms and conditions shall be determined and disclosed accordingly.
Other Relevant Information
Filed on behalf by:
Name Louie Mark Limcolioc
Designation Asst. Corporate Secretary
AND
COMMISSION
FORM 17-C CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER 1. June 27, 2025
Date of Report (Date of earliest event reported)
Exact name of issuer as specified in its charter
Province, country or other jurisdiction of incorporation Industry Classification Code:
JMT BUILDING, ADB AVE., ORTIGAS CENTER, PASIG CITY
Address of principal office Postal Code
8. (632) 86372917
Issuer's telephone number, including area code
9. N/A
Former name or former address, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
11. Indicate the item numbers reported herein:
The Board of Directors of the Corporation, at its special meeting held today, June 27, 2025, approved the adoption and implementation of a share buyback program through the Tender Offer Process (TOP) under Rule 19 of the Securities Regulation Code. The offer price, timing, and other terms and conditions shall be determined and disclosed accordingly.
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
SEAFRONT RESOURCES CORPORATION
Issuer
By: Atty. Louie Mark Limcolioc Assistant Corporate Secretary Alternate Information Officer Compliance Officer
SECURITIESAND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported) Jul 9, 2025
2. SEC Identification Number 40979
3. BIRTax Identification No. 000-194-465
4. Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Philippines
6. Industry Classification Code(SEC Use Only)
7.Address of principal office 7F, JMTBUILDING,ADBAVE., ORTIGAS CENTER, PASIG CITY Postal Code 1600
8. Issuer's telephone number, including area code (632) 86372917
9. Former name or former address, if changed since last report --
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding andAmount of Debt Outstanding COMMON 163,000,000
11. Indicate the item numbers reported herein ITEM 9 The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Seafront Resources Corporation SPM
PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Seafront Resources Corporation sold its entire 11.33% interest equivalent to 1,000,000 common shares
Background/Description of the Disclosure
Please see attached SEC 17C
Other Relevant Information
Filed on behalf by:
Name Louie Mark Limcolioc
Designation Asst. Corporate Secretary
1. July 9, 2025
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
Province, country or other jurisdiction of incorporation Industry Classification Code: 7.
1605
Address of principal office Postal Code
8. (632) 86372917
Issuer's telephone number, including area code
9. N/A
Former name or former address, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common stock shares 163,000,000
11. Indicate the item numbers reported herein:
Item No. 9 – Other Events
Seafront Resources Corporation (SPM) sold its entire 11.33% interest equivalent to 1,000,000 common shares in Hermosa Ecozone Development Corporation (HEDC) in favor of existing stockholders.
7F JMT BUILDING, ADB AVE., ORTIGAS CENTER, PASIG CITY
Approved by the Board on May 8, 2025, the sale will help SPM raise funds for future investments and growth. The proceeds will improve SPM’s cash position and may be used for potential new investments in the energy sector.
The agreed purchase price is PhP325 MM, with PhP300 MM to be paid upfront in cash and the remaining PhP25 MM to be paid through an earnout based on future dividends from the shares sold.
The divestment is not expected to have a material adverse effect on the overall business of SPM. SPM remains a holding company, and there will be no change in its business activities following the sale.
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
SEAFRONT RESOURCES CORPORATION
Issuer By: Atty. Louie Mark Limcolioc Assistant Corporate Secretary Alternate Information Officer Compliance Officer
SECURITIESAND EXCHANGE COMMISSION
SEC FORM
17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported) Dec 16, 2025
2. SEC Identification Number 40979
3. BIRTax Identification No. 000-194-465
4. Exact name of issuer as specified in its charter SEAFRONTRESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Philippines
6. Industry Classification Code(SEC Use Only)
7.Address of principal office 7F, JMTBUILDING,ADBAVE., ORTIGAS CENTER, PASIG CITY Postal Code 1605
8. Issuer's telephone number, including area code 0286372917
9. Former name or former address, if changed since last report --
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each
163,000,000
11. Indicate the item numbers reported herein ITEM 9 The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
Seafront Resources Corporation SPM
PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Cancellation and Replacement of Old Stock Certificates
Background/Description of the Disclosure
Please see attached SEC Form 17C
Other Relevant Information
Filed on behalf by:
Name Louie Mark Limcolioc
Designation Asst. Corporate Secretary
SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. December 16, 2025
Date of Report (Date of earliest event reported) 2. SEC Identification Number: 40979
Exact name of issuer as specified in its charter 5. Metro Manila, Philippines 6. (SEC Use Only)
Province, country or other jurisdiction of incorporation Industry Classification Code:
Address of principal office Postal Code
8. (632) 86372917
Issuer's telephone number, including area code
9. N/A
Former name or former address, if changed since last report
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Number of Shares of Common Stock Outstanding and Amount of Debt
SEAFRONT RESOURCES CORPORATION (the “SPM”) hereby discloses that, in connection with:
(i) the reverse stock split implemented on August 14, 1997, which adjusted the par value of the SPM’s shares from ₱0.01 to ₱1.00 per share; and
(ii) the quasi-reorganization approved on October 5, 1998, which reduced the number of outstanding shares to 163,000,000,
certain stock certificates bearing the old par value of ₱0.01 were not surrendered to the Stock Transfer Agent and, as a result, were not updated to reflect the correct number of shares and par value.
The Company will proceed with the automatic cancellation and replacement of these outdated stock certificates. Shareholders may claim their updated certificates from the Stock Transfer Agent beginning December 29, 2025, at no cost. For full details, please refer to the attached Annex “A” – General Notice to Shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, the issuer has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
SEAFRONT RESOURCES CORPORATION
Issuer By: Atty. Louie Mark R. Limcolioc Assistant Corporate Secretary Alternate Information Officer Compliance Officer
NOTICE OF CANCELLATION AND REPLACEMENT OF OLD STOCK CERTIFICATES OF SEAFRONT RESOURCES CORPORATION
TO ALL SHAREHOLDERS OF SEAFRONT RESOURCES CORPORATION:
We refer to: (i) the reverse stock split on August 14, 1997, which adjusted the par value of the shares of Seafront Resources Corporation (“SPM”)from₱0.01 to ₱1.00 per share, and (ii) the quasi-reorganization on October 5, 1998, which eventually reducedSPM’s number of outstanding shares to 163,000,000 shares. In respect of the same, please be advised that some of the old stock certificates with the old par value ₱0.01 were not surrendered to the Stock Transfer Agent, and hence, were not updated with the correct number of shares and par value.
To regularize the documentation and ensure proper corporate housekeeping, all shareholders of SPM are hereby notified that stock certificates issued prior to October 1998 are deemed automatically cancelled and shall be replaced with new stock certificates containing correct and updated information at no cost to the shareholders It should be noted that this cancellation and replacement of the stock certificates of SPM will not affect shareholders owning shares in scripless form. Kindly disregard this notice if old certificates have been surrendered to broker for lodgment.
Starting on December 29, 2025, the new stock certificates may be claimed by the relevant shareholders from the office of the Stock Transfer Agent at their address provided below.
Detailed instructions and requirements to claim the new stock certificates will be provided in a separate letter to the shareholders and may also be accessed through SPM’s website (https://www.seafrontresources.com.ph/#!/Investor-Relations).
Please address all queries to the following:
RCBC Trust Corporation – Stock Transfer Agent
Name: Mr. Antonio B. Madrid Jr.
Contact No.: 028894-9000 local 3692 - 3694
Email address: rcbcstocktransfer@rcbc.com
Address: 221 West Wing, Ground Floor Grepalife Building, Sen. Gil Puyat Ave., Makati City
Allissuedandoutstandingcommonsharesarelisted in thePhilippineStockExchange
10. Indicatebycheckmarkwhethertheregistrant:
(a) hasfiled allreports required to be filedbySection 11 of theSecurities Regulation Code(SRC) andSRCRule11(a)-1thereunderandSections26and141oftheCorporationCodeofthePhilippines,during the preceding 12months(orforsuchshorterperiodtheregistrantwasrequiredtofilesuchreports)
Items not to be reclassified to profit or loss in subsequent periods: Netunrealizedgains(losses)onfinancialassetsatFVOCInetoftax (Note8) (500,921) (7,741)
Seafront Resources Corporation (the Company or SRC) was registered with the Securities and Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996,theCompanyamendeditsArticlesofIncorporationwhichprovidesfortherevision of its primary purpose from engaging in the business of oilexploration and production into a holding companyandtoincludeoilexplorationandproductionbusinessasoneofitssecondarypurposes.The Company’ssharesofstockwerelistedonMay7,1974andarecurrentlytradedatthePhilippineStock Exchange.
The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, OrtigasCenter,PasigCity.
The accompanying financial statements were approved and authorized for issue by the Board of Directors(BOD).
2. BasisofPreparation
BasisofPreparation
The accompanyingfinancial statements of the Company have been prepared under the historical cost basis, except forthe financial assets atfair value through profit orloss (FVPL) and financial assets at fairvaluethroughothercomprehensiveincome(FVOCI),whichhavebeenmeasuredatfairvalue. The Company’s financial statements are presented in Philippine Peso (P=), which is also the Company’s functionalandpresentationcurrency.
The Company has investment in trust funds. The transactions and balances of the Company’s trust funds are consolidated on a line by line basis with the Company (Note 7). The trust fund reports are prepared for the same reporting year as the Company, using consistent accounting policies in accordancewithPFRSAccountingStandards.
StatementofCompliance
The financial statements of the Company have been prepared in accordance with PFRS Accounting Standards.
3. ChangesinAccountingPolicies
NewStandards,InterpretationsandAmendments
Theaccountingpoliciesadoptedareconsistentwiththoseofthepreviousfinancialyear,exceptforthe adoption of amendments effective in 2026. The Company has not early adopted any standard, interpretationoramendmentthathasbeenissuedbutisnotyeteffective.
Unless otherwise indicated, adoption of these new standards did not have any impact on the financial statementsoftheCompany.
StandardsIssuedButNotYetEffective Pronouncementsissuedbutnotyeteffectivearelistedbelow. Unlessotherwiseindicated,theCompany doesnot expect that the future adoption of the said pronouncements will have a significant impact on its financial statements. The Company intends to adopt the following pronouncements when they become effective.
Effective beginning on or after January 1, 2026
AmendmentstoIllustrativeExamplesonPFRS7,PFRS18,PAS1,PAS8,PAS26andPAS37, Disclosures about Uncertainties in the Financial Statements
AmendmentstoPFRS9andPFRS7, Classification and Measurement of Financial Instruments
PFRS19, Subsidiaries without Public Accountability
AmendmentstoPAS21, Translation to a Hyperinflationary Presentation Currency
Deferred effectivity
AmendmentstoPFRS10, Consolidated Financial Statements,andPAS28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
4. SummaryofSignificantAccountingPolicies
FinancialInstruments
Initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liabilityor equityinstrumentofanotherentity.
Financial assets - Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, FVOCIandFVPL.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. The Company initiallymeasuresafinancialassetatitsfairvalueplus,inthecaseofafinancialassetnotatfairvalue throughprofitorloss,transactioncosts.
InorderforafinancialassettobeclassifiedandmeasuredatamortizedcostorfairvaluethroughOCI, it needs to give rise to cash flow that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrumentlevel.
The Company’s business model for managing financial assets refers to how it manages its financial assets to generate cash flows. The business model determines whether cash flows will result from collectingcontractualcashflows,sellingthefinancialassets,orboth.
Financialassetsatamortizedcostaresubsequentlymeasuredusingtheeffectiveinterest(EIR)method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized,modifiedorimpaired.
The Company’s financial assets at amortized cost includes Cash and cash equivalents, Receivables, Notesreceivable,andNoncurrentreceivables.
Financial assets at FVPL
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorilyrequired tobemeasuredatfairvalue. Financialassetsareclassifiedasheld fortradingif they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effectivehedginginstruments. Financialassetswithcashflowsthatarenotsolelypaymentsofprincipal andinterestareclassifiedandmeasuredatfairvaluethroughprofitorloss,irrespectiveofthebusiness model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments may be designated as at FVPL on initial recognitionifdoingsoeliminates,orsignificantlyreduces,anaccountingmismatch.
This category includes derivative instruments andquoted equity investments which the Companyhad notirrevocablyelectedtoclassifyatfair value throughOCI. Dividendson quotedequityinvestments arealsorecognizedasotherincomeinprofitorlosswhenthe rightofpaymenthasbeenestablished.
The Company’s financial assets at FVPL consists of investments in quoted equity securities held for trading.
Financial assets designated at FVOCI (equity instruments)
Uponinitialrecognition,theCompanycanelecttoclassifyirrevocablyitsequityinvestmentsasequity instruments designated at FVOCI when they meet the definition of equity under PAS 32, Financial Instruments: Presentation and Disclosure, andarenotheldfortrading. Theclassificationisdetermined onaninstrument-by-instrumentbasis.
Gainsandlossesonthesefinancialassetsareneverrecycledtoprofitorloss. Dividendsarerecognized as other income in profit or loss when the right of payment has been established, except when the Companybenefitsfromsuchproceedsasarecovery ofpartofthecostof thefinancialasset,inwhich case, such gains are recorded in OCI. Equity instruments designated at FVOCI are not subject to impairmentassessment.
The Company’s financial assets at FVOCI include quoted and unquoted equity securities and debt governmentsecurities.
ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from defaulteventsthatarepossiblewithinthenext12months(a12-monthECL). Forthosecreditexposures for whichtherehasbeenasignificant increasein credit risksinceinitialrecognition, a lossallowance isrequiredforcreditlossesexpectedovertheremaininglifeoftheexposure,irrespectiveofthetiming ofthedefault(alifetimeECL).
The Company may consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off whenthereisnoreasonableexpectationofrecoveringthecontractualcashflows.
Financial liabilities - Initial recognition and measurement
The Company’s financial liabilities consist of Accounts payables and accrued expenses classified, at initialrecognition,asloansandborrowingsrecognizedatfairvalue.
the Company has transferred its right to receive cash flows from the asset and either; (a) has transferred substantially all the risks and rewards of the asset; or (b) has neither transferred nor retainedsubstantiallyalltherisksandrewardsoftheasset,buthastransferredcontroloftheasset.
The principalorthemostadvantageousmarketmust be accessibletobytheCompany. Thefairvalue of an asset or a liability is measured using the assumptions that market participants would use when pricingtheassetorliability,assumingthatmarketparticipantsactintheireconomicbestinterest.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs andminimizingtheuseofunobservableinputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorizedwithinthefairvaluehierarchy,describedasfollows,basedonthelowestlevelinputthatis significanttothefair valuemeasurementasawhole:
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair valuemeasurementisdirectlyorindirectlyobservable
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair valuemeasurementisunobservable
For assets and liabilities that are recognized in the financial statements on a recurring basis, the CompanydetermineswhethertransfershaveoccurredbetweenLevelsinthe hierarchybyre-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole)attheendofeachreportingperiod.
CapitalStock
Capital stock is measured at par value for all shares issued. Incremental costs incurred directly attributabletotheissuanceofnewsharesareshowninequityasadeductionfromproceeds,netoftax. WhentheCompanypurchasesitsowncapitalstock(treasuryshares),theconsiderationpaid,including any attributable incremental costs, is deducted from equity until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of anydirectlyattributableincrementaltransactioncostsandtherelatedtaxeffectsisincludedinequity.
RetainedEarnings
Retained earnings represent accumulated earnings of the Company less dividends declared and with consideration of any changes in accounting policies and other adjustments applied retroactively. Retained earnings also includes transfer of cumulative gain or loss on equity securities at FVOCI realizedthroughdisposal.TheretainedearningsoftheCompanyareavailablefordividendsonlyupon approvalanddeclarationoftheBOD.
EarningsPerShare(EPS)
Basic earnings per share are computed on the basis of the weighted average number of shares outstandingduringtheyearaftergivingretroactiveeffectforanystockdividendsdeclaredinthecurrent year.
Rental income under non-cancellable leases is recognized in the statement of comprehensive income onastraight-linebasisovertheleaseterms,asprovidedunderthe termsoftheleasecontract.
Management income
Management income from contracts with customers is recognized when control of the services is transferredtothecustomeratanamountthatreflectstheconsiderationtowhichtheCompanyexpects to be entitled in exchange for those goods. The Company has concluded that it is the principal in its revenue arrangement since it is the primary obligor in all revenue arrangements, has pricing latitude andisalsoexposedtocreditrisk. Managementincomeisrecognizedovertime,usinganinputmethod tomeasureprogresstowardscompletesatisfactionoftheservice,becausethecustomersimultaneously receivesandconsumesthebenefitsprovidedbytheCompany.
GeneralandAdministrativeExpenses
Expenses are recorded when incurred. General and administrative expenses constitute costs of administeringthebusiness.
Deferred tax is provided on all temporary differences at the reporting date between the tax bases of assetsandliabilitiesandtheircarryingamountsforfinancialreportingpurposes.
Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits from excess minimum corporate income tax (MCIT) over regular corporate income tax and unused net operating loss carryover (NOLCO), to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and the carryforward of unused tax credits from excess MCITandunexpiredNOLCOcanbeutilized.
Thecarryingamountofdeferredtaxassetsisreviewedateachreportingdateandreducedtotheextent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferredtaxassettobeutilized. Unrecognizeddeferredtaxassetsarereassessedateachreportingdate and are recognized to the extent that it has become probable that future taxable profit will allow the deferredtaxassettoberecovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enactedorsubstantiallyenactedatthereportingdate.
EventsAfterthe ReportingDate
Post year-end events up to the date of auditors’ report that provide additional information about the Company’ssituationatthereportingdate(adjustingevents)arereflectedinthefinancialstatements,if any. Postyear-endeventsthatarenotadjustingeventsaredisclosedinthenoteswhenmaterial.
The preparation of the accompanying financial statements requires management to make judgments, estimates and assumptions that affect amounts reported in the financial statements and related notes. The judgments, estimates and assumptions used in the financial statements are based upon management’sevaluationofrelevantfactsandcircumstancesasofthedateoftheCompany’sfinancial statements. Actualresultscoulddifferfromsuchestimates.
Judgments andestimates are contractually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Judgment
In the process of applying the Company’s accounting policies, management has made the following judgments,apartfromthoseinvolvingestimations,whichhasthemostsignificanteffectontheamounts recognizedinthefinancialstatements:
Determining the classification of investments in equity securities
The Company applies significant judgment in determining the appropriate classification of its investmentsinequitysecuritiesinaccordancewithPFRS9, Financial Instruments. Equityinvestments are measured at fair value through profit or loss (FVPL) by default unless the Company, at initial recognition, irrevocably elects to classifysuchinvestments atfair value through other comprehensive income(FVOCI).
In making this assessment, the Company considers the purpose for which the equity investments are held, including whether they are acquired principally for short-term trading or held for long-term strategicobjectives. Otherfactorsconsideredincludeexpectedholdingperiod,theCompany’sintent, historical trading activity, risk management strategy, and how the performance of the investments is evaluatedandreportedtokeymanagementpersonnel.
Equity investments that are not held for trading and are intended to be held for long-term value appreciation and dividend income are designated at FVOCI, whereas investments held for trading purposesormanagedonafair-value-through-profit-or-lossbasisareclassifiedatFVPL.
The Company’s financial assets at FVPL consists of investments in quoted equity securities held for tradingwhiletheCompany’sfinancialassetsatFVOCIincludequotedandunquotedequitysecurities anddebtgovernmentsecurities.
EstimatesandAssumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the statementsoffinancialpositiondate,thathaveasignificantriskofcausingamaterialadjustmenttothe carryingamountsofassetsandliabilitieswithinthenextfinancialyeararediscussedbelow.
Estimation of fair value of unquoted equity securities classified as financial assets at FVOCI
The Company uses its judgment to select the most appropriate valuation methodology to value its unquotedequityinvestmentsandmakeassumptionsthataremainlybasedonmarketconditionsexisting ateachreportingperiod. AsofDecember31,2025and2024,theCompanyvaluedtheunquotedequity securities classified as financial assets at FVOCI using the adjusted net asset method which is a combinationofthemarketandincomeapproaches. Itinvolvesdirectlymeasuringthefairvalueofthe assets and liabilities of the investee company, as mainly determined by the Company’s external appraiser. Assets of theinvestee companyconsistmainly ofparcelsof landforsale whichisadjusted to its fair value. The fair value adjustments arising from changes in fair value of unquoted equity securitiesarefullydisclosedinNote8.
Recognition of deferred tax assets
The Company’s deferred tax assets pertain to the carryforward benefits of NOLCO and excess MCIT overRCIT. Judgmentisrequiredtodeterminetheamountofdeferredtaxassetsthatcanberecognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.
The Company did not recognize deferred tax assets amounting to P =5.07 million and P =4.33 million as of December 31, 2025 and 2024, respectively (Note 13). Management believes that it may not be probablethatsufficienttaxableincome will be available against whichtheincome tax benefitscanbe realizedpriortotheirexpiration.
6. CashandCashEquivalents
31-Mar-26 31-Dec-25 (Unaudited) (Audited)
Cashinbanks P=7,612,404 P =8,538,774 Cashequivalents(Note7) 295,324,181 376,429,064 P=302,936,585 P =384,967,838
Cash in banks earn interest at the prevailing bank deposit rates. Cash equivalents are short-term investmentsthataremadefor varying periodsofuptothree monthsdependingontheimmediatecash requirementsoftheCompanyandearninterestattheprevailingshort-termplacementrates.
Interest income earned on cash in banks and cash equivalents amounted to P =3.14 million and P =1.57 millionforthe1stquarterof2026and2025,respectively.
7. InvestmentinTrustFunds
The Company established trust funds (the Trust) which are being administered by a local bank under two trust agreements. The details of the trust funds based on the financial statements issued by the trusteebankareasfollows: 31-Mar-26 31-Dec-25 (Unaudited) (Audited)
The assets, liabilities and performance of the funds are consolidated in the applicable accounts of the Companyforfinancialstatementpresentationpurposes.
31-Mar-26 31-Dec-25 (Unaudited) (Audited)
Short-term investments are made for varying periods of up to three months and earn interest at the prevailing short-term placement rates ranging from 4.45% to 4.65% per annum for the current period comparedto4.55%to5.65%perannumforthepreviousyear.
OnJanuary31,1997,theCompanyenteredintoaProjectShareholders’Agreementwithfive(5)other companies led by Investment and Capital Corporation of the Philippines (ICCP) and Penta Capital Investment Corporation(PCIC) to develop500to600hectaresofrawlandin Hermosa,Bataanintoa new township consisting of industrial estates, residential communities, a golf and country club and a commercialcenter.
ThefairvalueofinvestmentinHEDCisdeterminedusingtheadjustednetassetvaluemethodwherein the assets of HEDC consisting mainly of parcels of land are adjusted from cost to its fair value. The valuation of the parcels of land was performed by Cuervo Appraisers, Inc., an SEC-accredited independent valuer as at December 31, 2025 and 2024. This measurement falls under Level 3 in the fair valuehierarchy.
Fair value measurement disclosures for the determination of fair value of unquoted equity securities areprovidedinNote13.
OnJuly8,2025,theCompany soldits 11.33% equityinterestwithoutrecycling,equivalentto one (1) million common shares. The shares were sold to Science Park of the Philippines, Inc., Regatta Holdings,Inc.andAssetGrowthInc.
The agreed purchase price amounted to P =325 million, consisting of P =300 million payable in cash upfront and an additional P =25 million which was recorded as a noninterest-bearing noncurrent receivables,tobereceivedthrough anearnout arrangementbasedonfuturedividends. Proceedsfrom the sale amounted to P =266.25 million, net of capital gains tax paid. The fair value of the unquoted equity securities at time of sale is P =565.95 million. Cumulative gain on equity securities at FVOCI realizedthroughdisposalamountedtoP =396.84millionandrealizedgainonthesaleofinvestment,net of P =33.75 million capital gains tax, amounted to P =191.25 million is recognized directly in retained earnings.
9. Receivables
31-Mar-26 31-Dec-25 (Unaudited) (Audited)
10.
NotesReceivable
OnFebruary1,2024,theCompanyplacedP =100.00millionina362-daytenorpromissorynotethrough RCBC Capital Corporation, subject to quarterly interest payment of 8% per annum. This was paid uponmaturityandlater placedona91-daystenorpromissorynote,subjecttointerest payment of7%.
Management income pertains to accounting, legal and administrative services rendered by the CompanytoHEDC(seeNote12).
Rental income pertains to rentals earned from a parking slot owned by the Company which are classified as investment property. As of March 31, 2026 and December 31, 2025,the cost of the fully depreciatedparkingslotsamountedtoP =207,598.
The fair value of the investment property ranges from P =800,000 to P =1,735,000 per slot as of March31,2026andDecember31,2025,respectively. Thishasbeendeterminedonthebasisofrecent sales of similar properties in the same area as the investment property and taking into account the economicconditionsprevailingatthetimethevaluationwasmade.Thesignificantunobservableinputs used in determining the fair value include the location, size, shape, and highest and best use (Level 3 - Significant unobservable inputs). There are no related costs for the operation of the investment property.
12. RelatedPartyTransactions
Relatedpartyrelationshipexistswhenonepartyhastheabilitytocontrol,directly,orindirectlythrough one or more intermediaries, the other party or exercise significant influence over the other party in makingfinancialandoperatingdecisions. Suchrelationshipalsoexistsbetweenand/oramongentities,
which are under common control with the reporting enterprises and its key management personnel, directors,oritsshareholders. Inconsideringeachrelatedpartyrelationship,attentionisdirectedtothe substanceoftherelationship,andnotmerelythelegalform.
The Company’s financial statements include the following amounts resulting from transactions with relatedparties:
31-Mar-26 (Unaudited)
Managementincome (Notes9and11)
* included as part of accounts payable and accrued expenses
Affiliate:
(Notes9and 11)
31-Dec-25 (Audited)
impairment
no impairment
=832,456 (P=40,370)
* included as part of accounts payable and accrued expenses
OnApril1,2022,theCompanyenteredintoamanagementagreementwithPERC,underwhichPERC provides management and technical services includingcompliance, administration and supervision of operations,finance,accounting,treasury,andgeneral services.This agreement tookeffect onthedate ofexecutionandmaybeterminatedbyeitherpartyupon30daysofpriorwrittennotice. TheCompany paysamonthlyservicefeeamountingtoP =35,000,exclusiveofVAT. Furthermore,PERCalsocharges directcostsasanincidenceoftheperformanceofservicessuchasrentofofficespaceandotherofficerelatedcosts.
TheCompanyalsoenteredintoanagreementwithHEDC,underwhichtheCompany,throughPERC, provides management services particularly the supervision of finance, accounting and treasury functions.HEDCpaysamonthlyfeeamountingtoP=25,000. TheagreementwasterminatedonJuly8, 2025aftertheexecutionofthesaleofHEDCshares.
Terms and conditions of transactions with related parties
Thetransactionsfromrelatedpartiesaremadeontermsequivalenttothosethatprevailinarm’slength transactions. Outstandingbalancesatyear-endaretounsecuredandinterestfreeandsettlementoccurs in cash. There have been no guarantees provided or received for any related party receivables or payables.
13. FinancialInstruments
CategoriesandFairValuesofFinancialInstruments
The methods and assumptions used by the Company in estimating the fair values of the financial instrumentsare:
Cash and cash equivalents, Receivables and Notes receivable
Due to the short-term nature of the instruments, carrying amounts approximate fair values as of the reportingdate.
For quoted equity securities, fair values are based on published quoted prices. This is under Level 1 categoryofthefairvaluehierarchy.
Unquoted equity securities
For unquoted equity securities, fair values are determined using the adjusted net asset value method which involves directly measuring the fair value of the assets and liabilities of the investee company. ThismeasurementfallsunderLevel3inthefairvaluehierarchy.
The significant unobservable inputs used in the fair value measurement categorized within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at March 31, 2026 and December31,2025areshownbelow:
Valuationtechnique Significant unobservableinputs Range
Unquotedequity sharesatFVOCI Adjustednetasset valuemethod Price persquaremeter P =910-P =8,500
The appraised value of the land was determined using the market approach which is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets. Net adjustment factors arising from external and internal factors (i.e.
location, size/shape/terrain, and development) affecting the subject properties as compared to the marketlistingofcomparablepropertiesrangesfrom-20%to-10%.Significantfavorable(unfavorable) adjustments to the aforementioned factors based on the professional judgment of the independent appraisers would increase (decrease) the fair value of land, in return the fair value of the unquoted financialasset.
FinancialRiskManagementObjectivesandPolicies
The Company’s financial instruments comprise cash and cash equivalents, receivables, noncurrent receivables, financial assets and accounts payable and accrued expenses. The main purpose of these financial instruments is to fund its own operations and capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee of the BOD meets regularly andexercisesoversightroleinmanagingtheserisks.
Financial Risks
The main financial risks arising from the Company’s financial instruments are market risk and credit risk.
Liquidity risk is the risk that the Company is unable to meet its financial obligation when due. The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchangeandmaynotbereadilyconvertibletoliquidassetsnecessarytomeetanypotentialadditional liquidityrequirementsoftheCompany.
The Company monitors its cash position and overall liquidity position in assessing its exposure to liquidityrisk. TheCompanymaintainsalevelofcashandcashequivalentsdeemedsufficienttofinance operationsandtomitigatetheeffectsoffluctuationincashflows.
Market risk
Marketriskistheriskoflossonfutureearnings,onfairvaluesoronfuture cashflowsthatmayresult fromchangesinmarketprices. The valueof afinancialinstrumentmaychangeasa resultofchanges in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. TheCompany’smarketriskemanatesfromitsholdingsindebtandequitysecurities.
The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entity-specific factorswhichcould directly or indirectly affectthe prices of theseinstruments. In case of an expected declineinits portfolio of equitysecurities,theCompanyreadilydisposesortrades thesecuritiesforreplacementwithmoreviableandlessriskyinvestments.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. With respect to credit risk arising from cash and cash equivalents, receivables, financial assets at FVPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its creditriskontheseassetsbydealingonlywithreputablecounterparties.
For Cash and cash equivalents and quoted governmentsecurities, the Company applies the low credit risksimplificationwheretheCompanymeasurestheECLsona12-monthbasisbasedontheprobability of defaultandlossgivendefaultwhichare publicly available. TheCompanyalsoevaluates the credit rating of the bank and other financial institutions to determine whether the debt instrument has significantlyincreasedincredit riskandtoestimateECLs.
The Companyconsidersitscashand cashequivalentsandquotedgovernment securitiesashighgrade since these are placed in financial institutions of high credit standing. Accordingly, ECLs relating to thesedebtinstrumentsroundstonil.
The Company’s receivables are aged current as of March 31, 2026 and December 31, 2025. No receivablesareconsideredcredit-impaired.
As of March 31, 2026 and December 31, 2025, the carrying values of the Company’s financial instrumentsrepresentmaximumexposure asofreportingdate.
The table below shows the comparative summary of maximum credit risk exposures on financial instrumentsasofMarch31,2026andDecember31,2025:
The following tables show financial instruments recognized at fair value as of March 31, 2026 and December31,2025,analyzedbetweenthose whosefairvaluesare basedon:
The primary objective of the Company’s capital management is to ensure that it maintains a strong creditratingandhealthycapitalratiosinordertosupportitsbusinessandmaximizeshareholders’value.
TheCompanymonitorscapitalusingadebt-to-equityratio,whichistotaldebtdividedbytotalequity. The Company includes within total debt its accounts payable and accrued expenses. Total equity includescapitalstock,netunrealizedgainsonfinancialassetsatFVOCIandretainedearnings.
The Company has no potentially dilutive common stock as of March 31, 2026, March 31, 2025, and December31,2025.
16. TreasuryShares
Treasury shares represent the Company’s own shares that have been repurchased and are held by the Company. These shares are recognized at acquisition cost and presented as a deduction from total shareholders’ equity in the statement of financial position. Treasury shares do not carry voting rights and arenot entitledtodividends.
17. Others
a) The Interim Financial Report as of March 31, 2026 is in compliance with generally accepted accountingprinciples(alleffectivestandardsandinterpretationsunderPFRS).
b) The same policies and methods of computation were followed in the preparation of the interim financialreportcomparedtotheDecember31,2025AuditedFinancialStatements.
c) Therearenounusualitemoritemsthataffectedtheassets,liabilities,equityandcashflowsofthe March31,2026FinancialStatements.
d) Thereare no material events happened subsequent tothe endof March 31, 2026 that might affect theresultofsaidfinancialstatements.
e) Earnings (loss) per share is presented in the face of the unaudited statements of income for the periodendedMarch31,2026andMarch31,2025.
f) Other thanthe buyback of shares,there are nosignificant events thathappened duringthe quarter thatwill affecttheMarch31,2026UnauditedFinancialStatements.
g) There are no seasonal aspects that have a material effect on the financial position or results of operationof theCompany.
h) There is no foreseeable event that will trigger direct or contingent financial obligation that is materialtotheCompany,includinganydefaultofacceleratedobligation.
i) There are no material off-balance sheet transactions, arrangements, obligations and other relationshipsoftheCompanywithotherentitiesorpersonsthatwerecreatedduringtheperiod.
l) Therearenochangesinthecompositionoftheissuerduringtheinterimperiod,includingbusiness combinations,acquisitionor disposal of subsidiariesandlong-term investments,restructuring and discountingoperationsduringtheperiod.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTSOFOPERATIONS
TheCompany’scashandcashequivalentsamountedtoP=302.937millionasofMarch31,2026andP=15.583 million as of March 31, 2025. The 1844.03% net increase was due to the cash received from the sale of investment inHEDC.
FinancialassetsatFVTPLamountedtoP =29.867millionandP =29.075millionasofMarch31,2026andas of March 31, 2025, respectively. The 2.72% increase is due to upward movement of market values of investmentsinstockstradedatPSE.
Receivables account as of March 31, 2026 amounted to P =1.670 million compared toP =1.855 million as of March 31, 2025. The 9.96% net decrease mainly refers to collection of dividendreceivables from various stockinvestmentsandmoneymarketplacements(MMPs)duringtheperiod.
Notes receivable as of March 31, 2025 amounted to P =100 million refers to the 362-day tenor promissory notethroughRCBCCapitalCorporation. ThematurityofthisinvestmentoccurredonApril29,2025.
Financialassets atFVOCIasofMarch31,2026amountedtoP =20.076millionand P =622.903millionas of March31,2025. The96.78%netdecreaseisduetothedisposaloftheinvestmentinHEDCinJuly2025.
Input VAT amounted to P =1.785 million and P =1.391 million as of March 31, 2026 and March 31, 2025, respectively.The28.34%netincreasemainlyrepresentsadditionalinputtaxesrecordedduringthe period.
Accounts payable and accrued expenses amounted to P =0.375 million and P=0.480 million as of March 31, 2026 and March 31, 2025, respectively. The 21.99% net decrease is due to settlement of payables during theperiod.
The Company posted a net income of P =1.104 million or P =0.007 earnings per share as of March 31, 2026 comparedtonetincomeofP =0.408millionorP =0.003earningspershareasofMarch31,2025.
Dividend income amounted to ₱0.040 million and ₱0.065 million as of March 31, 2026 and March 31, 2025,respectively.Thedecreasereferstolowerdividendsreceivedfromvariousstockinvestments.
GeneralandadministrativeexpensesamountedtoP =1.177millionandP =0.643millionasofMarch31,2026 and March 31, 2025, respectively. The 83.13% increase is attributable to higher expenses related to stockholders’meeting.
The Company’s net loss on fair value changes on financial assets at FVTPL amounted to P =0.901 million andP =0.663millionasofMarch31,2026andMarch31,2025,respectively.The35.76%increaseisdueto thedownwardmovementofinvestmentsinstocksduringtheperiod.
Provision for income tax as of March 31, 2026 and 2025 refers to the Minimum Corporate Income Tax (MCIT) of 2% set-up. The Company set-up MCIT rather than the 25% regular tax because most of its incomearefromunrealizedmarketchangesofinvestmentsandpassiveincomesubjecttofinaltax.
Total assets amounted to P =381.937 million as of March 31, 2026 compared to P =465.452 million as of December31,2025,respectively.
The Company’scashandcashequivalentsamountedtoP =302.937millionasofMarch31,2026compared toP =384.968millionasofDecember31,2025.The21.31%decreasewasduetothepaymentsmadeforthe repurchaseofsharesfromstockholders.
FinancialassetsatFVTPLamountedtoP =29.867millioncomparedtoP =30.768millionasofMarch31,2026 and December 31, 2025. The 2.93% decrease refers to downward movement of market values of investmentsinstockstradedatPSEduringtheperiod.
Receivables account as of March 31, 2026 amounted to P =1.670 million compared toP =1.992 million as of December 31, 2025. The 16.16% decrease mainly refers to shorter tenor of investments in MMPs and dividendreceivablefromvariousstockinvestmentsduringtheperiod.
Decrease of 2.43% in financial assets at FVOCI refers to the downward movement of market values in governmentsecuritiesinvestmentsfromRCBCtrustaccount.
Input VAT account as of March 31, 2026 amounted to P =1.785 million compared to P =1.535 million as of December31,2025.The16.28%increasemainlyreferstotheinputtaxesduringtheperiod.
Accounts payable and accrued expenses amounted to P =0.375 million and P=0.774 million as of March 31, 2026 and December 31, 2025, respectively. The 51.60% net decrease accounts for the settlement of payablesandaccrualsduringtheperiod.
Total stockholders’ equity as of March31, 2026 amounted toP =381.562 million or P2.341 book value per share compared to P =464.678 million or P2.851 book value as of December 31, 2025. The 17.89% net decreaseisduetotherecognitionofTreasurySharesduringthe period.
Furthermore, the Company manages its receivables by monitoring on a regular basis to ensure timely executionofnecessaryinterventionsefforts.
LiquidityManagement
The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidityrequirementsoftheCompany.
As of December 31, 2024, the Company’s investment in unquoted securities, classified under financial assetsatFVOCI,amountedto₱603.068million.AsofDecember31,2025,theCompanyhadfullydisposed ofitsinvestmentsinsharesofstocknotlistedonthePhilippineStockExchange.
Managementof liquidity requires aflow andstockperspective. Constraint such as political environment, taxation,foreignexchange,interestratesandotherenvironmentalfactorscanimposesignificantrestrictions onfirmsinmanagementoftheirfinancialliquidity.
Seafront has considered the above factors and paid special attention to its cash flow management. The Companyidentifiesallitscashrequirementsforacertainperiodandinvestsunrestrictedfundstomaximize interestearnings, i.e.moneymarketplacementsand placementin promissorynote.
RateofReturnofEachStockholder
The Companyhasnoexistingdividend policy. However,theCompanyintendstodeclaredividendsinthe futureoutofitsunrestrictedretainedearningsinaccordancewiththeCorporationCodeofthePhilippines.
CostReductionEffort
In order to minimize expenses, the Company has engaged the services of PetroEnergy Resources Corporationtohandleitslegal,administrative,accountingandtreasuryfunctions.
The Company is still on wait-and-see attitude with respect to investing in other businesses. It has no intentionofincreasingitscapitalstock. Thecurrentmarketdoesnotwarrantanaggressivestancetowards investments. The Company is generating its funds from interest earnings on money market placements.
The Company assesses itsexposure to financialrisksparticularlyoncurrency,interest, credit,market and liquidity risks. Should any changes in these risk exposures materially affect the Company’s financial positionandresultsofoperations,adiscussionisprovidedinthereportoutliningthequantitativeimpactof such risks. This includes a description of enhancements to the Company’s risk management policies implementedtoaddresstheseexposures.
The Company’s principalfinancialinstrumentsinclude cashandcash equivalents,tradingand investment securities (financial assets at FVTPL) andreceivables.The main purpose of these financial instruments is tofundtheCompany’sworkingcapitalrequirements.
FinancialRiskManagementObjectivesandPolicies
Please refertoNote13.
PlanofOperations
A. InvestmentinFinancialAssetsatFVOCInottradedinthemarket(InvestmentinHEDC)
B. InvestmentinFinancialAssetsatFVTPLandFVOCItradedinthemarket
The Company will continue to closely monitor the prices of its securities as well as those specific factors which could directly or indirectly affect the prices of these instruments. Because such investments are subject to price risk due tochanges in market values, an expected decline inthe portfolio will prompt the Companytodispose ortrade thesecurities for replacementwithmore viableandlessriskyinvestmentsin thefuture.
Other than the investments previously disclosed, the Company is exploring potential investments in the energysector,whichmaypresentadifferentsetofrisksandopportunities.
PARTII-OtherInformation
The Company has no other information that need to be disclosed other than disclosures made under SEC Form17-C(ifany).
Thefairvalueforfinancialinstrumentstradedinactivemarketsatthereportingdateisbasedontheirquoted market price without any deduction for transaction costs. For securities in which current bid and asking pricesarenotavailable,thepriceofthemostrecenttransactionprovidesevidenceofthecurrentfairvalue as long as there has not been a significant change in economic circumstances since the time of the transaction.
For unquotedfinancial securities, the Company uses its judgment to select the most appropriate valuation methodology to value its unquoted equity investments and make assumptions that are mainly based on market conditions existing at each reporting period. It involves directly measuring the fair value of the assets andliabilitiesofthe investee company,asmainly determinedbythe Company’s external appraiser. Assetsoftheinvesteecompanyconsistmainlyofparcelsoflandforsalewhichisadjustedtoitsfairvalue.
Schedule B. Amounts Receivable from Directors, Officers, Employees and Principal Stockholders (Other thanRelatedParties)
The Company has no outstanding receivables from its directors, officers, employees and principal stockholdersasofMarch31,2026andDecember31,2025.
Schedule C. Amounts Receivable from/Payable to Related Parties which are Eliminated during the ConsolidationofFinancialStatements
The Company has no long-term indebtedness to related parties as of March 31, 2026 and December 31, 2025.
Schedule F.GuaranteesofSecuritiesofOtherIssuers
The Company doesnothaveguaranteesofsecuritiesofotherissuers as of March31, 2026and December 31,2025.
ScheduleH.CapitalStock
SEAFRONTRESOURCESCORPORATION
SCHEDULEOFFINANCIALSOUNDNESSINDICATORS
Financial Soundness Indicators
Below are the financial ratios that are relevant to the Company for the 1st quarter ended March 31, 2026, March31,2025andfor theyearendedDecember31,2025:
*Earnings before interest, taxes, depreciation and amortization (EBITDA)
