Abu Dhabi National Oil Company For DistributionADX: ADNOCDIST

ADNOC Distribution Q2 2025 Financial Statements – English – 7 August 2025

Aug 7, 2025 at 6:06 AM UTC · Issued by Abu Dhabi National Oil Company for Distribution

ADNOC Classification: Need-To-Know

‌Review report and interim financial information‌ For the six-month period ended 30 June 2025

Review report and interim financial information for the six-month period ended 30 June 2025

Director's report	3
Report on review of interim condensed consolidated financial information	4
Interim condensed consolidated statement of financial position	5
Interim condensed consolidated statement of profit or loss	6
Interim condensed consolidated statement of comprehensive income	7
Interim condensed consolidated statement of changes in equity	8
Interim condensed consolidated statement of cash flows	9
Notes to the interim condensed consolidated financial statements	10-21

Directors' report for the six-month period ended 30 June 2025

The Directors present their report together with the interim condensed consolidated financial statements of Abu Dhabi National Oil Company for Distribution PJSC (the "Company") and its subsidiaries (collectively referred to as the "Group") for the six-month period ended 30 June 2025.

Principal activities

The principal activities of the Group are the marketing of petroleum products, compressed natural gas and ancillary products.

Review of business

During the period, the Group reported revenue of AED 17,111,584 thousand (30 June 2024: AED 17,534,153 thousand). Profit for the period was AED 1,336,853 thousand (30 June 2024: AED 1,161,370 thousand).

The appropriation of the results for the period is follows:

	30 June 2025
	(unaudited)
	AED'000
Retained earnings as at 1 January 2025	1,783,705
Profit for the period	1,336,853
Dividends declared	(1,285,625)
Non-controlling interests	(21,521)
Transfer to statutory reserve	(2,415)
Retained earnings as at 30 June 2025	1,810,997

For the Board of Directors

Chairman

6 August 2025 Abu Dhabi, UAE

REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION TO THE BOARD OF DIRECTORS OF

ABU DHABI NATIONAL OIL COMPANY FOR DISTRIBUTION PJSC

Introduction

We have reviewed the accompanying interim condensed consolidated statement of financial position of Abu Dhabi National Oil Company for Distribution PJSC ("ADNOC Distribution" or "the Company") and its subsidiaries (collectively referred to as "the Group") as at 30 June 2025 and the related interim condensed consolidated statement of profit or loss and the interim condensed consolidated statement of comprehensive income for the six-month period then ended and the interim condensed consolidated statement of changes in equity and the interim condensed consolidated statement of cash flow for the six-month period then ended and other related explanatory notes. Management is responsible for the preparation and presentation of this interim condensed consolidated financial information in accordance with International Accounting Standard 34, 'Interim Financial Reporting' as issued by the International Accounting Standards Board (IASB). Our responsibility is to express a conclusion on this interim condensed consolidated financial information based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting' as issued by the IASB.

GRANT THORNTON UAE Dr. Osama El-Bakry Registration No: 935

Abu Dhabi, United Arab Emirates 06 August 2025

Interim condensed consolidated statement of financial position

as at 30 June 2025
		30 June 2025 (unaudited)	31 December 2024 (audited)
	Note	AED'000	AED'000
Assets
Non-current assets Property, plant and equipment	5	7,727,841	7,552,178
Right-of-use assets	10	1,725,857	1,726,351
Goodwill and intangible assets	6	603,954	599,307
Advances to contractors		53,482	47,656
Other non-current assets		15,296	14,447
Total non-current assets		10,126,430	9,939,939
Current assets Inventories	7	1,329,348	1,619,887
Trade receivables and other current assets	8	2,870,606	2,935,982
Due from related parties	9	816,662	750,723
Term deposits	11	200,000	200,225
Cash and bank balances	11	2,254,955	2,734,038
Total current assets		7,471,571	8,240,855
Total assets		17,598,001	18,180,794
Equity and liabilities
Equity Share capital		1,000,000	1,000,000
Treasury Shares	12	(15,377)	-
Statutory reserve Other reserve	12	508,817 107	506,402 -
Foreign currency translation reserve		(288,943)	(298,268)
Retained earnings		1,810,997	1,783,705
Equity attributable to owners of the Company		3,015,601	2,991,839
Non-controlling interests		187,041	189,437
Total equity		3,202,642	3,181,276
Non-current liabilities Lease liabilities	10	1,537,054	1,540,894
Borrowings	13	5,497,193	5,494,859
Provision for decommissioning	15	165,200	162,277
Provision for employees' end of service benefit		206,848	200,996
Deferred tax liability		77,628	80,064
Other non-current liabilities		7,466	6,516
Total non-current liabilities		7,491,389	7,485,606
Current liabilities Lease liabilities	10	175,948	181,728
Trade and other payables	14	2,791,063	2,797,054
Due to related parties	9	3,737,179	4,439,345
Short term borrowings	13	199,780	95,785
Total current liabilities		6,903,970	7,513,912
Total liabilities		14,395,359	14,999,518
Total equity and liabilities		17,598,001	18,180,794

To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial reporting, the interim condensed consolidated financial statements present fairly in all material respects the consolidated financial position, financial performance and cash flows of the Group.

Ali Siddiqi		Bader Saeed Al Lamki		Dr. Sultan Ahmed Al Jaber
Acting Chief Financial Officer		Chief Executive Officer		Chairman of the Board of Directors

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of profit or loss for the six-month period ended 30 June 2025

3 months ended 30 June 6 months ended 30 June

	Note	2025 (unaudited) AED'000	2024 (unaudited) AED'000
Revenue	16	8,638,469	8,784,417
Direct costs		(6,957,467)	(7,243,572)
Gross profit		1,681,002	1,540,845
Distribution and administrative expenses	17	(832,994)	(755,924)
Other income Impairment losses and other operating expenses		29,463 (20,143)	26,028 (22,725)
Operating profit		857,328	788,224
Interest income		15,029	32,496
Finance costs		(103,514)	(113,203)
Profit for the period before tax		768,843	707,517
Income tax expense		(80,081)	(73,842)
Profit for the period		688,762	633,675
Attributable to:
Equity holders of the Company		676,654	622,840
Non-controlling interests		12,108	10,835
		688,762	633,675

Basic and diluted earnings per share	18	0.054	0.050

2025	2024
(unaudited)	(unaudited)
AED'000	AED'000
17,111,584	17,534,153
(13,812,858)	(14,512,705)
3,298,726	3,021,448
(1,645,231)	(1,528,665)
55,504	70,633
(46,994)	(39,970)
1,662,005	1,523,446
33,003	80,434
(206,107)	(322,366)
1,488,901	1,281,514
(152,048)	(120,144)
1,336,853	1,161,370
1,315,332	1,172,480
21,521	(11,110)
1,336,853	1,161,370
	1,161,370
0.105	0.094

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of comprehensive income for the six-month period ended 30 June 2025

3 months ended 30 June			6 months ended 30 June
	2025	2024	2025	2024
	(unaudited)	(unaudited)	(unaudited)	(unaudited)
	AED'000	AED'000	AED'000	AED'000
Profit for the period	688,762	633,675	1,336,853	1,161,370
Items that may be reclassified to profit or loss in subsequent periods
Exchange differences on translation of foreign operations	10,822	(1,342)	13,304	(75,102)
Other comprehensive income/(loss) for the period	10,822	(1,342)	13,304	(75,102)
Total comprehensive income for the period	699,584	632,333	1,350,157	1,086,268
Attributable to:
Equity holders of the Company	684,267	622,169	1,324,657	1,134,929
Non-controlling interests	15,317	10,164	25,500	(48,661)
	699,584	632,333	1,350,157	1,086,268

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

ABU DHABI NATIONAL OIL COMPANY FOR DISTRIBUTION PJSC Interim condensed consolidated statement of changes in equity for the six-month period ended 30 June 2025

	Share capital	Treasury Shares	Statutory reserve	Other reserve	Foreign currency translation reserve	Retained earnings	Equity attributable to equity holders of the parent	Non-controlling interest	Total Equity
	AED'000	AED'000	AED'000	AED'000	AED'000	AED'000	AED'000	AED'000	AED'000
Balance as at 1 January 2024 (audited)	1,000,000	-	503,921	-	(2,995)	1,971,140	3,472,066	323,767	3,795,833
Profit for the period	-	-	-	-	-	1,172,480	1,172,480	(11,110)	1,161,370
Transfer to statutory reserve	-	-	2,481	-	-	(2,481)	-	-	-
Other comprehensive loss for the period	-	-	-	-	(37,551)	-	(37,551)	(37,551)	(75,102)
Dividends declared (note 23)	-	-	-	-	-	(1,285,625)	(1,285,625)	-	(1,285,625)
Dividends declared by subsidiary	-	-	-	-	-	-	-	(20,529)	(20,529)
Balance as at 30 June 2024 (unaudited)	1,000,000	-	506,402	-	(40,546)	1,855,514	3,321,370	254,577	3,575,947

Balance as at 1 January 2025 (audited)	1,000,000	-	506,402	-	(298,268)	1,783,705	2,991,839	189,437	3,181,276
Profit for the period	-	-	-	-	-	1,315,332	1,315,332	21,521	1,336,853
Transfer to statutory reserve	-	-	2,415	-	-	(2,415)	-	-	-
Other comprehensive income for the period	-	-	-	-	9,325	-	9,325	3,979	13,304
Own shares acquired (note 12)	-	(15,377)	-	107	-	-	(15,270)	-	(15,270)
Dividends declared (note 23)	-	-	-	-	-	(1,285,625)	(1,285,625)	-	(1,285,625)
Dividends declared by subsidiary	-	-	-	-	-	-	-	(27,896)	(27,896)
Balance as at 30 June 2025 (unaudited)	1,000,000	(15,377)	508,817	107	(288,943)	1,810,997	3,015,601	187,041	3,202,642

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

Interim condensed consolidated statement of cash flow for the six-month period ended 30 June 2025

6 months ended 30 June

2025		2024
(unaudited)		(unaudited)
AED'000		AED'000
Cash flows from operating activities Profit for the period before tax 1,488,901		1,281,514
Adjustments for:
Depreciation of property, plant and equipment 326,225		274,016
Depreciation of right-of-use assets 77,597		72,576
Amortization of intangible assets 14,404		21,809
Impairment losses on receivables 23,342		22,811
Recoveries on receivables (1,729)		(7,437)
Employees' end of service benefit charge 18,870		15,857
Provisions/write-offs for inventories 4,410		2,285
Loss/(gain) on disposals of property, plant and equipment 522		(17,096)
Impairment of property, plant and equipment 2,131		9,690
Finance costs 206,107		322,366
Interest income (33,003)		(80,434)
Operating cash flows before movements in working capital 2,127,777		1,917,957
Decrease/(increase) in inventories 290,539		(32,838)
Decrease in trade receivables and other current assets 42,335		196,873
Increase in due from related parties (65,939)		(165,729)
Decrease in trade and other payables (58,982)		(52,170)
(Decrease)/increase in due to related parties (702,166)		499,454
Cash generated from operating activities 1,633,564		2,363,547
Payment of employees' end of service benefit (13,738)		(9,933)
Payment of income taxes (15,978)		(16,335)
Net cash generated from operating activities 1,603,848		2,337,279
Cash flows from investing activities Payments for purchases of property, plant and equipment (577,683)		(524,043)
Payments for advances to contractors (23,751)		(39,770)
Proceeds from disposal of property, plant and equipment 3,581		19,609
Interest received 34,631		80,434
Proceeds from term deposits 225		-
Net cash used in investing activities (562,997)		(463,770)
Cash flows from financing activities Payment of lease liabilities (137,508)		(127,607)
Net proceeds from short term borrowings 100,197		-
Repayment of borrowings (453)		(683)
Finance cost paid (156,519)		(182,410)
Own shares acquired (15,270)		-
Dividends paid (1,313,521)		(1,285,625)
Net cash used in financing activities (1,523,074)		(1,596,325)

Net (decrease)/ increase in cash and cash equivalents (482,223)		277,184
Cash and cash equivalents at the beginning of the period 2,734,038		2,993,937
Effect of foreign exchange rate changes 3,140		(72,743)
Cash and cash equivalents at the end of the period	2,254,955	3,198,378
Non-cash transactions
Accruals for property, plant and equipment	439,749	454,237
Advances to contractors transferred to property, plant and equipment	17,925	13,362
Additions and modification to right of use assets for leases	75,750	124,902

The accompanying notes form an integral part of these interim condensed consolidated financial statements.

Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025

‌General information
Abu Dhabi National Oil Company for Distribution PJSC ("ADNOC Distribution" or the "Company"), formerly Abu Dhabi National Oil Company for Distribution, is a company incorporated by Law No. 13 of 1973 issued by His Highness the Ruler of the Emirate of Abu Dhabi.
On 22 November 2017, Law No. 15 of 2017 (the "New Law of Establishment") was issued replacing Law No. 13 of 1973 in respect of the incorporation of Abu Dhabi National Oil Company for Distribution PJSC, a public joint stock company registered with the commercial register in Abu Dhabi under commercial licence number CN-1002757 issued by Abu Dhabi Department of Economic Development. The Articles of Association of the Company became effective as of 22 November 2017, at the same time that the New Law of Establishment was issued and became effective. The duration of the Company is 100 Gregorian years commencing on the date of issuance of the New Law of Establishment.
The head office of the Company and ADNOC Distribution Global Company L.L.C. ("ADGC LLC") are registered at
P.O. Box 4188, Abu Dhabi, United Arab Emirates. The Company, ADGC LLC and its subsidiaries are collectively referred to as the "Group". The Company's shares are listed on the Abu Dhabi Securities Exchange.
Abu Dhabi National Oil Company ("ADNOC", "Shareholder", or the "Parent Company") currently retains 77% ownership of the Group.
The principal activities of the Group are the marketing of petroleum products, natural gas and ancillary products. The Group owns retail fuel stations in the United Arab Emirates (UAE), the Arab Republic of Egypt and the Kingdom of Saudi Arabia.
The Group is a marketer and distributor of fuels and lubricants to corporate and government customers throughout the UAE. In addition, the Group provides refueling and related services at eight airports in the UAE and provides a compressed natural gas distribution network in Abu Dhabi. The Group also exports its proprietary Voyager lubricants to distributors in various countries, across the GCC, Africa and Asia. The Group operates "ADNOC Oasis" convenience stores at a majority of its service stations, and leases retail and other space to tenants, such as quick service restaurants.
The Group also performs marketing activities and the distribution of petroleum products, motor oils, fuels and specialties in Egypt. In addition, it is also involved in constructing, owning and operating cafeterias through service stations in Egypt.
‌Application of new and revised International Financial Reporting Standards (IFRS)
The following new and revised IFRSs, which became effective for annual periods beginning on or after 1 January 2025, have been applied in these interim condensed consolidated financial statements:
- Early adoption of amendments to IAS 21 - Lack of Exchangeability
  An entity is impacted by the amendments when it has a transaction or an operation in a foreign currency that is not exchangeable into another currency at a measurement date for a specified purpose. A currency is exchangeable when there is an ability to obtain the other currency (with a normal administrative delay), and the transaction would take place through a market or exchange mechanism that creates enforceable rights and obligations. In 2024, the Group has early adopted amendments to IAS 21 in relation to operations of its subsidiary based in Egypt.
  New and amended IFRS Standards in issue but not yet effective and not early adopted
- IFRS 18 - Presentation and Disclosure in Financial Statements
  IFRS 18 includes requirements for all entities applying IFRS for the presentation and disclosure of information in financial statements. IFRS 18 was issued in April 2024 and applies to an annual reporting period beginning on or after 1 January 2027.
- Amendment to IFRS 9 and IFRS 7 - Classification and measurement of financial instruments
The amendments address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9 Financial Instruments. These amendments were issued in May 2024 and applies to an annual reporting period beginning on or after 1 January 2026.
Management anticipates that these new standards and amendments will be adopted in the Group's consolidated financial statements as and when they are applicable and adoption of these new standards and amendments, may have no material impact on the consolidated financial statements of the Group in the period of initial application.
Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025 (continued)
‌Summary of material accounting policies
1. Statement of compliance
  These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting and comply with the applicable requirements of the laws in the UAE.
  These interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group's consolidated financial statements for the year ended 31 December 2024. In addition, results for the six-month period ended 30 June 2025 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2025.
2. Basis of preparation
  The interim condensed consolidated financial statements are presented in UAE Dirhams (AED), which is the Company's functional currency and the Group's presentation currency, and all values are rounded to the nearest thousands (AED'000) except when otherwise indicated.
  These interim condensed consolidated financial statements have been prepared on a historical cost basis.
  The accounting policies used in the preparation of these interim condensed consolidated financial statements are consistent with those applied to the audited annual consolidated financial statements for the year ended 31 December 2024, except for the policies disclosed below and the adoption of new standards and interpretations effective 1 January 2025.
  Treasury shares
  Treasury shares represent the shares of the Company that are held in treasury. Treasury shares are measured at cost and deducted from equity.
‌Critical accounting judgments and key sources of estimation uncertainty

The preparation of these interim condensed consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

In preparing these interim condensed consolidated financial statements, the significant judgments made by management in applying the Group's accounting policies, and the key sources of estimates uncertainty were the same as those applied in the Group consolidated financial statements as at and for the year ended 31 December 2024, except for the adoption of new standards and interpretations effective 1 January 2025.

Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025 (continued)

‌5. Property, plant, and equipment
30 June 2025 (unaudited) AED'000		31 December 2024 (audited) AED'000
Net book value at beginning of the period/year	7,552,178	7,189,661
Additions during the period/year	509,897	1,077,578
Transfers during the period/year	(5,270)	(13,183)
Depreciation charge for the period/year	(326,225)	(602,186)
Disposals during the period/year	(4,103)	(14,797)
Impairment	(2,131)	(5,748)
Exchange differences	3,495	(79,147)
	7,727,841	7,552,178
‌6. Goodwill and intangible assets
30 June 2025 31 December 2024 (unaudited) (audited)
	AED'000	AED'000
Balance at beginning of the period/year	599,307	1,053,811
Transfers during the period/year	5,270	14,312
Amortisation charge for the period/year	(14,404)	(31,952)
Disposals during the period/year	(130)	(1,913)
Exchange differences	13,911	(434,951)
	603,954	599,307
‌7. Inventories
30 June 2025 (unaudited) AED'000		31 December 2024 (audited) AED'000
Finished goods	1,131,046	1,401,111
Spare parts and consumables	138,296	140,804
Lubricants raw materials, consumables, and work in progress	34,230	48,490
LPG cylinders	38,560	38,106
	1,342,132	1,628,511
Allowance for net realisable value	(1,447)	(1,447)
Allowance for slow moving and obsolete inventories	(11,337)	(7,177)
	1,329,348	1,619,887
‌8. Trade receivables and other current assets
30 June 2025 (unaudited)			31 December 2024 (audited)
	AED'000		AED'000
Trade receivables	2,692,868		2,754,329
Less: Allowance for expected credit losses	(134,867)		(113,453)
	2,558,001		2,640,876
Prepaid expenses	83,333		51,300
Receivable from employees	110,767		110,648
VAT receivables	39,928		32,726
Other receivables	78,577		100,432
	2,870,606		2,935,982

Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025 (continued)

‌Trade receivables and other current assets (continued)

Movement in the allowance for expected credit losses is as follows:

	30 June 2025	31 December 2024
	(unaudited)	(audited)
	AED'000	AED'000
Opening balance	113,453	90,264
Charge for the period/year	23,342	55,239
Written-off during the period/year	(238)	(11,153)
Recovery made during the period/year	(1,729)	(19,876)
Exchange differences	39	(1,021)
Closing balance	134,867	113,453

‌Related party balances and transactions

Related parties represent the Parent Company and its subsidiaries, directors and key management personnel of the Group and entities controlled, jointly controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Group's management.

Related party balances:

	30 June 2025 (unaudited) AED'000	31 December 2024 (audited) AED'000
Due from related parties ADNOC Logistics and Services	254,911	272,692
Abu Dhabi National Oil Company (ADNOC)	219,992	150,984
ADNOC Drilling	169,098	142,321
ADNOC Onshore	49,271	65,647
ADNOC Offshore	24,960	27,476
ADNOC Gas Processing	10,134	10,514
ADNOC Sour Gas	1,060	1,761
ADNOC others	30,891	31,611
TotalEnergies & its affiliates	56,345	47,717
	816,662	750,723
Due to related parties Abu Dhabi National Oil Company (ADNOC)	3,677,586	4,404,684
ADNOC Logistics and Services	3,140	3,949
ADNOC others	7,206	721
TotalEnergies & its affiliates	49,247	29,991
	3,737,179	4,439,345

The amounts due from related parties are against the provision of petroleum products and services. These balances are unsecured, bear no interest and have an average credit period of 30-60 days.

The amounts due to related parties are outstanding against purchases of petroleum products, vessel hires and port charges and administrative charges. These balances are unsecured, bear no interest and are payable on demand.

The Group has an amount of AED 2,328,921 thousand (31 December 2024: AED 2,822,876 thousand) held with banks in which the Government of Abu Dhabi has a significant or majority stake through different investment vehicles.

The Group has a term loan from banks in which the Government of Abu Dhabi has a significant or majority stake through different investment vehicles amounting to AED 4,131,563 thousand (31 December 2024: AED 4,131,563 thousand).

In 2022, the Company entered into a new corporate revolving credit facilities agreement with the Parent Company for an amount of USD 375,000 thousand and AED 1,377,188 thousand to be used for general corporate purposes.

The Company entered into a sub-lease agreement with the Parent Company for a property located in Industrial City of Abu Dhabi for a term of 42 years commencing 1 January 2023.

Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025 (continued)

9. Related party balances and transactions (continued)

In 2023, the Company entered into an amendment agreement to a lease for an office space with the Parent Company.

Amounts relating to TotalEnergies and its affiliates pertain to the related party balances and transactions of the Group's newly acquired subsidiary, TotalEnergies Marketing Egypt LLC.

In 2023, the Company renewed the Refined Products Sales Contract with the Parent Company for the sale by Parent Company and purchase by Company of refined petroleum products, with similar terms, for a term of five years from 1 January 2023 to 31 December 2027.

In 2023, the Company entered into a natural gas supply agreement with ADNOC City Gas for use in its compressed natural gas (CNG) vehicle fueling business for a period till 30 September 2027.

In 2024, the Company entered into a Master Services Agreement (MSA) with its Parent Company for a term of 10 years. Under the MSA, the Parent Company will provide outsourced services to certain functions of the Company, including Procurement, IT, Finance, Human Capital and General Services with the intention of increasing operational and cost efficiencies.

In 2024, the Company entered into two contracts to purchase propane from ADNOC Gas facilities and to receive propane handling services from ADNOC Gas Operations and Marketing LLC for a term of five years.

Related party transactions:

	3 months en 2025 (unaudited) AED'000	ded 30 June 2024 (unaudited) AED'000
ADNOC Group Revenue	511,273	509,154
Purchases	5,669,504	5,865,490
TotalEnergies and its affiliates Revenue	121,042	144,289
Purchases	27,104	52,827
Management Fee & services	13,248	-

6 months ended 30 June
2025		2024
(unaudited)		(unaudited)
AED'000		AED'000
981,864		961,608
11,003,301		12,271,623
279,842		275,169
87,140		79,334
28,750		36,427

The Group distributes, in the normal course of business, petroleum products to entities owned and controlled by the Government of Abu Dhabi.

The Group has elected to use the exemption under IAS 24 Related Party Disclosures for Government related entities on disclosing transactions and related outstanding balances with government related parties owned by the Government of Abu Dhabi other than the Parent Company and entities it owns and controls.

‌10. Right-of-use assets and lease liabilities
Right-of-use assets
	30 June 2025	31 December 2024
	(unaudited)	(audited)
	AED'000	AED'000
Opening balance	1,726,351	1,778,418
Additions related to land lease	9,455	158,427
Additions to decommissioning	-	7,610
Reversal due to terminated contracts	(286)	(23,776)
Depreciation charge during the period/year	(77,597)	(151,669)
Modifications during the period/year	66,295	1,767
Exchange differences	1,639	(44,426)
Closing balance	1,725,857	1,726,351

Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025 (continued)
‌10. Right-of-use assets and lease liabilities (continued)
Lease liabilities
	30 June 2025 (unaudited) AED'000	31 December 2024 (audited) AED'000
Opening balance	1,722,622	1,747,264
Additions	9,455	158,427
Accretion of interest	50,586	95,870
Reversal due to terminated contracts	(286)	(28,062)
Payments	(137,508)	(208,300)
Modifications	66,295	1,767
Exchange differences	1,838	(44,344)
Closing balance	1,713,002	1,722,622

Current	175,948	181,728
Non-Current	1,537,054	1,540,894
Closing balance	1,713,002	1,722,622

‌Cash and bank balances

Cash and cash equivalents in the interim condensed statement of cash flows consist of the following amounts:

	30 June 2025	31 December 2024
	(unaudited)	(audited)
	AED'000	AED'000
Cash and bank balances	2,254,955	2,734,038
Short term deposits with original maturities greater than three months	200,000	200,225

Cash and bank balances include short-term and call deposits amounting to AED 2,129,072 thousand (31 December 2024: AED 2,622,651 thousand) carrying interest rate ranging from 0.30% to 4.50% (31 December 2024: 0.30% to 5.25%) per annum.

‌Treasury Shares

During the period, the Company appointed Al Ramz Capital LLC, a licensed Market Maker on the Abu Dhabi Securities Exchange (ADX) that offers liquidity provision services, to place buy and sell orders of the Company's shares with the objective of reducing bid/ask spreads as well as reducing price and volume volatility.

The Market Maker trades and operates within the predetermined parameters approved by the Company. The Company has provided funding to the Market Maker to trade in the Company's shares, and the Company carries all risks and rewards associated with the arrangement. Given the nature and substance of the arrangement, the shares have been classified as "Treasury shares" in Equity.

As at 30 June 2025, the Market Maker held 4,174,863 shares (31 December 2024: nil) on behalf of the Company, which are classified under equity as treasury shares, at purchase price amounting to AED 15,377 thousand (31 December 2024: AED nil). A cumulative net gain of AED 107 thousand (30 June 2024: nil) have been recognised as at 30 June 2025 as other reserve in the interim condensed consolidated statement of changes in equity.

Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025 (continued)
‌13. Borrowings
Short term borrowing	30 June 2025 (unaudited) AED'000 199,780	31 December 2024 (audited) AED'000 95,785
Term loan - noncurrent	5,497,193	5,494,859
	5,696,973	5,590,644

On 26 October 2022, the Company refinanced its maturing term loan originally taken in November 2017 for another 5-year term with a set of lenders. The new term loan facility carries a variable interest at Secured Overnight Financing Rate (SOFR) plus a margin of 0.85% for USD denominated facility portion and EIBOR plus a margin of 0.60% for AED denominated facility portion.

The Company also entered into a new corporate revolving credit facilities agreement with the Parent Company for an amount of USD 375,000 thousand and AED 1,377,188 thousand to be used for general corporate purposes. The transaction costs allocated to the revolving facility have been capitalised and will be amortised on a straight-line basis over the term of the agreement. Transaction costs amounting to AED 6,427 thousand (31 December 2024: 7,408 thousand) are presented as part of the other non-current assets.

In 2024, the Group's subsidiary in Egypt entered into two unsecured short term credit facilities for EGP 1,000,000 thousand each. The purpose of the facilities is to finance payments to local suppliers and working capital requirements. As at 30 June 2025, an amount of EGP 1,737,805 thousand (AED 128,598 thousand) (31 December 2024: EGP 1,324,831 thousand (AED 95,785 thousand)) was drawn down from these facilities. The Facilities carry interest rates of Egypt Lending Corridor Rate less 0.5% and Mid Corridor plus 1% as announced by the Central Bank of Egypt.

During the period, the Group's subsidiary in Egypt entered into a new unsecured short term credit facility for EGP 1,000,000 thousand to finance payments to local suppliers and working capital requirements. As at 30 June 2025, an amount of EGP 961,920 thousand (AED 71,182 thousand) (31 December 2024: nil) was drawn down from this facility. The facility carries interest rate of Mid Corridor rate as announced by the Central Bank of Egypt.

‌Trade and other payables

	30 June 2025	31 December 2024
	(unaudited)	(audited)
	AED'000	AED'000
Trade payables	674,891	543,211
Capital accruals	439,749	517,652
Operating accruals	164,356	355,520
Income tax payable	375,777	250,877
VAT payable	292,847	301,282
Coupon and prepaid card sales outstanding	132,004	129,753
Contract retentions payable	179,041	170,366
Advances from customers	67,261	61,514
Other payables	465,137	466,879
	2,791,063	2,797,054

‌Provision for decommissioning

The provision for decommissioning obligation is with respect to the dismantling obligation regarding the service stations built on leased lands in Dubai and Northern Emirates in the UAE and Egypt.

	30 June 2025	31 December 2024
	(unaudited)	(audited)
	AED'000	AED'000
Opening balance	162,277	149,362
Additions during the period/year	-	7,610
Accretion of interest	2,896	5,955
Exchange differences	27	(650)
Closing balance	165,200	162,277

Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025 (continued)

‌Revenue

3 months ended 30 June

6 months ended 30 June

The Group derives its revenue from contracts with customers for the transfer of goods and services over time and at a point in time in the following major lines of business. This is consistent with the revenue information that is disclosed for each reportable segment under IFRS 8 Operating Segments (note 19):

Retail (B2C)	2025 (unaudited) AED'000	2024 (unaudited) AED'000	2025 (unaudited) AED'000	2024 (unaudited) AED'000
Fuel	5,482,355	5,671,145	10,771,947	11,073,011
Non-fuel	434,759	384,792	838,658	750,768
Commercial (B2B) Corporate	2,294,721	2,356,704	4,685,586	4,944,124
Aviation 426,634		371,776	815,393	766,250
8,638,469		8,784,417	17,111,584	17,534,153

‌Distribution and administrative expenses

	3 months en 2025	ded 30 June 2024	6 months end 2025	ed 30 June 2024
	(unaudited)	(unaudited)	(unaudited)	(unaudited)
	AED'000	AED'000	AED'000	AED'000
Staff costs	419,973	399,313	824,156	792,676
Depreciation and amortisation	212,163	191,029	418,226	368,401
Repairs, maintenance and consumables	45,433	43,339	90,449	82,061
Utilities	54,775	42,535	104,696	97,508
Distribution and marketing expenses	23,195	17,662	39,842	39,054
Insurance	2,666	3,190	8,031	6,059
Others	74,789	58,856	159,831	142,906
	832,994	755,924	1,645,231	1,528,665

‌Earnings per share (EPS)

Basic EPS amounts are calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period. As there are no dilutive instruments outstanding, basic and diluted earnings per share are identical.

The calculation of basic and diluted EPS attributable to the owners of the Company based on the following data:

3 months ended 30 June

2025 2024

(unaudited) (unaudited)

AED'000 AED'000

676,654

622,840

6 months ended 30 June

2025 2024

(unaudited) (unaudited)

AED'000 AED'000

1,315,332

1,172,480

Earnings (AED'000)

Profit for the period attributable to equity holders of the Company

Weighted average number of shares (in thousands)
Weighted average number of ordinary shares
for basic and diluted EPS	12,499,358	12,500,000	12,499,677	12,500,000
Basic and diluted EPS (AED)	0.054	0.050	0.105	0.094

The weighted average number of ordinary shares takes into account the weighted average effect of changes in treasury shares (note 12) during the period.

Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025 (continued)

‌Segment reporting Operating segments‌

The Group's operating segments are established on the basis of those components that are evaluated regularly by the Board

of Directors, considered to be the Chief Operating Decision Maker ("CODM"). The CODM monitors the operating results of the Group's operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on revenues, gross profit, net profit and a broad range of key performance indicators in addition to segment profitability and is measured consistently with profit or loss in the interim condensed consolidated financial statements.

Based on the information reported to the Group's senior management for the allocation of resources, marketing strategies, management reporting lines and measurement of performance of business, the reportable segments under IFRS 8 were identified as below:

Commercial (B2B) - sale of petroleum products and ancillary products to commercial and government customers, the provision of aviation fuel and fuelling services to strategic customers, and the provision of fuelling services to the Parent Company's civil aviation customers.

Retail (B2C) - sale of gasoline and petroleum products, convenience store sales, car wash and other car care services, oil change services, vehicle inspection services and property leasing and management through the retail sites.

These segments are the basis on which the Group reports its primary segment information. Transactions between segments are conducted at the rates determined by management taking into consideration the cost of funds.

Segment revenue reported represents revenue generated from external customers. There were no inter-segment sales in current and previous period. Operating profit is the measure reported to the Board of Directors for the purpose of resource allocation and assessment of segment performance.

ABU DHABI NATIONAL OIL COMPANY FOR DISTRIBUTION PJSC

Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025 (continued)

‌19. Segment reporting (continued) ‌Operating segments (continued)
	Commercial (B2B)	Retail (B2C)	Unallocated	Consolidated
30 June 2025 (unaudited)	AED'000	AED'000	AED'000	AED'000
Revenue	5,500,979	11,610,605	-	17,111,584
Direct costs	(4,660,172)	(9,152,686)	-	(13,812,858)
Gross profit	840,807	2,457,919	-	3,298,726
Distribution and administrative expenses	(231,047)	(1,414,184)	-	(1,645,231)
Other income	4,860	46,493	4,151	55,504
Impairment losses and other operating expenses	(12,607)	(20,655)	(13,732)	(46,994)
Operating profit	602,013	1,069,573	(9,581)	1,662,005
Interest income				33,003
Finance costs				(206,107)
Income tax expense				(152,048)
Profit for the period				1,336,853
30 June 2024 (unaudited) Revenue	5,710,374	11,823,779	-	17,534,153
Direct costs	(5,023,394)	(9,489,311)	-	(14,512,705)
Gross profit	686,980	2,334,468	-	3,021,448
Distribution and administrative expenses	(231,780)	(1,296,885)	-	(1,528,665)
Other income	7,907	46,473	16,253	70,633
Impairment losses and other operating expenses	(8,150)	(24,735)	(7,085)	(39,970)
Operating profit	454,957	1,059,321	9,168	1,523,446
Interest income				80,434
Finance costs				(322,366)
Income tax expense				(120,144)

Profit for the period 1,161,370

Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025 (continued)

‌Segment reporting (continued) Geographical segments‌

The Group operates in the UAE, KSA and Egypt. Segment information about the Group's foreign operations is

presented below:

Revenue (external customers)

6 months ended 30 June 2025 6 months ended 30 June 2024

KSA

(unaudited)

AED'000

469,922

Egypt (unaudited)

AED'000

2,051,823

KSA Egypt

(unaudited) (unaudited)

AED'000 AED'000 439,368 1,759,108

	30 June 2025		31 December 2024
	KSA	Egypt	KSA	Egypt
	(unaudited)	(unaudited)	(audited)	(audited)
	AED'000	AED'000	AED'000	AED'000
Property, plant and equipment	272,077	154,362	262,171	142,548
Right of use assets	604,301	72,811	625,940	66,686
Goodwill and intangibles	1,128	602,825	1,128	598,178
	877,506	829,998	889,239	807,412

‌Contingencies and litigation
The Group has contingent liabilities amounting to AED 444,176 thousand (31 December 2024: AED 299,125 thousand) in respect of bank and other guarantees and other matters arising in the ordinary course of business from which it is anticipated that no material liabilities will arise.
The Group is involved in various legal proceedings arising in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, management does not believe that these matters will have a material adverse effect on the Group's interim condensed consolidated financial statements if concluded unfavorably.
‌Commitments
The capital expenditure contracted for at the reporting date but not yet incurred amounted to AED 455,631 thousand (31 December 2024: AED 430,695 thousand).
‌Seasonality of results
There is no material impact of seasonality on the Group's operating results.

ABU DHABI NATIONAL OIL COMPANY FOR DISTRIBUTION PJSC
Notes to the interim condensed consolidated financial statements for the six-month period ended 30 June 2025 (continued)
‌Dividends
The Board of Directors approved a final dividend of 10.285 fils per share to the shareholders in respect of the year ended 31 December 2024. The dividend comprised of AED 1,285,625 thousand, which was approved at the General Assembly Meeting held on 25 March 2025 and paid on 8 April 2025.
The Board of Directors approved a final dividend of 10.285 fils per share to the shareholders in respect of the year ended 31 December 2023. The dividend comprised of AED 1,285,625 thousand, which was approved at the General Assembly Meeting held on 27 March 2024 and paid on 15 April 2024.
The General Assembly of the Group's subsidiary, TotalEnergies Marketing Egypt LLC, approved a dividend of AED 55,793 thousand to its shareholders in respect of the year ended 31 December 2024. The dividend is allocated to the Group and non-controlling interest on a 50% basis and was approved at the General Assembly Meeting held on 22 April 2025.
The General Assembly of the Group's subsidiary, TotalEnergies Marketing Egypt LLC, approved a dividend of AED 41,057 thousand to its shareholders in respect of the year ended 31 December 2023. The dividend is allocated to the Group and non-controlling interest on a 50% basis and was approved at the General Assembly Meeting held on 23 April 2024.
‌Taxation
Effective from 1 January 2025, the UAE has enacted the Domestic Minimum Top-up Tax ("DMTT") law. Based on the applicable assessment undertaken, the Company does not anticipate any significant impact from the DMTT law and will continue to monitor its effects throughout the year.
The Group's income tax expense attributed to UAE Corporate Income Tax (CIT) recognised in the current period ended is calculated on the best estimate of the weighted average annual income tax rate. The major component of income tax expense in the interim condensed consolidated statement of profit or loss is AED 132,791 thousand (30 June 2024: AED 121,412 thousand) attributed to UAE CIT. The weighted average annual tax rate related to UAE is 8.9% (30 June 2024: 9.0%).
‌Approval of the interim condensed consolidated financial statements

The interim condensed consolidated financial statements were approved by the Board of Directors and authorised for issue on 6 August 2025.

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