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TFC — Audit Report / Information 2025
Apr 21, 2026
51902_rns_2026-04-21_40ce4d70-a233-4ee7-b218-5136e9d331fc.pdf
Audit Report / Information
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Stock Code:1722
TAIWAN FERTILIZER CO., LTD.
Parent Company Only Financial Statements
With Independent Auditors’ Report For the Years Ended December 31, 2025 and 2024
Address: 17F, No.170, Jingmao 1st Rd., Nangang Dist., Taipei City 115018, Taiwan Telephone: (02)2542-2231
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
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Table of contents
| Contents 1. Cover Page 2. Table of Contents 3. Independent Auditors’ Report 4. Balance Sheets 5. Statements of Comprehensive Income 6. Statements of Changes in Equity 7. Statements of Cash Flows 8. Notes to Financial Statements (1) Company history (2) Approval date and procedures of the financial statements (3) New standards, amendments and interpretations adopted (4) Summary of material accounting policies (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty (6) Explanation of significant accounts (7) Related-party transactions (8) Pledged assets (9) Commitments and contingencies (10) Losses due to major disasters (11) Subsequent events (12) Other (13) Other disclosures (a) Information on significant transactions (b) Information on investees (c) Information on investment in mainland China (14) Segment information 9. List of major account titles |
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KPMG
台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web kpmg.com/tw
Independent Auditors’ Report
To the Board of Directors of TAIWAN FERTILIZER CO., LTD.:
Opinion
We have audited the financial statements of TAIWAN FERTILIZER CO., LTD.(“ the Company” ), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and its financial performance and its cash flows for the year ended December 31, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“ IASs” ), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters that, in our professional judgment, should be communicated are as follows:
1. Inventory Valuation
For details of accounting policies related to inventory valuation, please refer to Note 4(g) Inventory of the financial statements. For details of uncertainties in accounting estimates and assumptions related to inventory valuation, please refer to Note 5(a) of the financial statements. For descriptions on inventory valuation, please refer to Note 6(f) of the financial statements:
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
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Description of key audit matter:
The inventory amount of the Company is presented at the lower of costs and net realizable amount. As The price of material is subject to market volatility, the Company complies with the policy of Ministry of Agriculature in order to stabilize the domestic fertilizer price, which may, in turn, generate risks where the inventory costs are higher than the net realizable value. Therefore, inventory valuation is a matter that requires great attention for our audits on the financial statements.
How the matter was addressed in our audit:
Our audit procedures for the above key audit matters included: understanding and evaluating management's inventory valuation policies; participating in the inventory count and inspecting the condition of inventory to assess whether any obsolete or damaged inventory; sampling the latest sales prices of inventory and assessing the reasonableness of net realizable value; as well as determining whether the related disclosure items for inventory allowances are appropriate.
Other Matter
We did not audit the financial statements as of and for the years ended December 31, 2025 and 2024, of certain investees in equity method. Those statements were audited by other auditors, whose reports have been furnished to us. Our opinion, insofar as it relates to the amounts included in the Corporation’ s financial statements for these investees, is based solely on the reports of the other auditors. As of December 31, 2025 and 2024, the investments in the aforementioned investees are 11.63% (NT$9,444,994 thousand) and 11.51% (NT$9,295,657 thousand), of the Company’s total assets. For the years ended December 31, 2025 and 2024, the investment income on the above said investees are 107.70% (NT$1,208,866 thousand) and 61.50% (NT$982,598 thousand) of the Company’s income before income tax.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chen, Chung-Che and Huang, Hsin-Ting.
KPMG
Taipei, Taiwan (Republic of China) March 4, 2026
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAIWAN FERTILIZER CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (notes 6(a) and (t)) 1110 Current financial assets at fair value through profit or loss (notes 6(b) and (t)) 1120 Current financial assets at fair value through other comprehensive income (notes 6(c) and (t)) 1150 Notes receivable, net (notes 6(d), (q) and (t)) 1170 Accounts receivable, net (notes 6(d), (q), (t) and 7) 1200 Other receivables(notes 6(e)and (t)) 1220 Current tax assets 130X Inventories (note 6(f)) 1410 Prepayments 1476 Other current financial assets (notes 6(a), (t), 8 and 9) 1470 Other current assets Total current assets Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income (notes 6(c) and (t)) 1550 Investments accounted for using equity method (notes 6(g) and (t)) 1600 Property, plant and equipment (note 6(h)) 1755 Right-of-use assets (note 6(i)) 1760 Investment property, net (notes 6(j), (l) and 8) 1780 Intangible assets 1840 Deferred tax assets (note 6(n)) 1930 Long-term notes and accounts receivable (notes 6(e) and (t)) 1980 Other non-current financial assets (notes 6(a), (t) and 8) 1990 Other non-current assets, others (note 6(t)) Total non-current assets Total assets |
December 31, 2025 Amount % $ 886,526 2 1,000,323 1 75,076 - 11,511 - 988,392 1 54,183 - 151,869 - 3,143,986 4 455,543 1 297,817 - 25,131 - 7,090,357 9 4,161,355 5 12,556,439 15 10,685,189 14 624,951 1 45,682,741 56 7,852 - 357,447 - 20,823 - 31,868 - 15,220 - 74,143,885 91 $ 81,234,242 100 |
December 31, 2024 Amount % 3,454,135 4 400,067 1 71,018 - 83,506 - 812,164 1 29,050 - 151,869 - 2,815,817 4 52,089 - 1,706 - 26,923 - 7,898,344 10 4,230,741 5 12,369,312 15 10,993,530 15 729,708 1 43,962,544 54 4,602 - 244,882 - 23,297 - 324,968 - 13,890 - 72,897,474 90 80,795,818 100 Liabilities and Equity Current liabilities: 2130 Current contract liabilities (note 6(q)) 2170 Accounts payable (notes 6(t) and 7) 2200 Other payables (notes 6(t), 7 and 9) 2230 Current tax liabilities 2280 Current lease liabilities (note 6(t)) 2313 Unearned revenue (note 6(j)) 2310 Other advance receipts 2399 Other current liabilities, others Total current liabilities Non-current liabilities: 2540 Long-term borrowings (notes 6(k), (t), 7and 8) 2550 Non-current provisions 2570 Deferred tax liabilities (note 6(n)) 2580 Non-current lease liabilities (note 6(t)) 2630 Long-term deferred revenue (note 6(j)) 2640 Net defined benefit liability, non-current (note 6(m)) 2645 Guarantee deposits received (notes 6(t) and 7) Total non-current liabilities Total liabilities Equity(note 6(o)): 3100 Capital stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest Total equity Total liabilities and equity |
December 31, 2025 | December 31, 2024 | |
|---|---|---|---|---|---|
| Amount % $ 117,692 - 315,602 - 1,481,240 2 223,722 - 25,381 - 440,898 1 1,621 - 13,069 - 2,619,225 3 500,000 1 273,086 - 6,954,014 9 1,365 - 16,192,886 20 40,857 - 378,116 - 24,340,324 30 26,959,549 33 9,800,000 12 2,246,165 3 4,859,413 6 30,541,720 38 2,761,927 3 4,065,468 5 54,274,693 67 $ 81,234,242 100 |
Amount % 102,853 - 283,351 - 733,865 1 98,998 - 31,857 - 440,898 1 140 - 18,453 - 1,710,415 2 - - 323,648 - 6,894,161 9 28,496 - 15,659,227 20 87,374 - 403,262 - 23,396,168 29 25,106,583 31 9,800,000 12 2,245,108 3 4,660,794 6 30,541,720 38 3,991,828 5 4,449,785 5 55,689,235 69 80,795,818 100 |
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See accompanying notes to parent company only financial statements.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAIWAN FERTILIZER CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 4000 Operating revenue(notes 6(j), (l), (q) and 7) 5000 Operating costs(notes 6(f), (m), 7 and 14) 5900 Gross profit from operations Operating expenses(notes 6(d), (m), (r) and 14): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit losses 6900 Net operating income Non-operating income and expenses: 7100 Interest income (note 6(s)) 7010 Other income (notes 6(c) and (s)) 7020 Other gains and losses (notes 6(s), 9 and 14) 7050 Finance costs (note 6(s)) 7060 Share of profit (loss) of associates and joint ventures accounted for using equity method (note 6(g)) Total non-operating income and expenses Profit from continuing operations before tax 7950 Income tax (expenses) benefit (note 6(n)) Profit 8300 Other comprehensive (loss) income: 8310 Components of other comprehensive (loss) income that will not be reclassified to profit or loss 8311 (Losses) gains on remeasurements of defined benefit plans 8316 Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Components of other comprehensive (loss) income that will be reclassified to profit or loss 8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Components of other comprehensive (loss) income that will be reclassified to profit or loss 8300 Other comprehensive income 8500 Total comprehensive income Earnings per share(note 6(p)) 9750 Basic earnings per share 9850 Diluted earnings per share |
2025 | % 100 (88) 12 (2) (8) - - (10) 2 - 1 (4) - 11 8 10 (2) 8 - - - - - (3) 2 (1) (1) 7 0.95 0.95 |
2024 Amount 11,517,221 (9,957,018) 1,560,203 (192,567) (932,035) (39,303) - (1,163,905) 396,298 58,621 99,466 (1,076) (1,448) 1,045,871 1,201,434 1,597,732 367,917 1,965,649 14,980 1,027,758 (1,508) (2,996) 1,038,234 615,951 (122,301) 493,650 1,531,884 3,497,533 |
% 100 (86) 14 (2) (8) - - (10) 4 1 1 - - 8 10 14 3 17 - 9 - - 9 5 (1) 4 13 30 2.01 2.00 |
|---|---|---|---|---|
| Amount $ 11,703,756 (10,317,450) 1,386,306 (187,615) (959,510) (35,414) (455) (1,182,994) 203,312 36,364 120,507 (536,201) (4,541) 1,302,967 919,096 1,122,408 (190,169) 932,239 (4,742) (56,191) 273 948 (59,712) (408,602) 80,476 (328,126) (387,838) $ 544,401 $ $ |
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See accompanying notes to parent company only financial statements.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAIWAN FERTILIZER CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2024 Profit Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends of ordinary share Disposal of equity instruments measured at fair value through other comprehensive income Balance at December 31, 2024 Profit Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends of ordinary share Overdue dividends not received by shareholders Balance at December 31, 2025 |
Share capital | Capital surplus |
Retained earnings | Retained earnings | Retained earnings | Total other equity interest Unrealized gains Exchange differences on translation of foreign financial statements (losses) on financial assets measured at fair value through other comprehensive income Total other equity interest |
Total other equity interest Unrealized gains Exchange differences on translation of foreign financial statements (losses) on financial assets measured at fair value through other comprehensive income Total other equity interest |
Total other equity interest Unrealized gains Exchange differences on translation of foreign financial statements (losses) on financial assets measured at fair value through other comprehensive income Total other equity interest |
Total other equity interest Unrealized gains Exchange differences on translation of foreign financial statements (losses) on financial assets measured at fair value through other comprehensive income Total other equity interest |
Total other equity interest Unrealized gains Exchange differences on translation of foreign financial statements (losses) on financial assets measured at fair value through other comprehensive income Total other equity interest |
Total equity 54,739,702 1,965,649 1,531,884 3,497,533 - (2,548,000) - 55,689,235 932,239 (387,838) 544,401 - (1,960,000) 1,057 54,274,693 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
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| Ordinary shares |
Legal reserve | Special reserve |
Unappropriated retained earnings |
Total retained earnings |
|||||||||||||
| $ 9,800,000 - - - - - - 9,800,000 - - - - - - $ 9,800,000 |
2,245,108 | 4,253,603 | 30,541,720 | 4,960,832 | 39,756,155 | 255,805 | 2,682,634 | 2,938,439 - 1,521,408 1,521,408 - - (10,062) 4,449,785 - (384,317) (384,317) - - - 4,065,468 |
|||||||||
| - - |
- - |
- - |
1,965,649 10,476 |
1,965,649 10,476 |
- 493,650 |
- 1,027,758 |
|||||||||||
| - | - | - | 1,976,125 | 1,976,125 | 493,650 | 1,027,758 | |||||||||||
| - - - |
407,191 - - |
- - - |
- - - |
||||||||||||||
| 2,245,108 - - |
4,660,794 - - |
30,541,720 - - |
|||||||||||||||
| - | - | - | |||||||||||||||
| - - 1,057 |
198,619 - - |
- - - |
|||||||||||||||
| 2,246,165 | 4,859,413 | 30,541,720 |
See accompanying notes to parent company only financial statements.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAIWAN FERTILIZER CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Expected credit losses Net gain on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of subsidiaries,associates and joint ventures accounted for using equity method Loss on disposal of property, plant and equipment Property, plant and equipment transferred to expenses Investment property transferred to expenses Compensation Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Decrease (increase) in notes receivable Increase in accounts receivable Decrease in other receivable Increase in inventories (Increase) decrease in prepayments Decrease (increase) in other current assets Total changes in operating assets Changes in operating liabilities: Increase (decrease) in contract liabilities Decrease in notes payable Increase (decrease) in accounts payable Increase (decrease) in other payable Increase in provisions Increase (decrease) in receipts in advance Decrease in other current liabilities Decrease in net defined benefit liabilities Increase (decrease) in deferred credits Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities |
For the years ended December 31 2025 2024 $ 1,122,408 1,597,732 1,291,745 1,265,257 3,262 2,900 455 - (8,105) (4,908) 4,541 1,448 (36,364) (58,621) (81,529) (85,265) (1,302,967) (1,045,871) 925 39 335 9 2,381 - 499,000 - 373,679 74,988 71,995 (5,675) (176,683) (67,192) 5,584 830,276 (328,169) (257,152) (403,543) 453,470 1,792 (11,703) (829,024) 942,024 14,839 (2,831) - (11,206) 32,251 (104,511) 141,810 (106,113) 49,438 - 1,481 (908) (5,384) (16,095) (51,259) (5,259) 533,659 (418,745) 716,835 (665,668) (112,189) 276,356 261,490 351,344 1,383,898 1,949,076 37,224 57,557 837,996 1,703,713 (4,541) (1,448) (36,733) (236,468) 2,217,844 3,472,430 |
|---|---|
| 2025 $ 1,122,408 1,291,745 3,262 455 (8,105) 4,541 (36,364) (81,529) (1,302,967) 925 335 2,381 499,000 373,679 71,995 (176,683) 5,584 (328,169) (403,543) 1,792 (829,024) 14,839 - 32,251 141,810 49,438 1,481 (5,384) (51,259) 533,659 716,835 (112,189) 261,490 1,383,898 37,224 837,996 (4,541) (36,733) 2,217,844 |
7-1
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAIWAN FERTILIZER CO., LTD.
Statements of Cash Flows (CONT’D)
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) investing activities: Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets designated at fair value through profit or loss Proceeds from disposal of financial assets designated at fair value through profit or loss Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment (Increase) decrease in refundable deposits Decrease in other receivables Acquisition of intangible assets Acquisition of investment properties (Increase) decrease in other financial assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short-term loans Decrease in short-term loans Proceeds from long-term borrowings Decrease in guarantee deposits received Repayment of lease liabilities Cash dividends paid Net cash flows used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
|
|---|---|
See accompanying notes to parent company only financial statements.
8
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAIWAN FERTILIZER CO., LTD.
Notes to Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company history
TAIWAN FERTILIZER CO., LTD. (the “Company”). was incorporated in May 1946. The Company’s registered office address is located at 17F, No.170, Jingmao 1st Rd., Nangang Dist., Taipei City 115018, Taiwan. The Company is mainly engaged in manufactures and sells inorganic and organic fertilizers and other chemical products, constructs and leases real estate services. The Company’s shares were listed on the TSEC since March 24, 1998.
(2) Approval date and procedures of the financial statements:
The accompanying financial statements were authorized for issue by the Board of Directors on March 4, 2026.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the IFRS Accounting Standards endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.
The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2025:
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●Amendments to IAS21 “Lack of Exchangeability”
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●Amendments to IFRS 9 and IFRS 7 “ Amendments to the Classification and Measurement of Financial Instruments” regarding the application guidance requirements for Section 4.1 of IFRS 9 and the related disclosure requirements of IFRS 7
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(b) The impact of IFRS Accounting Standards endorsed by the FSC but not yet effective
The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2026, would not have a significant impact on its financial statements:
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●IFRS 17 “Insurance Contracts” and amendments to IFRS 17 “Insurance Contracts”
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●Amendments to IFRS 9 and IFRS 7 “ Amendments to the Classification and Measurement of Financial Instruments” regarding the application guidance requirements for Sections 3.1 and 3.3 of IFRS 9 and the related disclosure requirements of IFRS 7
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●Annual Improvements to IFRS Accounting Standards
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●Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity”
(Continued)
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TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(c) The impact of IFRS Accounting Standards issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| FSC: | |
|---|---|
| Standards or Interpretations IFRS 18 “Presentation and Disclosure in Financial Statements” |
Content of amendment |
| The new standard introduces three categories of income and expenses, two income statement subtotals and one single note on management performance measures. The three amendments, combined with enhanced guidance on how to disaggregate information, set the stage for better and more consistent information for users, and will affect all the entities. |
- ●A more structured income statement: under current standards, companies use different formats to present their results, making it difficult for investors to compare financial performance across companies. The new standard promotes a more structured income statement, introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’ s main business activities.
Effective date per IASB January 1, 2027 Note: On September 25, 2025, the FSC issued a press release announcing that Taiwan will adopt IFRS 18 beginning in 2028. Entities that need to adopt the new standard earlier may do with the endorsement of the FSC.
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●Management performance measures (MPMs): the new standard introduces a definition for management performance measures, and requires companies to explain in a single note to the financial statements why the measure provides useful information, how it is calculated and reconcile it to an amount determined under IFRS Accounting Standards.
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●Greater disaggregation of information: the new standard includes enhanced guidance on how companies group information in the financial statements. This includes guidance on whether information is included in the primary financial statements or is further disaggregated in the notes.
(Continued)
10
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
The Company is evaluating the impact on its financial position and financial performance upon the initial adoption of the abovementioned standards or interpretations. The results thereof will be disclosed when the Company completes its evaluation.
The Company does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:
-
●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
-
●IFRS 19 “Subsidiaries without Public Accountability: Disclosures” and amendments to IFRS 19 “Subsidiaries without Public Accountability: Disclosures”
-
●Amendments to IAS 21 “Translation to a Hyperinflationary Presentation Currency”
(4) Summary of material accounting policies:
The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.
(a) Statement of compliance
These financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations”). (altogether referred to “IFRS Accounting Standards” endorsed by the “FSC”)
-
(b) Basis of preparation
-
(i) Basis of measurement
The parent company only financial statements have been prepared on the historical cost basis except for the following material items in the balance sheets:
-
1) Financial instruments at fair value through profit or loss are measured at fair value
; -
2) Financial assets at fair value through other comprehensive income are measured at fair value;
-
3) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note 4(q).
-
(ii) Functional and presentation currency
The functional currency is determined based on the primary economic environment in which the entities operate. The financial statements are presented in New Taiwan Dollar, which is the Company’s functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.
(Continued)
11
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(c) Foreign currency
- (i) Foreign currency transaction
Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Nonmonetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:
-
1) an investment in equity securities designated as at fair value through other comprehensive income;
-
2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or
-
3) qualifying cash flow hedges to the extent that the hedges are effective.
-
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the Company’s functional currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the Company’ s functional currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to noncontrolling interests. When the Company disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future. Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.
(Continued)
12
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
- (d) Classification of current and non-current assets and liabilities
The Company classifies the asset as current under one of the following criteria, and all other assets are classified as non current.
-
(i) It expects to realize the asset, or intends to sell or consume it, in its normal operating cycle;
-
(ii) It holds the asset primarily for the purpose of trading;
-
(iii) It expects to realize the asset within twelve months after the reporting period; or
-
(iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
The Company classifies the liability as current under one of the following criteria, and all other liabilities are classified as non current.
-
(i) It expects to settle the liability in its normal operating cycle;
-
(ii) It holds the liability primarily for the purpose of trading
-
(iii) The liability is due to be settled within twelve months after the reporting period; or
-
(iv) It does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.
-
(e) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are shortterm, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting shortterm cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
- (f) Financial instruments
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(Continued)
13
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
- 1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
-
‧it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
- 2) Fair value through other comprehensive income (FVOCI)
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
-
‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’ s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
(Continued)
14
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established.
3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets and accounts receivable (except for those presented as accounts receivable but measured at FVTPL). On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
- 4) Impairment of financial assets
The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and trade receivables, other receivable, leases receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI and contract assets.
The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:
-
‧ debt securities that are determined to have low credit risk at the reporting date; and
-
‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’ s historical experience and informed credit assessment as well as forwardlooking information.
The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘ investment grade which is considered to be BBB- or higher per Standard & Poor’s, Baa3 or higher per Moody’s or twA or higher per Taiwan Ratings’.
(Continued)
15
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘ credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:
‧significant financial difficulty of the borrower or issuer;
‧a breach of contract such as a default or being more than 180 days past due;
‧the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;
‧it is probable that the borrower will enter bankruptcy or other financial reorganization; or
‧the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charge to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.
The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.
(Continued)
16
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
5) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
- (ii) Financial liabilities and equity instruments
1) Classification of debt or equity
Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
3) Treasury shares
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).
4) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
(Continued)
17
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
5) Derecognition of financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
6) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
7) Financial guarantee contract
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument.
Financial guarantee contract liabilities are measured initially at their fair values and, if not designated as at FVTPL and do not arise from a transfer of an asset, are measured subsequently at the higher of: (a) the amount of the loss allowance determined in accordance with IFRS 9; and (b) the amount recognized initially less, where appropriate, cumulative amortization recognized in accordance with the revenue recognition policies set out below.
(g) Inventories
- Inventories included Raw materials, finished goods, merchandise, and construction-in-progress land and projects. Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost, of completion and selling expenses.
(Continued)
18
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(h) Investment in associates
Associates are those entities in which the Company has significant influence, but not control or joint control, over the financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition, less any accumulated impairment losses.
The financial statements include the Company’s share of the profit or loss and other comprehensive income of equity accounted investees, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases.
When changes in an associate’s equity are not recognized in profit or loss or other comprehensive income of the associate and such changes do not affect the Company’s ownership percentage of the associate, the Company recognizes the Company’ s share of change in equity of the associate in capital reserves in proportion to its ownership.
Gains and loses resulting from the transactions between the Company and an associate are recognized only to the extent of unrelated Company’s interests in the associate.
When the Company’s share of losses of an associate equals or exceeds its interest in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associates.
(i) Subsidiaries
The subsidiaries in which the Company holds controlling interest are accounted for under equity method in the nonconsolidated financial statements. Under equity method, the net income, other comprehensive income and equity in the nonconsolidated financial statement are the same as those attributable to the owners of parent in the consolidated financial statements.
The changes in ownership of the subsidiaries that did not resule in the Company’s loss of control are recognized as equity transaction.
(j) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business or for administrative purposes. Investment property is measured at cost on initial recognition. Subsequent to initial recognition, investment property is measured at initial acquisition cost less accumulated depreciation and accumulated impairment losses. The methods for depreciating and determining the useful life and residual value of investment property are the same as those adopted for property, plant and equipment.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.
Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.
(Continued)
19
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
-
(k) Property, plant and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The cost of certain items of property, plant and equipment on January 1, 2012, the Company’ s date of transition to the Standards, was determined with reference to its fair value at that date.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
- (ii) Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
- (iii) Depreciation
Depreciation is calculated on the depreciable amount of an asset using the straight-line basis over its useful life. The depreciable amount of an asset is determined based on the cost less its residual value.
Land has an unlimited useful life and therefore is not depreciated.
The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows:
| (1)Buildings | 3~60 years |
|---|---|
| (2)Machine | 3~40 years |
| (3)Instrument equipment | 3~15 years |
| (4)Miscellaneous equipment | 3~15 years |
| Item Buildings: Leasehold improvements and others Buildings, warehouses, storage sheds |
Useful lives 3 ~15 years16 ~60 years |
Item Useful lives Machine: Production equipment 3 ~15 yearsStorage tanks, power transmission systems, etc. 16 ~40 years |
|---|---|---|
Depreciation methods, useful lives, and residual values are reviewed at each annual reporting date, and adjusted if appropriate.
(Continued)
20
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
- (iv) Reclassification as investment property
A property is reclassified to investment property at its carrying amount when the use of the property changes from owner-occupied to investment property.
- (l) Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
- (i) As a lessee
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
- -
fixed payments including in-substance fixed payments;
-
-variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; -
-amounts expected to be payable under a residual value guarantee; and -
-payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
-
- -
there is a change in future lease payments arising from the change in an index or rate; or
-
-there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or -
- -
there is a change of the valuation of the underlying asset purchase option; or
(Continued)
21
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
-
- -
- -
there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or
-
there is any lease modifications
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.
The Company has elected not to recognize right-of-use assets and lease liabilities for shortterm leases of miscellaneous equipment that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(ii) As a lessor
When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.
For operating leases, the Company recognizes the lease payments received as lease revenue during the lease period on a straight-line basis.
(Continued)
22
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(m) Intangible assets
- (i) Recognition and measurement
Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses.
Expenditure on research activities is recognized in profit or loss as incurred.
Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.
Other intangible assets (including patent and computer software) that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
(ii) Subsequent Expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
- (iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for current and comparative periods are as follows:
| Computer software cost | 5 | years |
|---|---|---|
| Patent | 7~8 | years |
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(n) Impairment of non financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets and investment properties and biological assets, measured at fair value, less costs) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
(Continued)
23
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
(o) Provisions
A provision is recognized if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and an outflow of economic benefits is possibly required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
Carbon fees
Carbon fees levied in accordance with Taiwan’ s Climate Change Response Act and Regulations Governing the Collection of Carbon Fees are recognized when the annual greenhouse gas emissions are probably to exceed the threshold. The provision for the carbon fee is measured based on the ratio of greenhouse gas emissions incurred to total emissions during the reporting period.
-
(p) Revenue Recognition
-
(i) Revenue from contracts with customers
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’ s main types of revenue are explained below.
(Continued)
24
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
1) Sale of goods
The Company manufactures and sells fertilizer products to market. The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’ s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.
A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.
- 2) Land development and sale of real estate
The Company develops and sells residential properties and usually sales properties in advance during construction or before construction begins. Revenue is recognized when control over the properties has been transferred to the customer. The properties have generally no alternative use for the Company due to contractual restrictions. However, an enforceable right to payment does not arise until legal title of a property has passed to the customer. Therefore, revenue is recognized at a point in time when the legal title has passed to the customer.
The revenue is measured at the transaction price agreed under the contract. For sale of readily available house, in most cases, the consideration is due when legal title of a property has been transferred. While deferred payment terms may be agreed in rare circumstances, the deferral never exceeds twelve months. The transaction price is therefore not adjusted for the effects of a significant financing component. For preselling properties, the consideration is usually received by installment during the period from contract inception until the transfer of properties to the customer. If the contract includes a significant financing component, the transaction price will be adjusted for the effects of the time value of money during the period, using the specific borrowing rate of the construction project. Receipt of a prepayment from a customer is recognized as contract liability. Interest expense and contract liability are recognized when adjusting the effects of the time value of money. Accumulated amount of contract liability is recognized as revenue when control over the property has been transferred to the customer.
-
3) The Company's operating leasing business is classified into operating leases based on lease conditions and the possibility of cash receivables, and recognizes relevant operating lease income.
-
4) Financing components
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
(Continued)
25
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(q) Employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
(ii) Defined benefit plans
The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
(iii) Other long-term employee benefits
The Company’ s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in profit or loss in the period in which they arise.
(iv) Termination benefits
Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.
(Continued)
26
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
- (v) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
- (r) Income Taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) and does not give rise to equal taxable and deductible temporary differences at the time of the transaction;
-
(ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
(iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset if the following criteria are met:
- (i) the Company has a legally enforceable right to set off currenttax assets against current tax liabilities; and
(Continued)
27
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
-
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
(s) Earnings per share
Disclosures are made of basic and diluted earnings per share attributable to ordinary equity holders of the Company. The basic earnings per share is calculated based on the profit attributable to the ordinary shareholders of the Company divided by weighted average number of ordinary shares outstanding. The diluted earnings per share is calculated based on the profit attributable to ordinary shareholders of the Company, divided by weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as remuneration of employees and employee stock options.
(t) Operating segments
Please refer to the consolidated financial statements of TAIWAN FERTILIZER CO., LTD. for the years ended December 31, 2025 and 2024 for operating segments information.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
In preparing these parent company only financial statements, management has made judgments and estimates about the future, including climate-related risks and opportunities, that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent with the Company’s risk management and climate-related commitments where appropriate. Revisions to estimates are recognized prospectively in the period of the change and future periods.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows:
(a) Valuation of inventories
As inventories are stated at the lower of cost and net realizable value, the Company estimates the net realizable value of inventories to comply with the policy of Ministry of Agriculture which is in order to stabilize the domestic fertilizer price and then writes down the cost of inventories to net realizable value. Please refer to note 6(f) for further description of the valuation of inventories.
(Continued)
28
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
The process of measurement
The Company’s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss. The Company’ s financial instrument valuation group conducts independent verification on fair value by using data sources that are independent, reliable, and representative of exercise prices. This financial instrument valuation group also periodically adjusts valuation models, conducts back testing, renews input data for valuation models, and makes all other necessary fair value adjustments to assure the rationality of fair value.
The Company strives uses the market observable inputs when measuring its assets and liabilities.
The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
-
(a) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.
-
(b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).
-
(c) Level 3: inputs for the assets or liability that are not based on observable market data.
For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date. Please refer to Note 6(s), Financial instruments for assumptions used in measuring fair value.
(6) Explanation of significant accounts:
- (a) Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Cash on hand Demand deposits and checking accounts Time deposits with original maturities less than 3 months Cash and cash equivalents |
December 31, 2025 $ 2,561 883,965 - $ 886,526 |
December 31, 2024 |
| 2,234 1,851,901 1,600,000 |
||
| 3,454,135 |
- (i) Time deposits with original maturity of more than 3 months are recorded as other financial assets, and are classified as non-current if their maturities exceed one year, and as follow:
| Other current financial assets Other non current financial assets |
December 31, 2025 $ 297,817 31,868 $ 329,685 |
December 31, 2024 |
|---|---|---|
| 1,706 324,968 |
||
| 326,674 |
- (ii) Refer to Note 6(t) for the fair value sensitivity analysis and interest rate risk of the financial assets and liabilities of the Company. Refer to Note 8 for assets pledged as collateral.
(Continued)
29
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
- (b) Financial assets at fair value through profit or loss
| Financial assets mandatorily measured at fair value through profit or loss Non-derivative financial assets Beneficiary certificate |
December 31, 2025 $ 1,000,323 |
December 31, 2024 |
|---|---|---|
| 400,067 |
Please refer to note 6(s) for the amount of remeasurement fair value through profit or loss.
- (c) Financial assets at fair value through other comprehensive income
| Equity investments at fair value through other comprehensive income Stock listed on domestic markets Stock unlisted on domestic markets Total |
December 31, 2025 $ 75,076 4,161,355 $ 4,236,431 |
December 31, 2024 |
|---|---|---|
| 71,018 4,230,741 |
||
| 4,301,759 |
- (i) Equity investments at fair value through other comprehensive income
The Company designated the investments shown above as equity securities as at fair value through other comprehensive income because these equity securities represent those investments that the Company intends to hold for long-term for strategic purposes.
As a result of the investment at fair value through other comprehensive income, the amounts of the dividend revenues recognized for the years ended December 31, 2025 and 2024 were $81,529 and $85,265 thousand, respectively.
TSC Bio-Venture Capital Corporation, a domestic non-listed entity recognized as a financial asset measured at fair value through other comprehensive income by the Company, completed its dissolution process in May 2024, so the accumulated benefits recorded in the books were transferred from other equity to retained earnings in the amount of $10,062 thousand.
A resolution was approved during the provisional meeting of shareholders of Eminent II Venture Capital Corporation, one of the financial assets measured at fair value through other comprehensive income by the Company, held on June 5, 2025, for capital reduction, wherein the Company will receive the refund of $27,300 thousand.
-
(ii) For credit risk, please refer to note 6(t).
-
(iii) Financial assets at fair value through other comprehensive income of the Company had not been pledged as collateral for long-term borrowings.
(Continued)
30
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
- (d) Notes receivable and accounts receivable
| Notes receivables – Merchandise Account receivables – Merchandise Less : Loss allowance |
December 31, 2025 $ 11,511 988,601 (209) $ 999,903 |
December 31, 2024 83,506 812,373 (209) 895,670 |
|---|---|---|
The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provision in Taiwan were determined as follows:
| Current 1 to 30 days past due 31 to 60 days past due More than 61 days past due Current 1 to 30 days past due 31 to 60 days past due More than 61 days past due |
December 31, 2025 | December 31, 2025 | Loss allowance provision - (209) - - (209) Loss allowance provision - (209) - - (209) |
|---|---|---|---|
| Gross carrying amount Expected loss rate $ 901,129 0%~0.01% 98,983 0%~0.26% - 0%~1.47% - 0%~100% $ 1,000,112 December 31, 2024 |
|||
| Expected loss rate 0%~0.01% 0%~2.74% 0%~1.60% 0%~100% |
The movements in the allowance for notes and accounts receivable were as follows:
| Balance at January 1 Impairment losses recognized The irrecoverable amount written of in the current year Balance at December 31 |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2025 $ 209 455 (455) $ 209 |
2024 | |
| 209 - - 209 |
(Continued)
31
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(e) Other receivables (including the long-term receivable)
| Other receivables Property receivables Less : Unrealized interest income Other receivables Long-term receivables |
December 31, 2025 $ 51,709 26,016 (2,719) $ 75,006 December 31, 2025 $ 54,183 20,823 $ 75,006 |
December 31, 2024 25,272 30,381 (3,306) 52,347 December 31, 2024 29,050 23,297 52,347 |
|---|---|---|
As of December 31, 2025, the total amount of receivables due to the sale of premises of the Company was $23,297 thousand. The Company estimates to collect $2,474 and $20,823 thousand over the year 2026, 2027 and thereafter, respectively.
The above receivables of $23,297 thousand are all secured by the premises and promissory notes sold, and a mortgage is established to the Company.
The Company complies with the policy of Ministry of Agriculture of Executive Yuan, which is in order to stabilize the domestic fertilizer price and supplement stocks of fertilizer raw material, so as to fully meet the fertilizer demands of farmers. As of December 31, 2025 and 2024, the total amount of subsidy receivables due to no increase in the fertilizer price was $835 and $0 thousand , which was recognized in the account of other receivables.
The movement in the allowance for other receivables was as follows.
| Balance on January 1 Amounts written off Balance on December 31 |
For the years ended December 31 2025 2024 $ - 317,277 - (317,277) $ - - |
|---|---|
| 2025 $ - - $ - |
During 2014 and 2015, the Company repaid a bank loan of USD 10,000 thousand (NTD 317,277 thousand) on behalf of TR Electronic Chemical Co., Ltd. (TR Holding Company), a joint venture company, after the Board of Directors' resolution due to the restriction of the regulations and based on the Company's operating conditions and ability to repay the loan, recognizing the impairment loss in prior years. In July 2017, a civil lawsuit was filed against TR Holding Company and its seven shareholders, demanding joint and several liability. After three instances of litigation, the final judgment was rendered in June 2024. Following the judgment, the Company has engaged an attorney to execute legal recourse procedures, and evaluated that the amount is no longer beneficial to be recovered, therefore, other receivables and their impairment allowances were eliminated from the original carrying amount.
(Continued)
32
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
For other credit risk information, please refers to note 6(t).
- (f) Inventories and construction in progress
| Inventories Raw materials Finished goods Merchandise Subtotal Construction in progress Hsinchu land development project Total |
December 31, 2025 $ 2,172,150 584,066 5 2,756,221 387,765 $ 3,143,986 |
December 31, 2024 |
|---|---|---|
| 1,859,995 568,052 5 |
||
| 2,428,052 | ||
| 387,765 | ||
| 2,815,817 |
The cost of inventories recognized as cost of goods sold and expense for the years ended December 31, 2025 and 2024, amounted to $8,929,801 and $8,491,725 thousand, respectively.
As of December 31, 2025 and 2024, the aforesaid inventories were not pledged as collateral.
(g) Investments accounted for using equity method
The Company’s financial information for equity accounted investees at the reporting date was as follows:
| Subsidiaries Associates |
December 31, 2025 $ 3,065,500 9,490,939 $ 12,556,439 |
December 31, 2024 |
|---|---|---|
| 3,014,057 9,355,255 |
||
| 12,369,312 |
(i) Subsidiaries
Please refer to the consolidated financial report for the years ended December 31, 2025.
Taiwan Yes Deep Ocean Water Co., Ltd., which was accounted for as acquisition using the equity method, did not meet the expected operation performance target. The Company assessed the decrease of future cash inflow would cause the recoverable amount less than the book value. The Company recognized impairment loss $35,900 thousand and $75,015 thousand included in share of loss of subsidiaires, associates and joint ventures accounted for using equity method in statements of comprehensive income.
(Continued)
33
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(ii) Associates
- 1) The Company’s financial information for equity accounted investees at the reporting date was as follows:
| Material associates Al-Jubail Fertilizer Company (“Al-Jubail”) Associates that are not individually material MITAGRI Co., Ltd. |
December 31, 2025 $ 9,444,994 45,945 $ 9,490,939 |
December 31, 2024 |
|---|---|---|
| 9,295,657 59,598 |
||
| 9,355,255 |
Associates that had materiality were as follows:
| Associate | Nature of relationship |
Country of registration |
Equity ownership |
|---|---|---|---|
| December 31, 2025 December 31, 2024 % 50.00 % 50.00 |
|||
| Al-Jubail Fertilizer Company |
Equity-method investee |
Kingdom of Saudi Arabia |
The following is a summary of financial information on the Company’s significant associates. In order to reflect the adjustments for fair value in acquisition of shares and differences in accounting policies, adjustment for the amounts presented on the financial statements of associates in accordance with IFRSs has been made to such financial information.
Summary financial information on Al-Jubail Fertilizer Company
| Current assets Noncurrent assets Current liabilities Noncurrent liabilities Net assets Net assets attributable to the Company Net assets attributable to the other company |
December 31, 2025 $ 7,356,902 15,351,680 (2,634,026) (966,481) $ 19,108,075 $ 9,309,651 9,798,424 $ 19,108,075 |
December 31, 2024 6,229,146 15,863,037 (2,694,740) (864,516) 18,532,927 9,043,368 9,489,559 18,532,927 |
|---|---|---|
(Continued)
34
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Revenue Profit for the year Other comprehensive income Comprehensive income Comprehensive income attributable to the Company Comprehensive income attributable to the other company Dividends declared by associates |
For the years ended December 31 2025 2024 $ 13,164,813 12,657,216 2,665,619 2,154,446 613 (3,392) $ 2,666,232 2,151,054 $ 1,209,139 984,012 $ 1,457,102 1,167,042 $ 771,733 1,674,480 |
|---|---|
| 2025 $ 13,164,813 2,665,619 613 $ 2,666,232 $ 1,209,139 $ 1,457,102 $ 771,733 |
(iii) Pledged
As of December 31, 2025 and 2024, the investments in the aforesaid equity-accounted investees were not pledged as collateral.
(h) Property, plant and equipment
The movements in the cost, depreciation, and impairment of the property, plant and equipment of the Company for the years ended December 31, 2025 and 2024 were as follows:
| Cost or deemed cost: Balance on January 1, 2025 Additions Disposals Reclassify to expenses Transfer from completion Balance on December 31, 2025 Balance on January 1, 2024 Additions Disposals Transfer from completion Balance on December 31, 2024 Depreciation and impairment loss: Balance on January 1, 2025 Depreciation for the year Disposals Transfer from completion Balance on December 31, 2025 Balance on January 1, 2024 Depreciation for the year Disposals Transfer from completion Balance on December 31, 2024 |
Land $ 3,651,584 - - - - $ 3,651,584 $ 3,651,584 - - - $ 3,651,584 $ - - - - $ - $ - - - - $ - |
Building and construction 4,038,336 25,049 (4,513) - 36,951 4,095,823 3,620,738 13,643 - 403,955 4,038,336 1,166,415 119,666 (4,143) - 1,281,938 1,080,768 15,489 - 70,158 1,166,415 |
Machinery and equipment 10,091,509 180,166 (51,275) - 159,367 10,379,767 9,733,658 137,913 (176,659) 396,597 10,091,509 6,187,367 589,160 (50,961) 202 6,725,768 5,757,601 598,017 (176,620) 8,369 6,187,367 |
Transportation equipment 76,046 4,506 (202) - 3,400 83,750 76,178 275 (407) - 76,046 65,387 4,483 (202) - 69,668 60,766 5,028 (407) - 65,387 |
Other equipment 448,641 61,814 (3,426) - 30,754 537,783 417,999 20,983 (10,585) 20,244 448,641 281,346 32,483 (3,185) (202) 310,442 245,060 30,622 (10,585) 16,249 281,346 |
Construction in progress 1,100,608 178,732 - (335) (242,028) 1,036,977 963,406 314,539 - (177,337) 1,100,608 712,679 - - - 712,679 712,679 - - - 712,679 |
Total 19,406,724 450,267 (59,416) (335) (11,556) 19,785,684 18,463,563 487,353 (187,651) 643,459 19,406,724 8,413,194 745,792 (58,491) - 9,100,495 7,856,874 649,156 (187,612) 94,776 8,413,194 |
|---|---|---|---|---|---|---|---|
(Continued)
35
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Carrying amounts: Balance on December 31, 2025 Balance on January 1, 2024 Balance on December 31, 2024 |
Land $ 3,651,584 $ 3,651,584 $ 3,651,584 |
Building and construction 2,813,885 |
Machinery and equipment 3,653,999 3,976,057 3,904,142 |
Transportation equipment 14,082 15,412 10,659 |
Other equipment 227,341 172,939 167,295 |
Construction in progress 324,298 250,727 387,929 |
Total 10,685,189 |
|---|---|---|---|---|---|---|---|
| 2,539,970 | 10,606,689 | ||||||
| 2,871,921 | 10,993,530 |
As of December 31, 2025 and 2024, the property, plant and equipment were not pledged as collateral.
(i) Right-of-use assets
The Company leases land. Information about leases for which the Company as a lessee is presented below:
| Cost: Balance on January 1, 2025 Additions Disposals Balance on December 31, 2025 Balance on January 1, 2024 Additions Balance on December 31, 2024 Accumulated depreciation and impairment losses: Balance on January 1, 2025 Depreciation for the year Disposals Balance on December 31, 2025 Balance on January 1, 2024 Depreciation for the year Balance on December 31, 2024 Carrying amount: Balance on December 31, 2025 Balance on January 1, 2024 Balance on December 31, 2024 |
Land $ 1,321,931 - - $ 1,321,931 $ 1,321,931 - $ 1,321,931 $ 599,439 99,895 - $ 699,334 $ 499,542 99,897 $ 599,439 $ 622,597 $ 822,389 $ 722,492 |
Transportation equipment 9,069 2,943 (9,069) 2,943 - 9,069 9,069 1,853 3,483 (4,747) 589 - 1,853 1,853 2,354 - 7,216 |
Total 1,331,000 2,943 (9,069) 1,324,874 1,321,931 9,069 1,331,000 601,292 103,378 (4,747) 699,923 499,542 101,750 601,292 624,951 822,389 729,708 |
|---|---|---|---|
(Continued)
36
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
On October 31, 2006, the Company leased from the Taichung Harbor Bureau, Ministry of Transportation and Communications (“THB”) a 247.298 square meter lot in a special petrochemical industry zone in Taichung to develop wharf areas called West 8 and 9, and construct warehouse facilities and public roads. The main provisions of the lease agreement were as follows:
-
(i) The lease term for the land in a special industrial zone is 20 years, and the agreement is renewable until the total lease reaches 50 years.
-
(ii) The Company can sublease the land, and it can also develop West 8 and 9 of the wharf area, as well as construct warehouse facilities and public roads on behalf of THB. The Company can use its capital expenses for the construction as rentals in advance. However, once the lease term ends or the agreement is early terminated, all the titles to the facilities and improvements on the leased land should be transferred to THB.
The Company used its expenditures of $1,500,481 thousand for the construction of West 8 and 9 of Taichung Harbor as rentals until March 20, 2034. The long-term prepayments for lease should be amortized over its rent free periods.
- (j) Investment property
Investment property comprises office buildings that are leased to third parties under operating leases, including properties that are held as right-of-use assets, as well as properties that are owned by the Company. The leases of investment properties contain an initial non-cancellable lease term of 1 to 50 years.
The Company for the movement in investment property was as follows:
| Costs: Balance on January 1, 2025 Additions Reclassify to expenses Reclassification Balance on December 31, 2025 Balance on January 1, 2024 Additions Reclassification Balance on December 31, 2024 Accumulated depreciation: Balance on January 1, 2025 Depreciation for the year Balance on December 31, 2025 Balance on January 1, 2024 Depreciation for the year Reclassification Balance on December 31, 2024 |
Own assets | Undeveloped investment property 16,916,413 - - 16,187 16,932,600 16,916,413 - - 16,916,413 619,088 - 619,088 619,088 - - 619,088 |
Right-of-use assets Other 3,778 - - - 3,778 3,778 - - 3,778 3,778 - 3,778 3,778 - - 3,778 |
Total 45,921,572 2,153,508 (2,381) 11,645 48,084,344 46,006,372 466,920 (551,720) 45,921,572 1,959,028 442,575 2,401,603 1,549,002 514,351 (104,325) 1,959,028 |
|
|---|---|---|---|---|---|
| Completed investment property $ 21,832,986 - - 2,119,175 $ 23,952,161 $ 22,120,495 9,088 (296,597) $ 21,832,986 $ 1,302,125 440,574 $ 1,742,699 $ 779,975 512,082 10,068 $ 1,302,125 |
Investment property under construction 7,168,395 2,153,508 (2,381) (2,123,717) 7,195,805 6,965,686 457,832 (255,123) 7,168,395 34,037 2,001 36,038 146,161 2,269 (114,393) 34,037 |
(Continued)
37
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Carrying amounts: Balance on December 31, 2025 Balance on January 1, 2024 Balance on December 31, 2024 |
Own assets | Undeveloped investment property 16,313,512 16,297,325 16,297,325 |
Right-of-use assets Other - - - |
Total 45,682,741 |
|
|---|---|---|---|---|---|
| Completed investment property $ 22,209,462 $ 21,340,520 $ 20,530,861 |
Investment property under construction 7,159,767 6,819,525 7,134,358 |
||||
| 44,457,370 | |||||
| 43,962,544 |
Completed investment property are located in C3/C6/C7/C8/C9 in the Nangang Economic and Trade Park, and the Corporation leased land use right to others.
-
(i) The main provisions of the C6/C7/C8/C9 contract on the pledging of land use rights were as follows:
-
1) Land use rights (LURs) are for 50 years from the date of registration of these rights.
-
2) The LURs (accounted for as deferred revenue-current and noncurrent) amounted to $3,200,889 thousand, which has been treated as royalty revenue (accounted for as operating revenue) amortizable over 50 years from June 13, 2006. As of December 31, 2025 and 2024, the unamortized balances of the LURs under above mentioned contract were $1,949,875 and $2,013,893 thousand, respectively.
-
3) In addition to the LURs, the annual rental payable by the lessee is 8% of the reference land price announced by the local government, with the calculation starting from the contract date. When the reference land price is adjusted, the annual rental will be revised at the percentage the same as that set on the date of the reference price adjustment. The annual rentals in 2025 and 2024 were both $367,270 thousand and $367,270 thousand, respectively.
-
(ii) The main provisions for the C3 contract on the pledging of land use rights, together with the supplemental agreement entered into with the lessee on December 4, 2025, as well as the original contract dated September 15, 2015, were as follows:
-
1) The LURs are extended from 45 years to 85 years and are valid from the date of the registration of these rights.
-
2) The LURs (accounted for as deferred revenue-current and noncurrent) amounted to $28,574,419 thousand, recorded as royalty revenue (under operating revenue) amortizable over 85 years from December 10, 2015. Of the said amount, $15,000,000 thousand (including tax) was attributable to the extension of the LURs and is collected over a period for 15 years. As of December 31, 2025 and 2024, the unamortized balance of the LURs were $12,048,178 and $11,413,323 thousand, respectively.
(Continued)
38
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
-
3) In addition to the LURs, the annual rental payable by the lessees is 0.8% of the reference land price announced by the local government, with the calculation starting from the registration date. When the reference land price is adjusted, the annual rental will be revised at the same percentage as the rate of the reference price adjustment. The lessees’ annual rental in 2025 and 2024 were both $253,016 thousand and $321,026 thousand, respectively.
-
4) Under the contract, the lessees provided government bonds as collateral, wherein the fair values of these bonds were as follow:
| Debt securities | December 31, 2025 $ 8,685,163 |
December 31, 2024 2,485,313 |
January 1, 2024 |
|---|---|---|---|
| 2,610,042 |
(iii) The main provisions of the D6 contract on the pledging of land use rights were as follows:
-
1) The LURs are valid for 70 years from the date of the registration of these rights.
-
2) The LURs (accounted for as deferred income current and noncurrent) amounted to $2,705,714 thousand, which has been treated as royalty revenue (accounted for as operating revenue) amortizable over 70 years from February 10, 2022. As of December 31, 2025 and 2024, the unamortized balance of the LURs were $2,554,323 and $2,592,976 thousand, respectively.
-
3) In addition to the LURs, the rental payable by the lessees is 0.8% of the reference land price announced by the local government, with the calculation starting from the registration date. When the reference land price is adjusted, the annual rental will be revised at the same percentage as the rate of the reference price adjustment. The annual rentals in 2025 and 2024 were $14,162 and $14,162 thousand, respectively.
-
4) The lessees shall deliver a written notice to the Company no less than three years prior to the expiration of the existing lease term to exercise the extension option.
-
(iv) For details regarding litigation related to investment property, please refer to Note 9.
-
(v) The fair value of investment properties (as measured or disclosed in the consolidated financial statements) was based on a valuation by a qualified independent appraiser who has recent valuation experience in the location and category of the investment property being valued. The inputs of levels of fair value hierarchy in determining the fair value was classified to Level 3.
The fair values of investment properties were assessed as follows:
| Fair value C6/C7/C8/C9 C2 C3 Hsinchu Kaohsiung |
December 31, 2025 $ 27,946,225 $ 24,255,956 $ 41,966,566 $ 14,099,316 $ 23,199,032 |
December 31, 2024 |
|---|---|---|
| 27,296,312 | ||
| 23,409,818 | ||
| 41,463,972 | ||
| 12,361,187 | ||
| 23,137,902 |
(Continued)
39
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
The fair values were based on the valuations carried out at March 25, 2025 and March 6, 2024 by independent qualified professional valuer.
The fair value is measured at market value, mainly use the comparison approach and land development analysis approach to determine the value of the investment property. The weight is 50/50. The significant key assumption of the development profit margin intervals was as follows:
| Area C6/C7/C8/C9 C2 C3 Hsinchu Kaohsiung |
For the years ended December 31 |
|---|---|
| 2025 2024 17% 18% 18% 18% 18% 18% 19% 19% 17% 17% |
The other investment properties held by the Corporation are mainly located in different industrial zones. They have no quoted prices in an active market and there was no alternative basis for estimating their fair values. Thus, the fair values of the investment properties were not reliably determinable.
- (vi) As of December 31, 2025 and 2024, investment properties were pledged as collateral, please refer to Note 8 for related information.
(k) Long-term borrowings
The details are as follows:
| Secured bank loans Unutilized bank loan facility |
December 31, 2025 | December 31, 2025 |
|---|---|---|
| Currency | Maturity year Amount 2030 $ 500,000 $ 2,500,000 |
|
| TWD |
For the collateral for long-term borrowings, please refer to note 8.
(l) Operating leases
The Company leases out its investment property and some machinery. The Company has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Please refer to note 6(j) sets out information about the operating leases of investment property.
(Continued)
40
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date are as follows:
| Less than one year One to two years Two to three years Three to four years Four to five years More than five years Total undiscounted lease payments |
December 31, 2025 $ 1,905,506 1,928,904 1,692,268 1,493,592 1,484,193 20,611,122 $ 29,115,585 |
December 31, 2024 1,817,317 1,793,310 1,706,908 1,502,934 1,314,092 17,394,456 25,529,017 |
|---|---|---|
For the years ended December 31, 2025 and 2024, the property rental income was $2,010,924 and $1,951,519 thousand, respectively. There were no significant property equipment and maintenance expenses.
(m) Employee benefits
(i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at and fair value are as follows:
| Present value of defined benefit obligation Fair value of plan assets The effect of the asset ceiling Net defined benefit liabilities |
December 31, 2025 $ 316,780 (275,923) 40,857 - $ 40,857 |
December 31, 2024 306,427 (219,053) 87,374 - 87,374 |
|---|---|---|
The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pension benefits for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the one months prior to retirement.
- 1) Composition of plan assets
The Company set aside pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. Under these regulations, the minimum earnings from these pension funds shall not be less than the earnings from two-year time deposits with the interest rates offered by local banks.
(Continued)
41
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
The Company’ s Bank of Taiwan labor pension reserve account balance amounted to $275,923 thousand as of December 31, 2025. For information on the utilization of the labor pension fund assets including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
2)
Movements in present value of the defined benefit obligations
The movements in the present value of the defined benefit obligations for the years ended December 31, 2025 and 2024 were as follows:
| Defined benefit obligation, January 1 Current service costs and interest Re-measurement of the net defined benefit liability -Actuarial (gains) losses arose fromchanges in financial assumption -Experience adjustmentBenefits paid Defined benefit obligation, December 31 3) Movements in the fair value of plan assets |
For the years ended December 31 2025 2024 $ 306,427 357,113 12,561 13,073 4,587 (8,758) 17,694 18,443 (24,489) (73,444) $ 316,780 306,427 |
|---|---|
| 2025 $ 306,427 12,561 4,587 17,694 (24,489) $ 316,780 |
The movements in the fair value of the defined benefit plan assets for the years ended December 31, 2025 and 2024 were as follows:
| December 31, 2025 and 2024 were as follows: | |||
|---|---|---|---|
| For | the years ended | December 31 | |
| 2025 | 2024 | ||
| Fair value of plan assets, January 1 | $ | 219,053 | 249,500 |
| Interests revenue | 3,727 | 2,557 | |
| Re-measurement of the net defined benefit liability | |||
-Return on plan assets excluding interest |
|||
| income | 17,538 | 24,665 | |
| Contributions paid by the employer | 56,943 | 8,469 | |
| Benefits paid | (21,338) | (66,138) | |
| Fair value of plan assets, December 31 | $ | 275,923 | 219,053 |
- 4) Movements in the fair value of plan assets : None
(Continued)
42
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
- 5) Expenses recognized in profit or loss
The Company’ s pension expenses recognized in profit or loss for the years ended December 31, 2025 and 2024 were as follows:
| Current service cost Net interest of net liabilities for defined benefit obligations Operating costs Operating expenses |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2025 $ 7,893 942 $ 8,835 $ 5,977 2,858 $ 8,835 |
2024 | |
| 9,328 1,188 |
||
| 10,516 | ||
| 7,213 3,303 |
||
| 10,516 |
- 6) Re-measurement of net defined benefit liability recognized in other comprehensive income
The Company’s net defined benefit liability recognized in other comprehensive income for the years ended December 31, 2025 and 2024 were as follows:
| Cumulative amount, January 1 Recognized during the year Cumulative amount, December 31 |
For the years ended December 31 2025 2024 $ 111,039 123,023 3,793 (11,984) $ 114,832 111,039 |
|---|---|
| 2025 $ 111,039 3,793 $ 114,832 |
- 7) Actuarial assumptions
The principal actuarial assumptions at the reporting date were as follows:
| Discount rate Future salary increases |
2025.12.31 2024.12.31 % 1.35 % 1.60 % 1.50 % 1.50 |
|---|---|
The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $14,936 thousand.
The weighted-average duration of the defined benefit plan is 6 year.
(Continued)
43
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
8) Sensitivity Analysis
As of December 31, 2025 and 2024, the changes in the principal actuarial assumptions will impact on the present value of defined benefit obligation as follows:
| December 31, 2025 Discount rate Future salary increase rate December 31, 2024 Discount rate Future salary increase rate |
Impact on the present value of defined benefit obligation Increase by 0.25% Decrease by 0.25% (4,587) 4,712 4,694 (4,591) (4,681) 4,812 4,804 (4,697) |
|---|---|
The sensitivity analysis assumed all other variables remain constant during the measurement. This may not be representative of the actual change in defined benefit obligation as some of the variables may be correlated in the actual situation. The model used in the sensitivity analysis is the same as the defined benefit obligation liability.
The analysis is performed on the same basis for prior year.
(ii) Defined contribution plans
The Company contributes an amount at the rate of 6.00% of the employee’s monthly wages to the Labor Pension personal account with the Bureau of the Labor Insurance and Council of Labor Affairs in R.O.C. in accordance with the provisions of the Labor Pension Act. The Company’s contributions to the Bureau of the Labor Insurance and Social Security Bureau for the employees’ pension benefits require no further payment of additional legal or constructive obligations.
As of December 31, 2025 and 2024, the expense of defined contribution plans under Labor Pension Act was as follows:
| Pension Act was as follows: | ||
|---|---|---|
| Operating costs Operating expenses |
For the years ended December 31 | |
| 2025 $ 16,189 12,325 $ 28,514 |
2024 | |
| 14,502 10,998 |
||
| 25,500 |
The cost of the pension contributions to the Labor Insurance Bureau for the years ended December 31, 2025 and 2024 amounted to $28,147 and $25,010 thousand, respectively.
(Continued)
44
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(iii) Short-term employee benefits
| Short term employee benefit liabilities | December 31, 2025 $ 12,506 |
December 31, 2024 |
|---|---|---|
| 8,845 |
(n) Income tax
(i) The components of income tax in the years 2025 and 2024 were as follows:
| Current income tax expense (benefit) Current period incurred Tax on undistributed earnings Adjustment for prior year Deferred tax expense Origination and reversal of temporary differences Income tax expense (benefit) |
For the years ended December 31 2025 2024 $ 161,457 207,549 - 41,277 - (659,497) 161,457 (410,671) 28,712 42,754 $ 190,169 (367,917) |
|---|---|
| 2025 $ 161,457 - - 161,457 28,712 $ 190,169 |
The amount of income tax recognized in other comprehensive income for 2025 and 2024 was as follows:
Items that will not be reclassified to profit or loss:Remeasurements effects of defined benefit plans Items that may be reclassified subsequently to profit and loss: Foreign currency translation differences for foreign operations |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2025 $ (948) $ (80,476) |
2024 | |
| 2,996 | ||
| 122,301 | ||
(Continued)
45
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
Reconciliation of income tax and profit before tax for 2025 and 2024 as follows:
| Profit excluding income tax Income tax using the Company’s domestic tax rate Investment income of equity method Non-deductible income tax Tax-exempt income Adjustment for prior year Tax on undistributed earnings Others Income tax expense (benefit) |
For the years ended December 31 2025 2024 $ 1,122,408 1,597,732 224,482 319,546 (18,820) (12,654) 8,826 3,529 (24,267) (108,655) - (659,497) - 41,277 (52) 48,537 $ 190,169 (367,917) |
|---|---|
| 2025 $ 1,122,408 224,482 (18,820) 8,826 (24,267) - - (52) $ 190,169 |
-
(ii) Deferred tax assets and liabilities
-
1) Recognized deferred tax assets and liabilities
The movements in deferred tax assets and liabilities for the years ended December 31, 2025 and 2024 were as follows:
Deferred tax liabilities:
| Balance on January 1, 2025 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2025 Balance on January 1, 2024 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2024 |
Land value increment tax $ 6,216,291 - - $ 6,216,291 $ 6,216,291 - - $ 6,216,291 |
Investment income recognized under the equity method 318,922 127,648 - 446,570 359,609 (40,687) - 318,922 |
Exchange difference on the translation of foreign operations 274,710 - (80,435) 194,275 152,469 - 122,241 274,710 |
Others 84,238 12,640 - 96,878 66,103 18,135 - 84,238 |
Total 6,894,161 140,288 (80,435) 6,954,014 6,794,472 (22,552) 122,241 6,894,161 |
|---|---|---|---|---|---|
Deferred tax assets:
| Balance on January 1, 2025 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2025 Balance on January 1, 2024 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2024 |
Unamortized manufacturing costs $ 73,741 9,558 - $ 83,299 $ 77,722 (3,981) - $ 73,741 |
Defined benefit obligation 26,888 - 948 27,836 29,884 - (2,996) 26,888 |
Impairment loss on assets 67,028 - - 67,028 130,483 (63,455) - 67,028 |
Exchange difference on the translation of foreign operations 66 - 41 107 126 - (60) 66 |
Others 77,159 102,018 - |
Total 244,882 111,576 989 |
|---|---|---|---|---|---|---|
| 179,177 | 357,447 | |||||
| 75,029 2,130 - |
313,244 (65,306) (3,056) |
|||||
| 77,159 | 244,882 |
(Continued)
46
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
-
(iii) The Company’s income tax returns through 2022 have been assessed and approved by the Tax Authority.
-
(iv) The Company classified the fertilizer subsidy as a taxable income due to the interpretation from the National Taxation Bureau, Ministry of Finance regarding the income tax treatment of fertilizer subsidies has not yet been obtained. In 2024, the Company received the 2022 approval notice stating that the fertilizer distributor cooperated with the Agriculture and Food Agency, Ministry of Agriculture, Executive Yuan, to implement the "Chemical Fertilizer Subsidy Program", since the actual beneficiaries of the subsidy were farmers, and it was not the distributors’ income, therefore, it should be exempted from income tax, resulting in an overestimation of the prior year's income tax of $659,497 thousand.
-
(o) Share capital and other interests
(i) Share capital
As of December 31, 2025 and 2024, the authorized capital of the Company amounting to $9,800,000 thousand with par value of $10 per share. The paid in capital was $9,800,000 thousand, and the capital that rose from the shares had all been retrieved.
- (ii) Capital surplus
The components of capital surplus were as follows:
| The components of capital surplus were as follows: | ||
|---|---|---|
| Treasury share transactions Donations Others |
December 31, 2025 $ 2,187,988 44,803 13,374 $ 2,246,165 |
December 31, 2024 |
| 2,187,988 44,803 12,317 |
||
| 2,245,108 |
In accordance with Amended Companies Act 2012, realized capital reserves can only be capitalized or distributed as cash dividends after offsetting against losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with Securities Offering and Issuance Guidelines, the amount of capital reserves that can be capitalized shall not exceed 10% of the actual share capital amount.
(iii) Retained earnings
Under the dividend policy as set forth in the Articles, where the Corporation made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s Board of Directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders.
(Continued)
47
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
To determine dividend amounts, the Corporation should take into account the diversity of its business, cycles of the industry, and capital demand in relation to specific products and services. To balance business development and shareholders’ welfare, the cash dividend should not be less than 10% of total annual dividends, unless there is any capital demand due to essential investment plan, change in financial position, business operation, extension of capacity or any other capital expenditure and should be approved in the shareholders’ meetings.
1) Legal reserve
If the Company earned a profit for the year, the meeting of shareholders decides on the distribution of the statutory earnings reserve either by issuing new shares or by paying cash, and the distribution is limited to the portion of legal reserve which exceeds 25% of the actual share capital.
2) Special reserve
The Company implemented the optional exemptions under IFRS 1 "First-time Adoption of International Financial Reporting Standards” when adopting the International Financial Reporting Standards at first time. The increase in retained earnings resulting from the unrealized revaluation increments, cumulative translation adjustment and the revaluation increments in the transfer from fix assets to investment property was $32,114,341 thousand. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, the same amount of the increasing earnings shall be reclassified to special earnings reserve. If a certain proportion of the asset has been disposed or reclassified, the same proportion of special earnings reserve equivalent to that of the asset, which has been disposed or reclassified, has to be transferred back to its earnings. Such special earnings reserve has to have the same amount with the one that was initially being reclassified to its special earnings reserve. The balance of such special earnings reserve amounted to $30,127,912 as of December 31, 2025 and 2024.
In accordance with the aforesaid Ruling, a special reserve is set aside from the current year’s net income after tax and prior year’s undistributed earnings at an amount equal to the debit balance of contra accounts in shareholders’ equity. When the debit balance of any of these contra accounts in shareholders’ equity is reversed, the related special reserve can be reversed. The subsequent reversals of the contra accounts in shareholders' equity shall quality for additional distributions.
(Continued)
48
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
3) Earnings distribution
The appropriations of earnings for 2024 and 2023 had been approved in the shareholders’ meeting on Jnue 10, 2025 and June 28, 2024, respectively. These earnings were appropriated as follows:
| Dividends distributed to ordinary shareholders: Cash |
2024 | 2024 | 2024 | 2023 Amount per share (dollars) Amount 2.60 2,548,000 |
|---|---|---|---|---|
| Amount per share (dollars) |
Amount | |||
| $ 2.00 | 1,960,000 |
On March 4, 2026, the Company’s Board of Directors resolved to appropriate the 2025 earnings. These earnings were appropriated as follows:
| Dividends distributed to ordinary shareholders: Cash |
For the year ended December 31 | For the year ended December 31 |
|---|---|---|
| 2025 | ||
| Amount per share (dollars) $ 2.00 |
Amount | |
| 1,960,000 |
(iv) Other equity accounts (net of tax)
| Balance on January 1, 2025 Exchange differences on subsidiaries accounted for using equity method Unrealized gains from financial assets measured at fair value through other comprehensive income Balance on December 31, 2025 Balance on January 1, 2024 Exchange differences on subsidiaries accounted for using equity method Unrealized gains from financial assets measured at fair value through other comprehensive income Disposal of in equity instruments measured at fair value through other comprehensive income Balance on December 31, 2024 |
Exchange differences on translation of foreign financial statements $ 749,455 (328,126) - $ 421,329 $ 255,805 493,650 - - $ 749,455 |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income 3,700,330 (18,163) (38,028) 3,644,139 2,682,634 - 1,027,758 (10,062) 3,700,330 |
Total 4,449,785 (346,289 (38,028 |
|---|---|---|---|
| 4,065,468 | |||
| 2,938,439 493,650 1,027,758 (10,062 |
|||
| 4,449,785 |
(Continued)
49
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(p) Earnings per share
The basic earnings per share and diluted earnings per share were calculated as follows:
| Basic earnings per share Profit attributable to ordinary shareholders Weightedaverage number of ordinary shares Diluted earnings per share Profit attributable to ordinary shareholders (diluted) Weightedaverage number of ordinary shares Effect of potentially dilutive ordinary shares Employees’ compensation Weightedaverage number of ordinary shares (diluted) |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2025 $ 932,239 980,000 $ 0.95 $ 932,239 980,000 717 980,717 $ 0.95 |
2024 1,965,649 |
|
| 980,000 | ||
| 2.01 | ||
| 1,965,649 | ||
| 980,000 1,070 |
||
| 981,070 | ||
| 2.00 |
(q) Revenue from contracts with customers
(i) Details of revenue
The details of revenue were as follows:
| Revenue from contracts with customers Revenue from investment properties Other operating revenue |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2025 $ 9,006,020 2,485,742 211,994 $ 11,703,756 |
2024 | |
| 8,792,650 2,426,820 297,751 |
||
| 11,517,221 |
(ii) Disaggregation of revenue
| Primary geographical markets Taiwan Others |
For the year ended December 31, 2025 | For the year ended December 31, 2025 | For the year ended December 31, 2025 | For the year ended December 31, 2025 |
|---|---|---|---|---|
| Fertilizers and other chemical products $ 8,737,149 261,021 $ 8,998,170 |
Real estate property and investment 2,485,742 - 2,485,742 |
Others 219,844 - 219,844 |
Total | |
| 11,442,735 261,021 |
||||
| 11,703,756 |
(Continued)
50
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Major products/services lines Fertilizers and other chemical products Lease Others Primary geographical markets Taiwan Others Major products/services lines Fertilizers and other chemical products Lease Others (iii) Contract balances |
For the year ended December 31, 2025 | For the year ended December 31, 2025 | For the year ended December 31, 2025 | For the year ended December 31, 2025 |
|---|---|---|---|---|
| Fertilizers and other chemical products Real estate property and investment Others Total $ 8,998,170 - - 8,998,170 - 2,485,742 - 2,485,742 - - 219,844 219,844 $ 8,998,170 2,485,742 219,844 11,703,756 For the year ended December 31, 2024 |
Total | |||
| 8,998,170 2,485,742 219,844 |
||||
| 11,703,756 | ||||
| Fertilizers and other chemical products $ 8,446,395 342,424 $ 8,788,819 $ 8,788,819 - - $ 8,788,819 |
Real estate property and investment 2,426,820 - 2,426,820 - 2,426,820 - 2,426,820 |
Others 301,582 - 301,582 - - 301,582 301,582 |
Total | |
| 11,174,797 342,424 |
||||
| 11,517,221 | ||||
| 8,788,819 2,426,820 301,582 |
||||
| 11,517,221 | ||||
| Accounts receivable Less: allowance for impairment Total Contract liabilities-Chemical fertilizers product |
December 31, 2025 $ 1,000,112 (209) $ 999,903 $ 117,692 |
December 31, 2024 895,879 (209) 895,670 102,853 |
January 1, 2024 823,012 (209) 822,803 105,684 |
|---|---|---|---|
For details on accounts receivable and allowance for impairment, please refer to note 6(d).
The amount of revenue recognized for the years ended December 31, 2025 and 2024 that was included in the contract liability balance at the beginning of the period were $71,755 and $75,201 thousand.
(Continued)
51
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(r) Remuneration to employees and directors
The Company resolved to amend its Articles of Incorporation at the meeting of shareholders held on June 10, 2025. In accordance with the amended Articles of Incorporation, the Company should contribute 1%~3% of the current year profit as employee compensation, not greater than 1.6% as directors’ remuneration and not less than 0.01% as remuneration for general employees when there is profit for the year. Under the previous Articles of Incorporation, the Company should contribute 1%~3% of the current year profit as employee compensation and no more than 1.6% as directors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit.
For the years ended December 31, 2025 and 2024, the Company estimated its employee remuneration amounting to $28,063 and $39,943 thousand, and directors’ remuneration amounting to $18,709 and $26,629 thousand, respectively. The estimated amounts of remuneration for basiclevel employees were $117 and $0 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of remuneration to employees and directors as specified in the Company’s articles. These remunerations were expensed under operating costs or operating expenses during 2025 and 2024. The numbers of shares to be distributed for 2025 and 2024 were calculated based on the closing price of the Company’s ordinary shares, one day before the date of the meeting of Board of Directors.
If there remunerations change after the board meeting, and the changes will based on accounting estimates. The impact of those changes will recognize in the following period.
There was no difference of Employee compensation and directors’ remuneration between the amounts recognized on financial statements and actual distributed amount.
Information on remuneration to employees and directors resolved by the Corporation’ s board of directors in 2025 and 2024 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
(s) Non operating income and expenses
(i) Interest income
The details of interest income for the years ended December 31, 2025 and 2024 were as follows:
| Interest income - bank deposits Other interest income |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2025 $ 35,724 640 $ 36,364 |
2024 | |
| 57,287 1,334 |
||
| 58,621 |
(Continued)
52
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(ii) Other income
The details of other income for the years ended December 31, 2025 and 2024 were as follows:
| Dividends Others |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2025 $ 81,529 38,978 $ 120,507 |
2024 | |
| 85,265 14,201 |
||
| 99,466 |
(iii) Other gains and losses
The details of other gains and losses for the years ended December 31, 2025 and 2024 were as follows:
| Loss on disposal of property, plant and equipment Net foreign exchange gain Gain on financial assets at fair value through profit or loss Compensation Others |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2025 $ (925) 4,680 8,105 (499,000) (49,061) $ (536,201) |
2024 | |
| (39) 13,456 4,908 - (19,401) |
||
| (1,076) |
(iv) Finance costs
The details of finance costs for the years ended December 31, 2025 and 2024 were as follows:
| Bank interest expense Lease liabilities interest expense Less: Interest capitalization |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2025 $ 6,791 932 (3,182) $ 4,541 |
2024 | |
| - 1,448 - |
||
| 1,448 |
(t) Financial instruments
(i) Credit risk
1) Exposure to credit risk
The carrying amount of financial assets represents the Company’ s maximum credit exposure.
(Continued)
53
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
2) Credit risk concentrations
The clients of the Company are widely spread and unrelated; thus, credit risk is limited.
3) Receivables and debt securities
For credit risk exposure of notes and trade receivables, please refer to note 6(d).
Other financial assets at amortized cost includes other receivables, investments in government bonds, corporate bonds and time deposits.
Debt investments at fair value through other comprehensive income include government bonds, listed and unlisted debt securities.
All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected credit losses.
The movement in the allowance for impairment during the years ended December 31, 2025 and 2024, please refer to note 6(d) and 6(e).
(ii) Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest payment, but excluding the impact of netting agreements.
| December 31, 2025 Non-derivative financial liabilities Non-interest-bearing liabilities Lease liabilities Variable-rate instruments December 31, 2024 Non-derivative financial liabilities Non-interest-bearing liabilities Lease liabilities |
Carrying amount $ 2,174,958 27,028 565,290 $ 2,767,276 $ 1,420,478 61,552 $ 1,482,030 |
Within 1 yeat 1,796,842 25,644 14,270 1,836,756 1,017,216 32,773 1,049,989 |
1-5 years 378,116 1,384 551,020 930,520 403,262 28,779 432,041 |
More than 5 years |
|---|---|---|---|---|
| - - - |
||||
| - | ||||
| - - |
||||
| - |
The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
(Continued)
54
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(iii) Currency risk
1) Exposure to foreign currency risk
The following are the financial assets and liabilities exposure to significant foreign currency risk.
| currency risk. | |||||
|---|---|---|---|---|---|
| Financial assets Monetary items USD :NTDNon-monetary items Investments accounted for using equity SAR :NTDUSD :NTDFinancial liabilities Monetary items USD :NTD |
December 31, 2025 | December 31, 2024 Foreign currency Exchange rate NTD 1,837 32.78 60,219 1,063,481 8.74 9,295,657 148 32.78 4,852 852 32.78 27,929 |
|||
| Foreign currency $ 2,221 1,128,809 148 852 |
Exchange rate 31.38 8.37 31.38 31.38 |
NTD | Exchange rate NTD 32.78 60,219 8.74 9,295,657 32.78 4,852 32.78 27,929 |
||
| 69,695 9,444,994 4,644 26,736 |
|||||
2) Sensitivity analysis
The Company’ s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, loans, accounts payable and other payables that are denominated in foreign currency. A 10% of depreciation or appreciation of each major foreign currency against the Company’s functional currency as of December 31, 2025 and 2024 would have increased or decreased the net income after tax by $3,437 and $2,583 thousand, respectively. The analysis is performed on the same basis for both periods.
As the Company deals in diverse foreign currencies, gains or losses on foreign exchange were summarized as a single amount. For the years ended December 31, 2025 and 2024, the foreign exchange gains, including both realized and unrealized, amounted to 4,680 and 13,456 thousand, respectively.
(iv) Interest rate analysis
The interest risk exposure from financial assets and liabilities has been disclosed in the note of liquidity risk management.
The sensitivity analysis below is based on the exposure to equity price risks at the end of the reporting period. For floating-rate liabilities, the analysis is based on the assumption that the amount of liabilities outstanding on the reporting date is circulated throughout the year.
(Continued)
55
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
If interest rates had been 1 basis point higher/lower and all other variables were held constant, the Company’s interest expenses for the years ended December 31, 2025 and 2024 would have increased or decreased by $1,171 thousand and $0, respectively. Taking into account the capitalization of interest, the amount of impact on net profit was $0, as the Company’s loans bear floating interest rates.
(v) Other price risk
If the stock price changes at the reporting date, the changes in other comprehensive income of the Company are estimated as follows (The analysis was made on the same basis for both periods, assuming that all other variables remain constant and any impact to forecasted sales and purchases was ignored):
| Equity price at the end of the reporting period Increase 5% Decrease 5% |
For the years ended December 31 2025 2024 Comprehensive income (loss) (net of tax) Net income (loss) (net of tax) Comprehensive income (loss) (net of tax) Net income (loss) (net of tax) $ 211,822 40,013 215,088 16,003 $ (211,822) (40,013) (215,088) (16,003) |
For the years ended December 31 2025 2024 Comprehensive income (loss) (net of tax) Net income (loss) (net of tax) Comprehensive income (loss) (net of tax) Net income (loss) (net of tax) $ 211,822 40,013 215,088 16,003 $ (211,822) (40,013) (215,088) (16,003) |
For the years ended December 31 2025 2024 Comprehensive income (loss) (net of tax) Net income (loss) (net of tax) Comprehensive income (loss) (net of tax) Net income (loss) (net of tax) $ 211,822 40,013 215,088 16,003 $ (211,822) (40,013) (215,088) (16,003) |
|---|---|---|---|
| 2025 | |||
| Comprehensive income (loss) (net of tax) $ 211,822 $ (211,822) |
Net income (loss) (net of tax) |
||
| 40,013 |
-
(vi) Fair value of financial instruments
-
1) Categories and fair value of financial instruments
The fair value of financial assets and liabilities at fair value through profit or loss, and financial assets at fair value through other comprehensive income (available for sale financial assets) is measured on a recurring basis. The carrying amount and fair value of the Company’ s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is a reasonable approximation of fair value and lease liabilities, disclosure of fair value information is not required:
| Financial assets at fair value through profit or loss Non derivative financial assets mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income Domestic stocks in listed companies Unquoted equity instruments at fair value Subtotal |
December 31, 2025 | December 31, 2025 | December 31, 2025 | ||
|---|---|---|---|---|---|
| Carrying amount $ 1,000,323 $ 75,076 4,161,355 4,236,431 |
Fair value | ||||
| Level 1 1,000,323 75,076 - 75,076 |
Level 2 - - - - |
Level 3 - - 4,161,355 4,161,355 |
Total 1,000,323 |
||
| 75,076 4,161,355 |
|||||
| 4,236,431 |
(Continued)
56
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Financial assets measured at amortized cost Cash and cash equivalents Other financial assets (including non- current) Notes receivables and accounts receivables Other receivables (including long-term) Refundable deposit Subtotal Total Financial liabilities at amortized cost Bank loans (including long-term) Notes and accounts payables Other payables Lease liabilities (including non-current) Guarantee deposits received Total Financial assets at fair value through profit or loss Non derivative financial assets mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income Domestic stocks in listed companies Unquoted equity instruments at fair value Subtotal Financial assets measured at amortized cost Cash and cash equivalents Other financial assets (including non- current) Notes receivables and accounts receivables Other receivables (including long-term) Refundable deposit Subtotal Total |
December 31, 2025 | December 31, 2025 | December 31, 2025 | |||
|---|---|---|---|---|---|---|
| Fair value | ||||||
| Level 1 Level 2 Level 3 - - - - - - - - - - - - - - - - - - 1,075,399 - 4,161,355 - - - - - - - - - - - - - - - - - - December 31, 2024 |
Total - - - - - |
|||||
| - | ||||||
| 5,236,754 | ||||||
| - - - - - |
||||||
| - | ||||||
| Fair value | ||||||
| Level 1 400,067 71,018 - 71,018 - - - - - - 471,085 |
Level 2 - - - - - - - - - - - |
Level 3 - - 4,230,741 4,230,741 - - - - - - 4,230,741 |
Total 400,067 |
|||
| 71,018 4,230,741 |
||||||
| 4,301,759 | ||||||
| - - - - - |
||||||
| - | ||||||
| 4,701,826 |
(Continued)
57
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Financial liabilities at amortized cost Notes and accounts payables Other payables Lease liabilities (including non-current) Guarantee deposits received Total |
December 31, 2024 | December 31, 2024 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Carrying amount $ 283,351 733,865 60,353 403,262 $ 1,480,831 |
Fair value | ||||
| Level 1 - - - - - |
Level 2 - - - - - |
Level 3 - - - - - |
Total - - - - |
||
| - |
- 2) Valuation techniques for financial instruments not measured at fair value
The Company’s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:
- a) Financial assets measured at amortized cost
If the quoted prices in active markets are available, the market price is established as the fair value. However, if quoted prices in active markets are not available, the estimated valuation or prices used by competitors are adopted.
- b) Financial assets and financial liabilities measured at amortized cost
If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.
-
3) Valuation techniques for financial instruments measured at fair value
-
a) Non-derivative financial instruments
When a financial instrument is regarded as quoted in an active market, the quoted prices in an active market will be the fair value. The market prices from the main exchanges and government bond exchanges are the basis of the fair value of OTC equity instruments and debt instruments which have a quoted market price in an active market.
A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. Otherwise, the market is deemed to be inactive. Normally, a market is considered to be inactive when: The bid-ask spread is enoumous; or bid-ask spread varise significantly; or there has been a significant decline in trading volume.
(Continued)
58
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
Measurements of fair value of financial instruments without an active market are based on a valuation technique or quoted price from a competitor. Fair value measured by a valuation technique can be extrapolated from similar financial instruments, the discounted cash flow method, or other valuation technique including a model using observable market data at the reporting date.
If the financial instruments held by the Company do not belong to active markets, the category and nature of the fair value are as follows:
-
Equity investments without an active market: The fair value is assessed by market comparison approach. The main assumption is measured from the retained earnings multiplier as the basis.
-
4) Transfers between Level 1 and Level 2
There were no transfers in either direction in 2025 and 2024.
- 5) Reconciliation of Level 3 fair values
| Reconciliation of Level 3 fair values | ||
|---|---|---|
| Fair value through | ||
| other comprehensive | ||
| income | ||
| Unquoted equity | ||
| instruments | ||
| Opening balance, January 1, 2025 | $ | 4,230,741 |
| Total gains and losses recognized | ||
| In other comprehensive income | (42,086) | |
| Capital reduction by capital stock return | (27,300) | |
| Ending Balance, December 31, 2025 | $ | 4,161,355 |
| Opening balance, January 1, 2024 | $ | 3,191,342 |
| Total gains and losses recognized | ||
| In other comprehensive income | 1,051,141 | |
| Disposal and liquidation | (11,742) | |
| Ending Balance, December 31, 2024 | $ | 4,230,741 |
For the years ended December 31, 2025 and 2024, total gains and losses that were included in “unrealized gains and losses from financial assets at fair value through other comprehensive income” were as follows:
| Total gains and losses recognized In other comprehensive income, and presented in “unrealized gains and losses from financial assets at fair value through other comprehensive income” |
For the years ended December 31 |
|---|---|
| 2025 2024 $ (42,086) 1,051,141 |
(Continued)
59
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
- 6) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Company’s main financial instruments that use Level 3 inputs to measure fair value are “fair value through other comprehensive income – equity investments”.
The Company most fair value is categorized to Level 3 with single significant unobservable input. The equity investments without an active market has duplicate unobservable inputs. The unobservable inputs of the equity investments without an active market are independent, so there is no correlation to others.
Quantified information of significant unobservable inputs was as follows:
| Item Financial assets at fair value through other comprehensive income equity investments without an active market Financial assets at fair value through other comprehensive income-equity investments without an active market |
Valuation technique Comparable transaction method Net asset value method |
Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value measurement ‧The multiplier of price-to-sales ratio (As of December 31, 2025 and 2024, were 1.79~5.28 and 2.18~5.01) ‧The multiplier of price-to-book ratio (As of December 31, 2025 and 2024, were 1.39 and 1.70) ‧The multiplier of enterprice value (As of December 31, 2025and 2024, were 13.91 and 12.15) ‧Market illiquidity discount (As of December 31, 2025 and 2024, were 10%~33% both) The estimated fair value would increase (decrease) if: ‧the multiplier were higher (lower) ‧the market illiquidity discount were lower (higher) ‧Net asset value Not applicable |
|---|---|---|
- 7) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions
The Company’ s measurement on the fair value of financial instruments is deemed reasonable despite different valuation models or assumptions may lead to different results.
(Continued)
60
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
For fair value measurements in Level 3, changing one or more of the assumptions would have the following effects on profit or loss and other comprehensive income:
| December 31, 2025 Financial assets at fair value through other comprehensive income Equity investments without an active market December 31, 2024 Financial assets at fair value through other comprehensive income Equity investments without an active market |
Inputs Market illiquidity discount Market illiquidity discount |
Fluctuation in inputs ±1% ±1% |
Profit or loss Favourable Unfavourable - - - - |
Other comprehensive income Favourable Unfavourable 42,528 (42,520) 43,567 (43,561) |
|---|---|---|---|---|
| Favourable - - |
The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.
-
(u) Financial risk management
-
(i) Overview
The Company has exposures to the following risks from its financial instruments:
-
1) Credit risk
-
2) Liquidity risk
-
3) Market risk
The following discusses the Company’s objectives, policies and processes for measuring and managing the above mentioned risks.
(ii) Risk management framework
The Company’ s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.
- (iii) Credit risk
Credit risk means the potential loss of the Company if the counterparty involved in that transaction defaults. The primary potential credit risk is from financial instruments like accounts receivable and equity securities.
(Continued)
61
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
1) Accounts receivables and other receivables
The Company’ s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk, particularly in the current deteriorating economic circumstances.
The Company has established a credit granting policy. According to the policy, the Company must analyze its credit rating individually for each new customer before granting standard payment and shipping conditions and terms.
The Company establishes an impairment allowance that represents its estimate of incurred losses in respect of trade receivables. The two components of this impairment allowance are specific loss component that relates to individually significant exposure and collective loss component which the loss was incurred but not identified. The collective component is based on historical payment experience of similar financial assets.
2) Investment
The credit risk exposure in the bank deposits, fixed income investments and other financial instruments are measured and monitored by the Company’s finance department. As the Company deals with the banks and other external parties with good credit standing and financial institutions, corporate organization and government agencies which are graded above investment level, management believes that the Company does not have compliance issues and no significant credit risk.
3) Guarantees
As of December 31, 2025 and 2024, the endorsement guarantee provided by the Company to individual entities of joint ventures, please refer to Note 7.
(iv) Liquidity risk
Liquidity risk is a risk that the Company is unable to meet the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’ s approach to managing liquidity is to ensure, as much as possible, that it always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
(v) Market risk
Market risk is a risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’ s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
(Continued)
62
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
- 1) Currency risk
The Company is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency. The currencies used in these transactions are denominated in USD, EUR, JPY, and RMB.
The exchange gains or losses of trade receivables in foreign currencies resulting from the changes in exchange rates are offset against the exchange losses or gains of short-term borrowings in foreign currencies; thus, the exposure to foreign currency risk is insignificant.
The interest is denominated in the same currency as borrowings. Generally, borrowings are denominated in currencies that match the cash flows generated by the underlying operations of the Company.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Company ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short term imbalances.
The investments of other subsidiaries of the Company are not for hedging.
- 2) Interest rate risk
The Company’ s interest rate risk arises from short-term and long-term loans bearing floating interest rates. Future cash flow will be affected by a change in market interest rate.
- 3) Other market risk
The Company does not enter into any commodity contracts other than to meet its expected usage and sales requirements; such contracts are not settled on a net basis.
(v) Capital management
The Company’s objectives in managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the dividend payment to the shareholders, return capital to shareholders, and issue new shares or sell assets to reduce debts.
The Company manages capital by the debt to equity ratio. Such ratio is calculated as net liabilities divided by total capital. Net liabilities represent the total amount of liabilities on the balance sheet minus cash and cash equivalents. The total amount of capital represents all the equity components (share capital, capital surplus, retained earnings, and other equity) plus net liabilities.
(Continued)
63
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
The Company’s capital management strategy is consistent for the years ended December 31, 2025 and 2024, with the gearing ratio maintained within 28% to 32%, to ensure financing at reasonable cost. The Company’s debt to equity ratios in the years ended December 31, 2025 and 2024 were as follows:
| Total liabilities Less: cash and cash equivalents Net debt Total capital Adjusted capital Debt to equity ratio |
December 31, 2025 $ 26,959,549 (886,526) 26,073,023 54,274,693 $ 80,347,716 % 32.45 |
December 31, 2024 25,106,583 (3,454,135) 21,652,448 55,689,235 77,341,683 % 28.00 |
|---|---|---|
- (w) Investing and financing activities not affecting current cash flow
The Company’s investing and financing activities which did not affect the current cash flow in the years ended December 31, 2025 and 2024 , were as follows:
| Purchases of property, plant and equipment Add: opening balances of equipment and construction payables Deduction: closing balances of equipment and construction payables Purchases of investment property Add: opening balances of equipment payables |
For the years ended December 31 2025 2024 $ 450,267 487,353 81,560 71,124 (89,182) (81,560) $ 442,645 476,917 $ 2,153,508 466,920 - 259,513 $ 2,153,508 726,433 |
|---|---|
| 2025 $ 450,267 81,560 (89,182) $ 442,645 $ 2,153,508 - $ 2,153,508 |
(7) Related-party transactions:
- (a) Names and relationship with related parties
The following are entities that have had transactions with the related parties and the Company's subsidiaries during the periods covered in the non consolidated financial statements.
| Name of related party | Relationship with the Company |
|---|---|
| Al-Jubail Fertilizer Company | Equity-method investee |
| TR Electronic Chemical Co.,Ltd. | The Company's jointly controlled |
| entity | |
| TR Electronic Chemical (Kunshan) Ltd. | The Company's jointly controlled |
| entity’s subsidary (Note 1) | |
| TAIFER (CAMBODIA) Co., Ltd. | The Company's subsidary (Note 2) |
(Continued)
64
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Name of related party | Relationship with the Company |
|---|---|
| Taifer Investment Co., Ltd. | The Company's subsidary (Note 3) |
| Taiwan Yes Deep Ocean Water Co., Ltd. | 〃 |
| PEIFENG Technology & Fertilizer Co., Ltd. | 〃 |
| Tai Ying Sustainability Co., Ltd. | 〃(Note 4) |
| TAIFER (CAYMAN) INTERNATIONAL GROUP Co., Ltd. | 〃(Note 5) |
| TAIFER INTERNATIONAL (SAMOA) GROUP Co., Ltd. | 〃 |
| TAIFER CHEMICAL INTERNATIONAL LLC | 〃 |
| Minstry of Agriculture | Individuals are those entities in which |
| the Company has significant influence | |
| Agricultural Bank of Taiwan | The Company's government-related |
| entities | |
| TAIWAN Fertilizer Legal Foundation | Other related parties |
-
Note 1: The bankruptcy of TR Electronic Chemical (Kunshan) Ltd. was declared by the Court in China in September, 2017, and the relevant statutory procedures had been completed in August, 2020.
-
Note 2: TAIFER (CAMBODIA) Co., Ltd. has filed for business suspension in Cambodia in June 2023, wherein the relevant legal procedures are still in process.
-
Note 3: Taifer Chemicals International Inc. was renamed to Taifer Investment Co., Ltd. by a resolution of the Board of Directors acting on behalf of the shareholders on March 29, 2024.
-
Note 4: The Company resolved by the Board of Directors on August 12, 2025 to establish a wholly owned subsidiary dedicated to the development of the clean energy business to expand the Group’s new sources of profit.
-
Note 5: The Company was liquidated on December 10, 2025, with the approval of its board, wherein the related statutory procedures were still in progress as of the reporting date.
-
(b) Significant transactions with related parties
-
(i) Sale of goods to related parties
The amounts of significant sales transactions and outstanding balances between the Company and related parties were as follows:
| Subsidiaries | For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2025 $ 27,919 |
2024 | |
| 28,589 |
Prices charged for sales transactions with associates were not significantly different from those of non related parties.
(Continued)
65
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(ii) Government-related entities
The Ministry of Agriculture, Executive Yuan, holds 24.07% of the Company’s outstanding ordinary shares. In 2025, the Company obtained a loan of $500,000 thousand from the Agricultural Bank of Taiwan Co., Ltd., an entity significantly influenced by the Ministry of Agriculture, Executive Yuan. Certain parcels of the Company’s land, recognized as investment property, were pledged as collateral for the loan, which is repayable in five years. The interest rate on the loan is based on the one-year time deposit floating rate of the Agricultural Bank of Taiwan, and is comparable to the rates with on the Company’s other bank loans.
(iii) Receivables from related parties
The receivables from related parties were as follows:
| Account | Relationship | December 31, 2025 $ 5,174 - $ 5,174 |
December 31, 2024 |
|---|---|---|---|
| Account receivable Account receivable |
Subsidiaries Joint Venture |
1,884 455 |
|
| 2,339 |
(iv) Payables from related parties
The payables from related parties were as follows:
| Account | Relationship | December 31, 2025 $ 19,213 19,161 1,962 $ 40,336 |
December 31, 2024 |
|---|---|---|---|
| Account payable Other payable Guarantee deposit |
Subsidiaries Subsidiaries Subsidiaries |
19,981 23,675 1,962 |
|
| 45,618 |
(v) Rent revenue
The Company leased its office building to its parent company in 2025 and 2024. The lease contract was based on the regional rent rate. For the years ended December 31, 2025 and 2024, the Company incurred the amounts of $1 and $4,682 thousand, respectively, resulting from its transaction with other related parties.
(vi) Outsourcing
The Company outsourced its subsidiary, PEIFENG Technology & Fertilizer Co., Ltd., to process fertilizer at an amount of $215,854 and $236,237 thousand in 2025 and 2024, respectively, which were recognized as operating cost.
(Continued)
66
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(vii) Others
- 1) TR Electronic Chemical Co., Ltd. (TR), a jointly controlled entity of the Corporation, had obtained a financing of US$10,000 thousand from a bank, and the Corporation and Jing Chin International Limited Corporation, a shareholder of TR, guaranteed the repayment of this financing. When TR failed to make a repayment, the bank then requested the guarantors to repay the loan partially. Because the Corporation could only provide TR-in compliance with the “Regulations Governing the Granting of Loans and Endorsements and Guarantees by Public Companies” - with a limited amount of endorsement, the Corporation’ s board approved the repayment of TR’ s loan, as following.
| Due Date March 27, 2014 April 26, 2015 March 27, 2016 |
Date of Repayment Amount in USD Amount in NTD June 27, 2014 $ 4,570 144,641 April 24, 2015 3,300 102,610 March 31, 2016 2,147 70,026 |
|---|---|
Considering the weakening operating and repayment capability of TR, the Corporation recognized an impairment loss in 2015.
-
2) The bankruptcy of TR Electronic Chemical (Kunshan) Ltd., declared by the Court in China in September 2017, was investigated, and the proposal of liquidated property distribution was announced publicly in mid August, 2018. In November 2018, the Kunshan Court of China reversed its decision and terminated the bankruptcy liquidation process of TR, with the approval of the Market Supervision Administrations of Kunshan in August 2020. Also, the investors of TR Electronic Chemical Co. Ltd., JIN QUN INTERNATIONAL CO., Ltd. and other six stockholders, institute the civil lawsuit with joint liquidation liability in Taipei District Court. The first instance was pronounced in December, 2018. However, the stockholders were not satisfied with the result and appealed for the second instance. The second instance was pronounced in January, 2019. However, the stockholders were not satisfied with the result and appealed for the third instance. In March 2020, the Taiwan High Court delivered the appeal to the Supreme Court. The verdict of the third instance and the second instance was pronounced annulled in August 2021 and the appeal was sent back to the Taiwan High Court for retrial. The Taiwan High Court rendered its first-instance judgment on April 18, 2023, in the case involving Mr. Zhao. The appeals filed by Mr. Zhao and the subsidiary company were both rejected. On June 5, 2024, the Supreme Court overruled the appeals filed by Mr. Zhao and the Company, and the judgment was affirmed.
-
(c) Remunerations of key management personnel
The remunerations to directors and other key management personnel were as follows:
| Salaries and other short-term employee benefits Post-employment benefits |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2025 $ 48,713 3,072 $ 51,785 |
2024 | |
| 54,841 8,494 |
||
| 63,335 |
(Continued)
67
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(8) Pledged assets:
The information of the carrying value of pledged assets were as follows:
| Asset | Purpose of pledge | December 31, 2025 $ 327,468 1,023,900 $ 1,351,368 |
December 31, 2024 324,968 - 324,968 |
|---|---|---|---|
| Other financial asset current and non-current Investment property |
Guarantee of material purchase amount, security in ligitation and engineering deposit Long-term borrowings |
(9) Commitments and contingencies:
(a) Significant commitments and contingencies
- (i) Significant commitments and contingencies were as follows:
| Acquisition of property, plant, and equipment Acquisition of investment property (ii) Unused standby letters of credit |
December 31, 2025 $ 227,127 $ 12,416,519 |
December 31, 2024 |
|---|---|---|
| 51,388 | ||
| 3,652,545 | ||
| USD thousands The Corporation had guarantee notes payable for its debt Guarantee notes payable |
December 31, 2025 $ 5,583 as follow: December 31, 2025 $ 10,975,000 |
December 31, 2024 |
|---|---|---|
| 550 | ||
| December 31, 2024 |
||
| 8,189,600 |
(iii) The Corporation had guarantee notes payable for its debt as follow:
(b) Partial commercial building and parking lot’s area of “C2 Tourist Hotel Project” and “Commercial Building Project” in Nangang Economic and Trade Park have unresolved lease disputes with Dung Jeng Investment Counsel Co., Ltd. (“Dung Jeng”) at the end of 2021. Dung Jeng subsequently filed a lawsuit requesting for the right to use the 6 floors and 849 parking lots. After years of litigation, the court mediated wherein both parties reached a settlement on December 23, 2025. Under the settlement, the Company shall pay $599,000 thousand to Dung Jeng, and Dung Jeng shall no longer assert any rights over the office building and 849 parking lots located on Land Lot No. 12, Jingmao Section, Nangang District, Taipei City.
The Company may recover the guarantee deposit of $295,000 thousand, classified as other financial assets-current, lodged with the Court, resulting in the Company to recognize the estimated compensation loss of $100,000 thousand for this leasing dispute in 2023. Moreover, an additional provision of $499,000 thousand, totaling $599,000 thousand, was recognized as other payables in 2025 in accordance with the settlement, which was fully concluded.
(Continued)
68
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
-
(c) Caesar Park Hotel Co., Ltd. (Caesar Park Hotel) won the bid on the case of the “C2 Tourist Hotel Project” in 2012. Thereafter, it entered into a front-end agreement (FEA) with the Company. However, as the Company’ s internal development strategy has changed, and an adjustment was made to the performance bond, in which the two parties failed to reach an agreement, resulting in Caesar Park Hotel to send a letter to the Company in June 2023 to terminate their contract, and thereafter, filed a lawsuit against the Company to the Taipei District Court, demanding for a damage compensation. The Company has appointed lawyers to handle the case, which was still in progress as of the reporting date. The Company assessed that currently there is no significant impact on its finances or operations.
-
(d) In 2015, the Company granted the land use rights over the Nangang C3 land parcel to Taiwan Life Insurance Co., Ltd. (“Taiwan Life”). Due to soil treatment issues arising during the development process, Taiwan Life initiated legal proceedings against the Company, claiming the soil treatment and removal damage of $188,000 thousand.
In August 2025, the Company was order to pay the amount of $114,000 thousand in the first instance of the court's ruling. Based on the assessment of the Company’ s legal counsel, the management believes that the judgment may involve errors in fact finding and the application of law, prompting the Company to file an appeal to safeguard its rights and interests.
(10) Losses due to major disasters:None
(11) Subsequent events:
On February 2, 2026, the Company received a civil complaint from Taiwan Life Insurance Co., Ltd. (“ Taiwan Life” ), claiming for the damage of $914,000 thousand. The claim primarily relates to the Company having granted the land use right to Taiwan Life for the Nangang C3 land. Taiwan Life alleged that, during the development process, the soil treatment issues resulted in additional construction costs and loss of rental income, and therefore, filed a lawsuit with the Taipei District Court.
Based on the Company’ s assessment of the land use right agreement entered into with Taiwan Life, Taiwan Life is responsible for independently verifying the actual conditions of the land and shall bear all costs and risks associated with the planning, development, and operation of the project. Accordingly, the Company believes that the above matter is not expected to result in any material adverse impact on its financial position or operating results. The Company will engage legal counsel to respond to the litigation to safeguard its lawful rights and interests.
(Continued)
69
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(12) Other:
- (a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
| By item | For the years ended December 31 | For the years ended December 31 | For the years ended December 31 | For the years ended December 31 | For the years ended December 31 | |
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Operating Cost |
Operating expense |
Total | Operating Cost |
Operating expense |
Total | |
| Employee benefit Salary Labor and health insurance Pension Remuneration of directors Others Depreciation Amortization |
465,643 40,108 22,166 - 21,611 1,206,992 - |
456,035 27,668 15,183 37,000 14,904 82,463 3,262 |
921,678 67,776 37,349 37,000 36,515 1,289,455 3,262 |
443,308 39,439 21,715 - 21,526 1,202,395 - |
409,062 26,570 14,301 40,539 12,820 60,304 2,900 |
852,370 66,009 36,016 40,539 34,346 1,262,699 2,900 |
-
(i) The depreciation of non-operating income and expenses of the Company in 2025 and 2024 were $2,290 and $2,558 thousand, respectively.
-
(ii) The Company for the years ended December 31, 2025 and 2024 the information of the number of employees and employee benefit expense is as follows:
| Number of employees Number of directors who were not employees The average employee benefit The average salaries and wages Percentage of average employee salary expense |
|
|---|---|
(Continued)
70
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
The remuneration policy for directors
The remuneration policy for directors is clearly set in the Company’s articles of association, which stipulates that the remuneration to the chairman shall be 1.25 times the income received by the general manager. The remuneration to the remaining directors and independent directors shall not exceed the highest salary of the Company’s employees. The surplus distribution to directors shall not exceed 1.6% of the Company’ s profit for the year. However, the independent directors do not participate in the Company’s surplus distribution.
The remuneration policy for managers
The remunerations to managers are in accordance with the managerial salary standards of the Company and the Council of Agriculture, R.O.C., which are reviewed by the Remuneration Committee and approved by the Board of Directors.
Furthermore, the remuneration of the Company’s managers is determined by reference to the Company’s overall operating performance, future risks and development trends of the industry, as well as the individual’s performance achievement rate and contribution to the Company.
The remuneration policy for employees
The employee remuneration includes salary and employee remuneration, as well as allowance. In addition, the wages of the employees of the Company are paid based on the grade table set according to the complexity of their work, the degree of responsibilities, the professional skills required, and with no gender difference. In order to attract outstanding employees, the Company provides an attractive remuneration policy to take care of employees and encourage them to make good performance.
(Continued)
71
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(13) Other disclosures:
(a) Information on significant transactions
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company:
(i) Loans to other parties:
==> picture [175 x 11] intentionally omitted <==
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(In Thousands of New Taiwan Dollars)
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| Number | Name of lender | Name of borrower |
Account name |
Related party | Highest balance of financing to other parties during the period |
Ending balance |
Actual usage amount during the period |
Range of interest rates during the period |
Purposes of fund financing for the borrower |
Transaction amount for business between two parties |
Reasons for short-term financing |
Allowance for bad debt |
Collateral | Collateral | Individual funding loan limits |
Maximum limit of fund financing |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | The Company | Dayun Co., Ltd/City State Co., Ltd/Kuam Chu Construction Co., Ltd |
Long-term receivable |
No | 8,276 | 7,680 | 7,482 | 1.845%~ 2.720% |
1 | 79,500 | - |
- | Commercial paper |
15,890 | 2,713,735 | 10,854,939 |
| 0 | The Company | OO Lin | Long-term receivable |
No | 8,870 | 8,231 | 8,018 | 1.845%~ 2.720% |
1 | 85,300 | - |
- | Commercial paper |
17,030 | 2,713,735 | 10,854,939 |
| 0 | The Company | ○○ Liao | Long-term receivable |
No | 8,625 | 8,004 | 7,797 | 1.845%~ 2.720% |
1 | 83,120 | - |
- | Commercial paper |
16,560 | 2,713,735 | 10,854,939 |
| 0 | The Company | ○○ Huang | Long-term receivable |
No | 642 | - | - | 1.645%~ 2.520% |
1 | 77,000 | - |
- | Commercial paper |
15,400 | 2,713,735 | 10,854,939 |
| 0 | The Company | OO Chuang | Long-term receivable |
No | 662 | - | - | 1.645%~ 2.520% |
1 | 79,500 | - |
- | Commercial paper |
15,890 | 2,713,735 | 10,854,939 |
Note 1: (1) The total amount available for lending purpose shall not exceed 20% of the net worth of the Company.
- (2) The accumulated capital loan and amount of the Company to a single enterprise with business transactions shall be limited to 5% of net worth of the Company.
Note 2: If there is a business transaction, the contract price between the two parties shall be used as the business transaction amount.
- Note 3: The second order of mortgage right mentioned above is used as collateral.
Note 4: In accordance with the letter of the Financial Supervision and Administration Commission of the Republic of China on March 11, 2020, No. 1090330422, and in practice, the construction industry generally gives customers a payment of one to five years in installments, and writes off 10 years and 20 years. The goods are disclosed in the table above.
(ii) Guarantees and endorsements for other parties:None
(iii) Securities held as of December 31, 2025 (excluding investment in subsidiaries, associates and joint ventures):
(In Thousands of New Taiwan Dollars)
| Category and name of securities |
Marketable securities type/name and issuer |
Relationship with company |
Account title |
Ending balance | Ending balance | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Units (thousands) |
Carrying value |
Percentage of ownership (%) |
Fair value | |||||
The Company〃〃〃〃〃〃〃Taiwan Yes Deep Ocean Water Co., Ltd. The Company 〃〃〃〃〃 |
Mutual funds CTBC Hwa-win Money Market Fund Fubon Chi-Hsiang Money Market Fund SinoPac TWD Money Market Fund Fubon Money Market Fund FSITC Taiwan Money Market Fund Taishin 1699 Money Market Fund UPAMC James Bond Money Market Fund Taishin Ta-Chong Money Market Fund Fuh Hwa Money Market Fund Ordinary shares Eminent Venture Capital Corporation Eminent II VC Corp Eminent III VC Corp Taiwan Stock Exchange Corporation Visgeneer Inc. TaiAn Technologies Corporation |
---------Our Company is legal representative director of the company 〞〞-Our Company is legal representative director of the company 〞 |
Fair value through profit or loss- current 〃〃〃〃〃〃〃〃FVOCI - noncurrent 〃〃〃〃〃 |
6,870 10,257 11,548 5,094 10,492 5,569 9,628 5,319 1,012 675 5,070 30,000 34,631 3,147 1,667 |
80,025 170,053 170,054 80,027 170,055 80,027 170,056 80,026 15,376 7,290 38,025 228,000 3,844,086 21,904 22,050 |
% - % - % - % - % - % - % - % - % - % 10.00 % 18.50 % 16.56 % 2.00 % 10.43 % 16.67 |
80,025 170,053 170,054 80,027 170,055 80,027 170,056 80,026 15,376 7,290 38,025 228,000 3,844,086 21,904 22,050 |
Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 3 Note 3 Note 3 Note 4 Note 4 Note 3 |
(Continued)
72
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Category and name of securities |
Marketable securities type/name and issuer |
Relationship with company |
Account title |
Ending balance | Ending balance | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Units (thousands) |
Carrying value |
Percentage of ownership (%) |
Fair value | |||||
The Company〃〃〃Taifer Investment Co., Ltd. 〃〃 |
Green Cellulosity Corporation Phalanx Biotech Co., Ltd. Bion Tech Inc. China Petrochemical Development Corporation Taiwan Bio-Manufacturing Corp. CAROTA Corp. QBit Semiconductor Ltd. |
--Our Company is legal representative director of the company ---- |
FVOCI - noncurrent〃〃FVOCI - current FVOCI - noncurrent 〃〃 |
1,500 125 4,167 9,662 1,800 500 600 |
- - - 75,076 30,922 41,585 47,694 |
% 6.71 % 0.17 % 15.16 % 0.26 % 0.39 % 1.15 % 1.40 |
- - - 75,076 30,922 41,585 47,694 |
Note 2 Note 5 Note 5 Note 5 |
Note 1: The market value was calculated on the basis of the net asset value as of the balance sheet date.
Note 2: The market value was calculated on the basis of the closing price on the Taiwan Stock Exchange as of the balance sheet date.
Note 3: The market value was calculated on the basis of the unaudited financial statement for the same period.
Note 4: The market value was calculated on the basis of the estimated fair value per share of the expert evaluation report.
Note 5: The market value was calculated on the basis of the estimated fair value per share of the comparable transactions method.
-
(iv) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock:None
-
(v) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:None
-
(b) Information on investees
The following is the information on investees for the years ended December 31, 2025 (excluding information on investees in Mainland China):
(In Thousands of New Taiwan Dollars)
| Name of investor | Name of investee | Location | Main businesses and products | Original inve | stment amount | Balance a | s of December 31, 2025 | s of December 31, 2025 | Net income (losses) of investee |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Shares (thousands) |
Percentage of ownership |
Carrying value |
|||||||
The Company〃〃〃〃〃〃〃 |
Al-Jubail Fertilizer Company Taifer Investment Co., Ltd. Taiwan Yes Deep Ocean Water Co., Ltd. PEIFENG Technology & Fertilizer Co., Ltd. TAIFER (CAYMAN) INTERNATIONAL GROUP CO., LTD. MITAGRI CO., LTD. TAIFER (CAMBODIA) CO., LTD Tai Ying Sustainability CO., LTD. |
Kingdom of Saudi Arabia Taiwan Taiwan Taiwan Cayman Islands Taiwan Cambodia Taiwan |
Manufacture of urea, 2-EH (2-ethyl hexanol), and DOP (dioctyl phthalate) International trade; wholesale of fertilizer, tobacco, liquor, beverage, forage, machinery, electrical equipment, etc.; development, operation and management of residential buildings and factory buildings; special zone development; investment in and construction of public works; development of new towns and districts; agent services on regional district requisition; land adjustment; real estate rental or leasing; and investment Wholesale of drinks, food and grocery and other articles for daily use; tobacco and liquor; glass and pottery; hygiene products; fertilizers and other chemical products; and cosmetics; and international trade Manufacture and wholesale of fertilizer Investment and holding Wholesale and retail of products for organic agriculture International trade; wholesale of fertilizer Basic chemical industrial; other chemical materials manufacturing; other chemical products manufacturing; wholesale of chemical feedstock; wholesale of other chemical materials and products; self-usage power generation equipment utilizing renewable energy industry; international trade; investment |
3,050,000 197,841 1,251,398 2,400,000 321,900 105,580 9,242 100,000 |
3,050,000 197,841 1,251,398 2,400,000 321,900 105,580 9,242 - |
7 20,739 28,479 240,000 - 5,869 - 10,000 |
% 50.00 % 100.00 % 100.00 % 100.00 % 100.00 % 32.52 % 100.00 % 100.00 |
9,444,994 201,896 175,911 2,583,064 - 45,945 4,652 99,977 |
2,665,619 (1,046) 5,253 131,798 - (2,371) - (23) |
1,208,866 (1,046) S (29,838) S 131,798 S - S (6,789) - S (23) S |
Associate ubsidiary ubsidiary ubsidiary ubsidiary Associate ubsidiary ubsidiary |
(Continued)
73
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Name of investor | Name of investee | Location | Main businesses and products | Original inve | stment amount | Balance a | s of December 31, 2025 | s of December 31, 2025 | Net income (losses) of investee |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | Shares (thousands) |
Percentage of ownership |
Carrying value |
|||||||
| TAIFER (CAYMAN) INTERNATIONAL GROUP CO., LTD. Taiwan Yes Deep Ocean Water Co.,Ltd. TAIFER INTERNATIONAL (SAMOA) GROUP CO., LTD. |
TR ELECTRONIC CHEMICAL CO., LTD.. TAIFER INTERNATIONAL (SAMOA) GROUP CO.,LTD.LC TAIFER CHEMICAL INTERNATIONAL CO.,LTD. |
Cayman Islands Samoa Mongolia |
Investment and holding Investment and holding Real estate rental lease |
321,962 42,618 41,077 |
321,962 42,618 41,077 |
- - - |
% 51.00 % 100.00 % 100.00 |
- 67,525 66,740 |
- 5,805 7,281 |
Not required to disclosure 〃〃 |
Joint Venture Subsidiary Subsidiary |
-
(c) Information on investment in mainland China
-
(i) The names of investees in Mainland China, the main businesses and products, and other information:
(In Thousands of New Taiwan Dollars)
| Name of investee |
Main businesses and products |
Total amount of paid-in capital |
Method of investment |
Accumulated outflow of investment from Taiwan as of January 1, 2025 |
Investme | nt flows | Accumulated outflow of investment from Taiwan as of December 31, 2025 |
Net income (losses) of the investee |
Percentage of ownership |
Investment income (losses) |
Book value |
Accumulated remittance of earnings in currentperiod |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| TR Electronic Chemical (Kunshan) Ltd. |
Manufacture of nitric acid, hydrofluoric acid, ammonia, phosphoric acid, oxalic acid, ammonia fluoride and LCD and IC Stripper |
USD$ 21,500 (NT$674,670) (Note 4) |
(note 3) | USD$ - (NT$ - ) (Note 4) |
- | - | USD$ - (NT$ - ) (Note 1) |
USD$ - (NT$ - ) (Note 1) |
-% |
USD$ - (NT$ - ) (Note 5) |
USD$ - (NT$ - ) (Note5) |
- |
(ii) Limitation on investment in Mainland China:
| Accumulated investment in Mainland China as of December 31, 2025 |
Investment amounts authorized by investment commission, MOEA |
Upper limit on investment |
|---|---|---|
| NT$ - (US$ - ) (Note 1) |
NT$ 344,082 (US$ 10,965 ) (Note 4) |
NT$32,564,816 (Note 2) |
Note 1: The Company applied for the cessation of its operations to the local Court on March 17, 2017, and the cessation was completed in August, 2020. The accumulated investment amount of disposed in the current period is NT$344,082 thousand (US$10,965 thousand), and the accumulated investment amount from Taiwan of remitted at the end of the period is zero.
Note 2: The limit is based on the “Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China” issued by the Investment Commission under the Ministry of Economic Affairs; the amount is 60% of shareholders’ equity or of consolidated shareholders’ equity.
Note 3: Indirect investment in mainland China through a subsidiary in a third place. (Investor: TAIFER (CAYMAN) INTERNATIONAL GROUP CO., LTD.)
Note 4: The foreign currency amounts of original investment amount and carrying value were translated into New Taiwan dollars at the exchange rate NT$31.380 as of December 31, 2025.
Note 5: As of June 30, 2015, the investment accounted for using the equity method balance of the Corporation was zero, so the Corporation didn’t recognize income (loss) of the investment.
(iii) Significant transactions: None.
(14) Segment information:
Please refer to the consolidated financial report for the year ended December 31, 2025.
74
TAIWAN FERTILIZER CO., LTD.
Statement of changes in financial assets measured at fair value through other comprehensive
income - non-current
December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Name of investee Eminent Venture Capital Corporation Eminent II VC Corp Eminent III VC Corp Taiwan Stock Exchange Corporation Visgeneer Inc. TaiAn Technologies Corporation Green Cellulosity Corporation Phalanx Biotech Co., Ltd. Bion Tech Inc. |
Begining balance Share (in thousand) Amount |
Begining balance Share (in thousand) Amount |
Addition Share (in thousand) Amount |
Addition Share (in thousand) Amount |
Addition Share (in thousand) Amount |
Decrease Share (in thousand) Amount - - 2,730 27,300 - - - - - - - - - - - - - - 27,300 |
Decrease Share (in thousand) Amount - - 2,730 27,300 - - - - - - - - - - - - - - 27,300 |
Measure amount (824) 18,993 32,700 (92,705) 284 (534) - - - (42,086) |
Ending balance | Ending balance |
|---|---|---|---|---|---|---|---|---|---|---|
| Share (in thousand) |
Share (in thousand) |
Share (in thousand) |
Share (in thousand) 675 5,070 30,000 34,631 3,147 1,667 1,500 125 4,167 |
Book value market value |
||||||
| 675 7,800 30,000 26,640 3,147 1,667 1,500 125 4,167 |
$ 8,114 46,332 195,300 3,936,791 21,620 22,584 - - - $ 4,230,741 |
- - - 7,991 - - - - - |
- - - - - - - - - - |
- 2,730 - - - - - - - |
7,290 38,025 228,000 3,844,086 21,904 22,050 - - - |
|||||
| 4,161,355 |
75
TAIWAN FERTILIZER CO., LTD.
Statement of changes in investments accounted for using the equity method
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Beginning balance Addition Name of investee Shares (in thousand) Amount Shares (in thousand) Amount Al-Jubail Fertilizer Company 7 $ 9,295,657 - - TAIFER (CAYMAN) INTERNATIONAL GROUP CO., LTD. - - - - Taifer Investment Co., Ltd. 20,739 214,241 - - MITAGRI CO., LTD. 5,869 59,598 - - Taiwan Yes Deep Ocean Water Co., Ltd. 28,479 211,971 - - TAIFER (CAMBODIA) CO., LTD. - 4,860 - - PEIFENG Technology & Fertilizer Co., Ltd. 240,000 2,582,985 - - Tai Ying Sustainability CO., LTD. - - 10,000 100,000 $ 12,369,312 100,000 Note 1: Adjustment of measured by using the equity method: Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method. Cash dividends paid by investee(not deduct tax prepayment for shareholders) Exchange differences on translation of foreign financial statements Changes in other equity |
Decrease | Decrease | Tax Amount prepayment for shareholders - 114,104 - - - - - - - - - - - - - - - 114,104 Account 1,302,967 (903,452) (408,602) (17,890) (26,977) |
Tax prepayment for shareholders |
Adjustment of measured by using the equity method (Note 1) |
Ending balance | Ending balance | Amount 9,444,994 - 201,896 45,945 175,911 4,652 2,583,064 99,977 12,556,439 |
Market net asse |
value or ts value Total amount Collateral 9,309,651 None - 〃206,874 〃45,945 〃194,722 〃4,652 〃2,583,064 〃99,977 〃 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares (in thousand) - - - - - - - - $ $ |
Shares (in thousand) 7 - 20,739 5,869 28,479 - 240,000 10,000 |
Percentage of ownership % 50.00 % 100.00 % 100.00 % 32.52 % 100.00 % 100.00 % 100.00 % 100.00 |
Unit price - - - - - - - - |
||||||||
| - - - - - - - - |
114,104 - - - - - - - |
35,233 - (12,345) (13,653) (36,060) (208) 79 (23) (26,977) |
|||||||||
| 114,104 | |||||||||||
| $ $ |
76
TAIWAN FERTILIZER CO., LTD.
Statement of changes in property, plant and equipment
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
Please refers to note 6(h).
Statement of changes in accumulated depreciation of property, plant and equipment
Please refers to note 6(h).
Statement of changes in investment property
Please refers to note 6(j).
77
TAIWAN FERTILIZER CO., LTD.
Statement of changes in accumulated depreciation of
investment property
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
Please refers to note 6(j).
Statement of deferred tax liabilities
Please refers to note 6(n).
Statement of long-term defferred revenue
| Item C6 /C7/C8/C9 in the NangangEconomic and Trade Park C3 in the Nangang Economic and Trade Park D6 in the Hsinchu Science Park Other (Note) |
Description Amount Royalty revenue $ 1,885,857 " 11,730,651 " 2,515,670 " 60,708 $ 16,192,886 |
|---|---|
Note : The year-end balance of each vender doesn't exceed 5% of the account balance.
78
TAIWAN FERTILIZER CO., LTD.
Statement of operating revenue
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item Fertilizer Chemical products Electronic chemicals products Other Sales Revenue Less :sales return, sales discounts andallowances Net sales revenue Rental income Other |
Description Amount $ 5,716,248 2,851,947 476,095 7,850 9,052,140 (46,120) 9,006,020 2,485,742 211,994 $ 11,703,756 |
|---|---|
79
TAIWAN FERTILIZER CO., LTD.
Statement of operating costs
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item Raw material Raw material, January 1 Add :PurchasesLess :Raw material, December 31Direct raw material Direct labor Manufacturing overhead Cost of manufacturing Add:Work in process, January 1 Purchases Less:Work in process, December 31 Transferred(includes amount transferred to selling expense and sample fee) Cost of finished goods Add: Finished goods, January 1 Less:Finished goods, December 31 Cost of goods sold Lease cost Other operating cost |
Description | Amount Note $ 1,859,995 6,704,025 (2,172,150) 6,391,870 226,774 2,110,968 8,729,612 739,904 223,855 (755,918) (7,652) 8,929,801 5 (5) 8,929,801 1,176,958 210,691 $ 10,317,450 |
|---|---|---|
80
TAIWAN FERTILIZER CO., LTD.
Statement of selling expenses
For the year ended December 31, 2025
(Expressed in thousands of New Taiwan Dollars)
| Item Salary and wages expense Rent expense Supplies expense Travelling expense Shipping expenses Postage expenses Repair and maintenance expense Advertisement expense Utilities expense Insurance expense Entertainment expense Donation expense Tax Depreciation expense Various amortization Employee benefit Commission expense Professional service Expense Transportation expense Export expense Sample fee Pension Computer usage expense Other Total |
Sales $ 59,285 395 247 1,897 27,456 503 154 68,167 254 4,268 2,610 5 931 2,000 - 736 352 199 3,327 8,796 1,697 2,005 - 2,331 $ 187,615 |
Administration 415,867 1,282 1,884 3,369 - 3,505 13,501 1,330 22,056 27,296 8,246 11,793 196,182 79,031 3,149 13,787 - 53,037 2,075 - 256 12,458 9,142 80,264 959,510 |
Research and development 17,883 - 155 625 - 39 517 - 649 1,300 108 - 297 1,432 113 381 - 67 290 - - 720 - 10,838 35,414 |
Total | |
|---|---|---|---|---|---|
| 493,035 1,677 2,286 5,891 27,456 4,047 14,172 69,497 22,959 32,864 10,964 11,798 197,410 82,463 3,262 14,904 352 53,303 5,692 8,796 1,953 15,183 9,142 93,433 |
|||||
| 1,182,539 |