ADNOC Classification: Need-To-Know
1
Review report and interim financial information for the nine-month period ended 30 September 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 nine-month period ended 30 September 2025The 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 nine-month period ended 30 September 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 26,437,126 thousand (30 September 2024: AED 26,617,261 thousand). Profit for the period was AED 2,167,281 thousand (30 September 2024: AED 1,879,853 thousand).
The appropriation of the results for the period is follows:
30 September 2025
(unaudited)
AED'000
Retained earnings as at 1 January 2025 1,783,705
Profit for the period 2,167,281
Dividends declared (2,571,250)
Non-controlling interests (41,092)
Transfer to statutory reserve (2,415)
Retained earnings as at 30 September 2025 1,336,229
For the Board of Directors
Chairman
30 October 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 September 2025 and the related interim condensed consolidated statement of profit or loss and the interim condensed consolidated statement of comprehensive income for the nine-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 nine-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 reviewWe 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.
ConclusionBased 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 30 October 2025
Interim condensed consolidated statement of financial position
as at 30 September 2025 | |||
30 September 2025 (unaudited) | 31 December 2024 (audited) | ||
Note | AED'000 | AED'000 | |
Assets | |||
Non-current assets Property, plant and equipment | 5 | 7,894,500 | 7,552,178 |
Right-of-use assets | 10 | 1,644,927 | 1,726,351 |
Goodwill and intangible assets | 6 | 620,702 | 599,307 |
Advances to contractors | 45,258 | 47,656 | |
Other non-current assets | 12,538 | 14,447 | |
Total non-current assets | 10,217,925 | 9,939,939 | |
Current assets Inventories | 7 | 1,333,731 | 1,619,887 |
Trade receivables and other current assets | 8 | 2,853,563 | 2,935,982 |
Due from related parties | 9 | 837,371 | 750,723 |
Term deposits | 11 | 200,000 | 200,225 |
Cash and bank balances | 11 | 2,951,053 | 2,734,038 |
Total current assets | 8,175,718 | 8,240,855 | |
Total assets | 18,393,643 | 18,180,794 | |
Equity and liabilities | |||
Equity Share capital | 1,000,000 | 1,000,000 | |
Treasury Shares | 12 | (16,640) | - |
Statutory reserve Other reserve | 12 | 508,817 7 | 506,402 - |
Foreign currency translation reserve | (273,408) | (298,268) | |
Retained earnings | 1,336,229 | 1,783,705 | |
Equity attributable to owners of the Company | 2,555,005 | 2,991,839 | |
Non-controlling interests | 213,657 | 189,437 | |
Total equity | 2,768,662 | 3,181,276 | |
Non-current liabilities Lease liabilities | 10 | 1,465,225 | 1,540,894 |
Borrowings | 13 | 5,498,407 | 5,494,859 |
Provision for decommissioning | 15 | 166,735 | 162,277 |
Provision for employees' end of service benefit | 204,517 | 200,996 | |
Deferred tax liability | 79,248 | 80,064 | |
Other non-current liabilities | 6,180 | 6,516 | |
Total non-current liabilities | 7,420,312 | 7,485,606 | |
Current liabilities Lease liabilities | 10 | 171,472 | 181,728 |
Trade and other payables | 14 | 4,190,137 | 2,797,054 |
Due to related parties | 9 | 3,764,941 | 4,439,345 |
Short term borrowings | 13 | 78,119 | 95,785 |
Total current liabilities | 8,204,669 | 7,513,912 | |
Total liabilities | 15,624,981 | 14,999,518 | |
Total equity and liabilities | 18,393,643 | 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 nine-month period ended 30 September 20252025 | 2024 | 2025 | 2024 | ||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | ||
Note | AED'000 | AED'000 | AED'000 | AED'000 | |
Revenue | 16 | 9,325,542 | 9,083,108 | 26,437,126 | 26,617,261 |
Direct costs | (7,529,151) | (7,496,140) | (21,342,009) | (22,008,845) | |
Gross profit | 1,796,391 | 1,586,968 | 5,095,117 | 4,608,416 | |
Distribution and administrative expenses | 17 | (791,412) | (805,597) | (2,436,643) | (2,334,262) |
Other income | 40,683 | 32,115 | 96,187 | 102,748 | |
expenses | (35,389) | (12,242) | (82,383) | (52,212) | |
Operating profit | 1,010,273 | 801,244 | 2,672,278 | 2,324,690 | |
Interest income | 21,269 | 36,307 | 54,272 | 116,741 | |
Finance costs | (105,069) | (45,511) | (311,176) | (367,877) | |
Profit for the period before tax | 926,473 | 792,040 | 2,415,374 | 2,073,554 | |
Income tax expense | (96,045) | (73,557) | (248,093) | (193,701) | |
Profit for the period | 830,428 | 718,483 | 2,167,281 | 1,879,853 | |
Attributable to: Equity holders of the Company | 810,857 | 667,367 | 2,126,189 | 1,839,847 | |
Non-controlling interests | 19,571 | 51,116 | 41,092 | 40,006 | |
830,428 | 718,483 | 2,167,281 | 1,879,853 | ||
Basic and diluted earnings per share | 18 | 0.065 | 0.053 | 0.170 | 0.147 |
3 months ended 30 September 9 months ended 30 September
Impairment losses and other operating
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
Interim condensed consolidated statement of comprehensive income for the nine-month period ended 30 September 20253 months ended 30 September 9 months ended 30 September
2025 (unaudited) AED'000 | 2024 (unaudited) AED'000 | |
Profit for the period | 830,428 | 718,483 |
Items that may be reclassified to profit or loss in subsequent periods Exchange differences on translation of foreign operations | 22,580 | (380) |
Other comprehensive income/(loss) for the period | 22,580 | (380) |
Total comprehensive income for the period | 853,008 | 718,103 |
Attributable to: Equity holders of the Company | 826,392 | 667,177 |
Non-controlling interests | 26,616 | 50,926 |
853,008 | 718,103 |
2025 | 2024 |
(unaudited) | (unaudited) |
AED'000 | AED'000 |
2,167,281 | 1,879,853 |
35,884 | (75,482) |
35,884 | (75,482) |
2,203,165 | 1,804,371 |
2,151,049 | 1,802,106 |
52,116 | 2,265 |
2,203,165 | 1,804,371 |
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 nine-month period ended 30 September 2025Share 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 | ||||||||
Adjustments of IAS 21 amendments (note 2) | - | - | - | - | - | (33,982) | (33,982) | (33,982) | (67,964) | ||||||||
Adjusted Balance as at 1 January 2024 | 1,000,000 | - | 503,921 | - | (2,995) | 1,937,158 | 3,438,084 | 289,785 | 3,727,869 | ||||||||
Profit for the period | - | - | - | - | - | 1,839,847 | 1,839,847 | 40,006 | 1,879,853 | ||||||||
Transfer to statutory reserve | - | - | 2,481 | - | - | (2,481) | - | - | - | ||||||||
Other comprehensive loss for the period | - | - | - | - | (37,741) | - | (37,741) | (37,741) | (75,482) | ||||||||
Dividends declared (note 23) | - | - | - | - | - | (2,571,250) | (2,571,250) | - | (2,571,250) | ||||||||
Dividends declared by subsidiary | - | - | - | - | - | - | - | (20,529) | (20,529) | ||||||||
Balance as at 30 September 2024 (unaudited) | 1,000,000 | - | 506,402 | - | (40,736) | 1,203,274 | 2,668,940 | 271,521 | 2,940,461 | ||||||||
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 | - | - | - | - | - | 2,126,189 | 2,126,189 | 41,092 | 2,167,281 | ||||||||
Transfer to statutory reserve | - | - | 2,415 | - | - | (2,415) | - | - | - | ||||||||
Other comprehensive income for the period | - | - | - | - | 24,860 | - | 24,860 | 11,024 | 35,884 | ||||||||
Own shares acquired (note 12) | - | (16,640) | - | 7 | - | - | (16,633) | - | (16,633) | ||||||||
Dividends declared (note 23) | - | - | - | - | - | (2,571,250) | (2,571,250) | - | (2,571,250) | ||||||||
Dividends declared by subsidiary | - | - | - | - | - | - | - | (27,896) | (27,896) | ||||||||
Balance as at 30 September 2025 (unaudited) | 1,000,000 | (16,640) | 508,817 | 7 | (273,408) | 1,336,229 | 2,555,005 | 213,657 | 2,768,662 |
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
Interim condensed consolidated statement of cash flow for the nine-month period ended 30 September 20259 months ended 30 September
Gain on disposals of property, plant and equipment and modifications
The accompanying notes form an integral part of these interim condensed consolidated financial statements.
2025 | 2024 | |
(unaudited) | (unaudited) | |
AED'000 | AED'000 | |
Cash flows from operating activities Profit for the period before tax | 2,415,374 | 2,073,554 |
Adjustments for: | ||
Depreciation of property, plant and equipment | 439,713 | 432,976 |
Depreciation of right-of-use assets | 115,842 | 110,840 |
Amortization of intangible assets | 22,297 | 32,379 |
Impairment losses on receivables | 37,149 | 29,658 |
Recoveries on receivables | (3,146) | (13,413) |
Employees' end of service benefit charge | 27,766 | 23,622 |
Provisions/write-offs for inventories | 4,410 | 2,285 |
of right-of-use assets | (13,409) | (19,840) |
Impairment of property, plant and equipment | 2,131 | 11,534 |
Finance costs | 311,176 | 367,877 |
Interest income | (54,272) | (116,741) |
Operating cash flows before movements in working capital | 3,305,031 | 2,934,731 |
Decrease/(increase) in inventories | 281,974 | (208,553) |
Decrease/(increase) in trade receivables and other current assets | 46,432 | (12,067) |
Increase in due from related parties | (86,648) | (243,264) |
Increase in trade and other payables | 207,469 | 129,797 |
(Decrease)/increase in due to related parties | (674,404) | 281,509 |
Cash generated from operating activities | 3,079,854 | 2,882,153 |
Payment of employees' end of service benefit | (24,185) | (19,174) |
Payment of income taxes | (265,031) | (18,896) |
Net cash generated from operating activities | 2,790,638 | 2,844,083 |
Cash flows from investing activities Payments for purchases of property, plant and equipment | (845,142) | (838,911) |
Payments for advances to contractors | (24,367) | (57,370) |
Proceeds from disposal of property, plant and equipment | 4,876 | 23,473 |
Interest received | 54,272 | 116,741 |
Proceeds from term deposits | 225 | - |
Net cash used in investing activities | (810,136) | (756,067) |
Cash flows from financing activities Payment of lease liabilities | (181,852) | (171,344) |
Net (repayments) for/proceeds from short term borrowings | (26,736) | 69,920 |
Repayment of borrowings | (660) | (1,087) |
Finance cost paid | (230,519) | (317,510) |
Own shares acquired | (16,640) | - |
Dividends paid | (1,313,521) | (1,328,143) |
Net cash used in financing activities | (1,769,928) | (1,748,164) |
Net increase in cash and cash equivalents | 210,574 | 339,852 |
Cash and cash equivalents at the beginning of the period | 2,734,038 | 2,993,937 |
Effect of foreign exchange rate changes | 6,441 | (107,487) |
Cash and cash equivalents at the end of the period | 2,951,053 | 3,226,302 |
Non-cash transactions | ||
Accruals for property, plant and equipment | 434,809 | 418,391 |
Advances to contractors transferred to property, plant and equipment | 26,765 | 35,577 |
Additions and modification to right of use assets for leases | 30,429 | 134,121 |
Dividend Payable | 1,285,625 | 1,285,625 |
Notes to the interim condensed consolidated financial statements for the nine-month period ended 30 September 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.
On 11 September 2025, Abu Dhabi National Oil Company ("ADNOC", "Ultimate Shareholder", or the "Parent Company") transferred its equity in the Company to XRG P.J.S.C. ("XRG"), ADNOC's wholly-owned international energy investment company, through an off-market transfer on the ADX. ADNOC continues to retain 77% of the ultimate ownership and control through its 100% stake in XRG. The transfer does not impact ADNOC Distribution's operations.
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 "Oasis by ADNOC" 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 nine-month period ended 30 September 2025 (continued)
Summary of material accounting policies
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 nine-month period ended 30 September 2025 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2025.
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 as detailed below.
The Group has revised the estimated useful lives of its assets, currently classified as property, plant and equipment with a carrying value of AED 5,347,053 thousand. This change in estimate has been applied in current period and prospectively and is expected to result in a lower depreciation charge by AED 90,917 thousand for the year ending 31 December 2025.
Depreciation is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:
2025 2024
Buildings 15 - 50 years 15 - 30 years
Plant and machinery 5 - 30 years 5 - 30 years
Motor vehicles 5 - 20 years 5 - 20 years
Furniture, fixtures and computer equipments 4 - 15 years 5 - 10 years
Pipelines 10 - 50 years 10 - 40 years
Notes to the interim condensed consolidated financial statements for the nine-month period ended 30 September 2025 (continued)
5. Property, plant, and equipment | |||
30 September 2025 31 December 2024 (unaudited) (audited) AED'000 AED'000 | |||
Net book value at beginning of the period/year | 7,552,178 | 7,189,661 | |
Additions during the period/year | 789,064 | 1,077,578 | |
Transfers during the period/year | (7,996) | (13,183) | |
Depreciation charge for the period/year | (439,713) | (602,186) | |
Disposals during the period/year | (6,097) | (14,797) | |
Impairment | (2,131) | (5,748) | |
Exchange differences | 9,195 | (79,147) | |
7,894,500 | 7,552,178 | ||
6. Goodwill and intangible assets | |||
30 September 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 | 7,996 | 14,312 | |
Amortisation charge for the period/year | (22,297) | (31,952) | |
Disposals during the period/year | (130) | (1,913) | |
Exchange differences | 35,826 | (434,951) | |
620,702 | 599,307 | ||
7. Inventories | |||
30 September 2025 31 December 2024 (unaudited) (audited) AED'000 AED'000 | |||
Finished goods | 1,159,599 | 1,401,111 | |
Spare parts and consumables | 123,274 | 140,804 | |
Lubricants raw materials, consumables and work in progress | 29,603 | 48,490 | |
LPG cylinders | 34,061 | 38,106 | |
1,346,537 | 1,628,511 | ||
Allowance for net realisable value | (1,447) | (1,447) | |
Allowance for slow moving and obsolete inventories | (11,359) | (7,177) | |
1,333,731 | 1,619,887 | ||
8. Trade receivables and other current assets | |||
30 September 2025 (unaudited) | 31 December 2024 (audited) | ||
AED'000 | AED'000 | ||
Trade receivables | 2,717,055 | 2,754,329 | |
Less: Allowance for expected credit losses | (147,309) | (113,453) | |
2,569,746 | 2,640,876 | ||
Prepaid expenses | 77,876 | 51,300 | |
Receivable from employees | 115,539 | 110,648 | |
VAT receivables | 39,369 | 32,726 | |
Other receivables | 51,033 | 100,432 | |
2,853,563 | 2,935,982 | ||
Notes to the interim condensed consolidated financial statements for the nine-month period ended 30 September 2025 (continued)
Trade receivables and other current assets (continued)
Movement in the allowance for expected credit losses is as follows:
30 September 2025
31 December 2024
(unaudited)
(audited)
AED'000
AED'000
Opening balance
113,453
90,264
Charge for the period/year
37,149
55,239
Written-off during the period/year
(238)
(11,153)
Recovery made during the period/year
(3,146)
(19,876)
Exchange differences
91
(1,021)
Closing balance
147,309
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 September 2025 (unaudited) AED'000 | 31 December 2024 (audited) AED'000 | |
Due from related parties ADNOC Logistics and Services | 299,688 | 272,692 |
Abu Dhabi National Oil Company (ADNOC) | 210,941 | 150,984 |
ADNOC Drilling | 151,116 | 142,321 |
ADNOC Onshore | 55,847 | 65,647 |
ADNOC Offshore | 24,807 | 27,476 |
ADNOC Gas Processing | 11,526 | 10,514 |
ADNOC Sour Gas | 1,027 | 1,761 |
ADNOC others | 32,950 | 31,611 |
TotalEnergies & its affiliates | 49,469 | 47,717 |
837,371 | 750,723 | |
Due to related parties Abu Dhabi National Oil Company (ADNOC) | 3,736,701 | 4,404,684 |
ADNOC Logistics and Services | 7,326 | 3,949 |
ADNOC others | 4,005 | 721 |
TotalEnergies & its affiliates | 16,909 | 29,991 |
3,764,941 | 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 3,016,622 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 nine-month period ended 30 September 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
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 ended 30 September 2025 2024 (unaudited) (unaudited) AED'000 AED'000 | ||
ADNOC Group Revenue | 504,968 | 515,398 |
Purchases | 5,485,710 | 5,213,958 |
TotalEnergies and its affiliates Revenue | 222,882 | 141,497 |
Purchases | 18,443 | 59,324 |
Management Fee & services | 14,511 | 11,798 |
9 months ended 30 September | ||
2025 | 2024 | |
(unaudited) | (unaudited) | |
AED'000 | AED'000 | |
1,486,832 | 1,477,006 | |
16,489,011 | 17,485,581 | |
502,724 | 416,666 | |
105,583 | 138,658 | |
43,261 | 48,225 | |
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 September 2025 | 31 December 2024 | |
(unaudited) | (audited) | |
AED'000 | AED'000 | |
Opening balance | 1,726,351 | 1,778,418 |
Additions | 40,217 | 158,427 |
Additions to decommissioning | - | 7,610 |
Reversal due to terminated contracts | (286) | (23,776) |
Depreciation charge during the period/year | (115,842) | (151,669) |
Modifications during the period/year | (9,788) | 1,767 |
Exchange differences | 4,275 | (44,426) |
Closing balance | 1,644,927 | 1,726,351 |
Notes to the interim condensed consolidated financial statements for the nine-month period ended 30 September 2025 (continued) | ||
10. Right-of-use assets and lease liabilities (continued) | ||
Lease liabilities | ||
30 September 2025 (unaudited) AED'000 | 31 December 2024 (audited) AED'000 | |
Opening balance | 1,722,622 | 1,747,264 |
Additions | 40,217 | 158,427 |
Accretion of interest | 79,388 | 95,870 |
Reversal due to terminated contracts | (286) | (28,062) |
Payments | (181,852) | (208,300) |
Modifications | (28,213) | 1,767 |
Exchange differences | 4,821 | (44,344) |
Closing balance | 1,636,697 | 1,722,622 |
Current | 171,472 | 181,728 |
Non-Current | 1,465,225 | 1,540,894 |
Closing balance | 1,636,697 | 1,722,622 |
Cash and bank balances
Cash and cash equivalents in the interim condensed consolidated statement of cash flows consist of the following amounts:
30 September 2025
31 December 2024
(unaudited)
(audited)
AED'000
AED'000
Cash and bank balances
2,951,053
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 2,816,774 thousand (31 December 2024: AED 2,622,651 thousand) carrying interest rate ranging from 0.30% to 4.40% (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 September 2025, the Market Maker held 4,372,038 shares (31 December 2024: nil) on behalf of the Company, which are classified under equity as treasury shares, at purchase price amounting to AED 16,640 thousand (31 December 2024: AED nil). A cumulative net gain of AED 7 thousand (30 September 2024: nil) have been recognised as at 30 September 2025 as other reserve in the interim condensed consolidated statement of changes in equity.
Notes to the interim condensed consolidated financial statements for the nine-month period ended 30 September 2025 (continued) | ||
13. Borrowings | ||
Term loan - noncurrent | 30 September 2025 (unaudited) AED'000 5,498,407 | 31 December 2024 (audited) AED'000 5,494,859 |
Short term borrowing | 78,119 | 95,785 |
5,576,526 | 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 facility remains undrawn as at 30 September 2025. 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 September 2025, total amount of EGP 1,018,501 thousand (AED 78,119 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. The facility remains undrawn as at 30 September 2025. The facility carries interest rate of Mid Corridor rate as announced by the Central Bank of Egypt.
14. Trade and other payables | ||
30 September 2025 | 31 December 2024 | |
(unaudited) | (audited) | |
AED'000 | AED'000 | |
Trade payables | 843,993 | 543,211 |
Capital accruals | 434,809 | 517,652 |
Operating accruals | 164,037 | 355,520 |
Income tax payable | 212,771 | 250,877 |
VAT payable | 323,215 | 301,282 |
Coupon and prepaid card sales outstanding | 132,085 | 129,753 |
Contract retentions payable | 194,256 | 170,366 |
Advances from customers | 62,320 | 61,514 |
Other payables | 537,026 | 466,879 |
Dividend payable | 1,285,625 | - |
4,190,137 | 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 September 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
4,389
5,955
Exchange differences
69
(650)
Closing balance
166,735
162,277
Notes to the interim condensed consolidated financial statements for the nine-month period ended 30 September 2025 (continued)
Revenue
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) Fuel Non-fuel
Commercial (B2B) Corporate Aviation
Distribution and administrative expenses
3 months ended 30 September 9 months ended 30 September
2025
2024
(unaudited)
(unaudited)
AED'000
AED'000
5,870,546
5,661,766
444,833
389,865
2,560,894
2,614,647
449,269
416,830
9,325,542
9,083,108
2025
2024
(unaudited)
(unaudited)
AED'000
AED'000
16,642,493
16,734,777
1,283,491
1,140,633
7,246,480
7,558,771
1,264,662
1,183,080
26,437,126
26,617,261
3 months ended 30 September 9 months ended 30 September
2025
(unaudited)
AED'000
2024
(unaudited)
AED'000
2025
(unaudited)
AED'000
2024
(unaudited)
AED'000
Staff costs
415,007
400,229
1,239,163
1,192,905
Depreciation and amortisation
159,627
207,794
577,853
576,195
Repairs, maintenance and consumables
55,459
45,302
145,908
127,363
Utilities
59,130
58,226
163,826
155,734
Distribution and marketing expenses
25,853
22,906
65,695
61,960
Insurance
3,479
2,612
11,510
8,671
Others
72,857
68,528
232,688
211,434
791,412
805,597
2,436,643
2,334,262
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.
3 months ended 30 September 2025 2024
(unaudited) (unaudited)
9 months ended 30 September
2025
2024
(unaudited)
(unaudited)
2,126,189
1,839,847
12,498,269
12,500,000
0.147
0.170
The calculation of basic and diluted EPS attributable to the owners of the Company based on the following data:
Earnings (AED'000)
Profit for the period attributable to equity holders of the Company
810,857
667,367
Weighted average number of shares (in
thousands)
Weighted average number of ordinary shares for basic and diluted EPS
12,495,504
12,500,000
Basic and diluted EPS (AED)
0.065
0.053
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 nine-month period ended 30 September 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 nine-month period ended 30 September 2025 (continued)
19. Segment reporting (continued) Operating segments (continued) | ||||
30 September 2025 (unaudited) | Commercial (B2B) AED'000 | Retail (B2C) AED'000 | Unallocated AED'000 | Consolidated AED'000 |
Revenue | 8,511,142 | 17,925,984 | - | 26,437,126 |
Direct costs | (7,209,055) | (14,132,954) | - | (21,342,009) |
Gross profit | 1,302,087 | 3,793,030 | - | 5,095,117 |
Distribution and administrative expenses | (353,480) | (2,083,081) | (82) | (2,436,643) |
Other income | 9,625 | 82,227 | 4,335 | 96,187 |
Impairment losses and other operating expenses | (22,209) | (24,512) | (35,662) | (82,383) |
Operating profit | 936,023 | 1,767,664 | (31,409) | 2,672,278 |
Interest income | 54,272 | |||
Finance costs | (311,176) | |||
Income tax expense | (248,093) | |||
Profit for the period | 2,167,281 | |||
30 September 2024 (unaudited) Revenue | 8,741,850 | 17,875,411 | - | 26,617,261 |
Direct costs | (7,639,576) | (14,369,269) | - | (22,008,845) |
Gross profit | 1,102,274 | 3,506,142 | - | 4,608,416 |
Distribution and administrative expenses | (332,742) | (2,001,463) | (57) | (2,334,262) |
Other income | 12,188 | 72,256 | 18,304 | 102,748 |
Impairment losses and other operating expenses | (17,970) | (23,160) | (11,082) | (52,212) |
Operating profit | 763,750 | 1,553,775 | 7,165 | 2,324,690 |
Interest income | 116,741 | |||
Finance costs | (367,877) | |||
Income tax expense | (193,701) | |||
Profit for the period 1,879,853
Notes to the interim condensed consolidated financial statements for the nine-month period ended 30 September 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
KSA Egypt
(unaudited) (unaudited)
AED'000 AED'000
724,862 3,315,028
9 months ended 30 September 2025
presented below:
Revenue (external customers)
9 months ended 30 September 2024
KSA Egypt
(unaudited) (unaudited)
AED'000 AED'000
676,176 2,688,290
30 September 2025 | 31 December 2024 | |||||
KSA | Egypt | KSA | Egypt | |||
(unaudited) | (unaudited) | (audited) | (audited) | |||
AED'000 | AED'000 | AED'000 | AED'000 | |||
Property, plant and equipment | 274,182 | 164,068 | 262,171 | 142,548 | ||
Right of use assets | 477,746 | 73,977 | 625,940 | 66,686 | ||
Goodwill and intangibles | 1,128 | 619,573 | 1,128 | 598,178 | ||
753,056 | 857,618 | 889,239 | 807,412 | |||
Contingencies and litigation
The Group has contingent liabilities amounting to AED 515,370 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 334,518 thousand (31 December 2024: AED 430,695 thousand).
Seasonality of results
There is no material impact of seasonality on the Group's operating results.
Notes to the interim condensed consolidated financial statements for the nine-month period ended 30 September 2025 (continued)
Dividends
The Board of Directors approved an interim dividend of 10.285 fils per share to the shareholders in respect of the first half of 2025. The dividend comprised of AED 1,285,625 thousand, which was approved during the Board of Directors Meeting held on 22 September 2025 and paid on 1 October 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 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 an interim dividend of 10.285 fils per share to the shareholders in respect of the first half of 2024. The dividend comprised of AED 1,285,625 thousand, which was approved during the Board of Directors Meeting held on 20 September 2024 and paid on 2 October 2024.
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 212,771 thousand (30 September 2024: AED 182,675 thousand) attributed to UAE CIT. The weighted average annual tax rate related to UAE is 9.1% (30 September 2024: 8.9%).
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 30 October 2025.