Abu Dhabi National Oil Company For DistributionADX: ADNOCDIST

ADNOC Distribution Q4 2024 Financial Statements – English – 11 February 2025

· Issued by Abu Dhabi National Oil Company for Distribution

Report and consolidated financial statements

For the year ended 31 December 2024

ABU DHABI NATIONAL OIL COMPANY FOR DISTRIBUTION PJSC

Reports and consolidated financial statements for the year ended 31 December 2024

Directors' report

1

Independent auditors' report

2-10

Consolidated statement of financial position

11

Consolidated statement of profit or loss

12

Consolidated statement of comprehensive income

13

Consolidated statement of changes in equity

14

Consolidated statement of cash flows

15

Notes to the consolidated financial statements

16-60

ABU DHABI NATIONAL OIL COMPANY FOR DISTRIBUTION PJSC

Directors' report

for the year ended 31 December 2024

The Directors present their report together with the 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 year ended 31 December 2024.

Board of Directors:

The Directors of the Company are:

Chairman

H.E. Dr. Sultan Ahmed Al Jaber

Members

H.E. Ahmed Jasim Al Zaabi

Khaled Mohamed Abdulla Alalkeem Alzaabi

Khaled Salmeen

Marwan Naim Salem Nijmeh

Paula Disberry

Saif Ateeq Sultan AlFalahi

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 year, the Group reported revenue of AED 35,453,716 thousand (2023: AED 34,629,178 thousand). Profit

for the year was AED 2,472,283 thousand (2023: AED 2,630,489 thousand).

The appropriation of the results for the year is follows:

Retained earnings as at 1 January 2024

Adoption of IAS 21 amendments

Profit for the year

Transfer to statutory reserve

Dividends declared

Non-controlling interests

Retained earnings as at 31 December 2024

31 December 2024

AED'000

1,971,140

(33,979)

2,472,283

(2,481)

(2,571,250)

(52,008)

1,783,705

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 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.

For the Board of Directors

Chairman

10 February 2025

Abu Dhabi, UAE

Grant Thornton Audit

and Accounting Limited

- Abu Dhabi

Office 1101, 11th Floor

Al Kamala Tower

Zayed the 1st Street

Khalidiya

Abu Dhabi, UAE

T +971 2 666 9750

www.grantthornton.ae

Independent Auditor's Report

To the Shareholders of Abu Dhabi National Oil Company for Distribution PJSC

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Abu Dhabi National Oil Company for Distribution PJSC ("the Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated statement of financial position as at 31 December 2024, and the consolidated statement of profit or loss and consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 31 December 2024, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and the applicable requirements of Abu Dhabi Accountability Authority ("ADAA") Chairman Resolution No. 88 of 2021 Regarding Financial Statements Audit Standards for the Subject Entities. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) ("IESBA Code") together with the other ethical requirements that are relevant to our audit of the Groups' financial statements in the United Arab Emirates, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Independent Auditor's Report

To the Shareholders of Abu Dhabi National Oil Company for Distribution PJSC (continued)

Report on the Audit of the Consolidated Financial Statements (continued)

Key Audit Matters (continued)

Key Audit Matter

How our audit addressed the key audit matter

1- Impairment assessment of intangible

assets including goodwill

As at 31 December 2024, the Group has

Our audit approach included the following:

recognised goodwill and other intangible assets

with indefinite useful lives amounting to AED

•

we

obtained

an

understanding

of

and

228.46 million and AED 84.45 million, aggregating

evaluated

management's process

including

to 1.72 percent of the Group's total assets.

key controls over impairment assessment;

Goodwill and intangible assets with indefinite

• we obtained management's future cash flow

forecasts and tested the mathematical

useful lives are required to be tested for

impairment, at least on an annual basis. For this

accuracy of the underlying value-in-use

purpose, goodwill and other intangible assets with

calculations;

indefinite useful lives are allocated to the Retail,

•

we

involved

our

valuations specialists

to

Corporate and Aviation CGUs, the recoverable

evaluate

the

appropriateness

of

the

amount of which is supported by value-in-use

methodology used by the management, and

calculations based on future discounted cash flows.

to

assess

the

reasonableness

of

key

Based on the assessment, management concluded

assumptions used in the calculations. When

that the intangible assets including goodwill were

assessing these key assumptions, we discussed

not impaired as of 31 December 2024.

them with management to understand and

We identified the impairment of goodwill and

evaluate management's basis for determining

the assumptions; and

other intangible assets as a key audit matter due to

the use of complex and subjective management

• we assessed the appropriateness of the related

estimates based on management's judgement of

disclosures included in note 6 to the

key variables and market conditions.

consolidated financial statements.

We refer to Note 3 and 6 to these consolidated

financial statements for the accounting policy and

related disclosures respectively.

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Independent Auditor's Report

To the Shareholders of Abu Dhabi National Oil Company for Distribution PJSC (continued)

Report on the Audit of the Consolidated Financial Statements (continued)

Key Audit Matters (continued)

Key Audit Matter

How our audit addressed the key audit matter

2- Revenue recognised from retail sales

and related IT systems

Revenue from retail sales amounted to AED

Our audit approach included the following:

23,798.66 million for the year ended 31 December

•

2024.

we

obtained

an

understanding

of

the

There

are complex IT systems in

use which

significant revenue processes

and

identified

key relevant controls and IT systems;

comprise multiple IT applications which are used

•

we involved our IT Specialists to obtain an

to process large volumes of data pertaining to retail

understanding

of

the control

environment

sales transactions that occur throughout the year.

and to test General IT controls over IT

Given the complexity of the IT systems involved

systems and

applications involved in

the

revenue recording process;

there is an inherent risk around accuracy and

completeness of revenue recognized and therefore

• we evaluated the design and implementation

we considered this area to be a key audit matter.

of controls and tested the operating

The

Group's accounting policies

relating to

effectiveness of automated controls residing

in the IT systems and applications involved in

revenue recognition are presented in note 3 to the

the revenue recording process;

consolidated financial statements and details about

•

we assessed the Group's accounting policy

the Group's revenue are disclosed in note 19 to the

for

revenue

recognition

against

the

consolidated financial statements.

requirements of IFRS Accounting Standards;

• we performed a test of details on a sample

basis to test the reconciliation of daily retail

sales to cash collections and subsequent bank

deposits;

•

we

performed

substantive

analytical

procedures over retail sales revenue by

building an expectation on the basis of

quantities sold and regulated prices; and

• we assessed the adequacy of disclosures in the

consolidated financial statements relating to

revenue.

4

Independent Auditor's Report

To the Shareholders of Abu Dhabi National Oil Company for Distribution PJSC (continued)

Report on the Audit of the Consolidated Financial Statements (continued)

Key Audit Matters (continued)

Key Audit Matter

How our audit addressed the key audit matter

3- Right-of-use assets

As part of the Group's plans to expand its

Our audit approach included the following:

distribution network in the United Arab

Emirates, Kingdom of Saudi Arabia and Egypt

• We obtained an understanding of the Group's

during the current year, the Group has entered

process for identifying the agreements related

into multiple leasing arrangements. During the

to the right-of-use assets and lease liabilities;

year, the Group has recorded additional right-of-

•

we obtained an understanding of the system

use assets and related lease liabilities amounting

generated lease assessment and recomputed the

to AED 158.43 million.

amount based on the inputs from the contract

Determining the present value of the lease

to ensure accuracy of the results;

payments requires management to apply

• we assessed the validity and completeness of

significant judgments and estimates to determine

the list of service stations and other assets used

the discount rate and lease term, which has been

for the underlying calculation;

disclosed in note 4 of the consolidated financial

• we performed test of details by inspecting the

statements.

lease agreements, on a sample basis to

Additionally, due to number of service stations

determine the existence of the lease;

• we recalculated interest on the lease liabilities

and other assets added every year, management

encounter certain delays in the finalization of the

and depreciation of the right-of-use assets and

agreements on account of certain approvals and

agreed these to the consolidated financial

communication from the relevant departments

statements;

which affects the process of collating a complete

•

we performed detailed analysis and made

set of lease contracts.

enquiries of management related to the

Given the complexity and judgments involved

incremental borrowing rates used on the lease

assessment; and

there is an inherent risk around accuracy and

• we assessed the adequacy of disclosures in the

completeness of assets and liabilities recognized

consolidated financial statements.

as at year end and therefore we considered this

area to be a key audit matter.

The Group's accounting policies are presented in

note 3 and details about the Group's right-of-use

assets are disclosed in note 10 to the consolidated

financial statements.

5

Independent Auditor's Report

To the Shareholders of Abu Dhabi National Oil Company for Distribution PJSC (continued)

Report on the Audit of the Consolidated Financial Statements (continued)

Key Audit Matters (continued)

Key Audit Matter

How our audit addressed the key audit matter

4- Decommissioning obligation related

to assets constructed on leased land

The Group has recorded a provision for

Our audit approach included the following:

decommissioning of AED 162.28 million. These

provisions relate to an obligation to dismantle

• we obtained an understanding of the Group's

service stations constructed on leased land, at a

process for identifying the agreements

for

future date.

which a provision needs to be raised and testing

The Group operates a comprehensive network

the adequacy of controls over this process;

•

we

evaluated

the approach adopted

by

of fuel stations in Dubai and Northern emirates

management in determining the expected costs

in the United Arab Emirates on land leased from

third parties. The Group has contractual

of decommissioning and whether the

obligations to restore the land to its original

significant judgements applied and estimates

condition at the end of the lease period in respect

made are reasonable;

of these lands.

• we

obtained

an understanding of the cost

The provision

is

based

upon current

cost

assumptions used that have the most significant

impact on the provisions and whether these

estimates and

has

been

determined

on a

assumptions are appropriate and discussed the

discounted basis with reference to current legal

estimates used by the management;

requirements and available technology.

• we reviewed the discount rates and inflation

At each reporting date the decommissioning

rates used in the estimation to determine if they

liability is reviewed for remeasurement in line

are appropriate;

with changes in observable assumptions, timing

•

we evaluated the skills, objectivity

and

and the latest estimates of the costs to be

competence of the management expert; and

incurred at reporting date.

• we assessed the adequacy of disclosures in the

The Group's accounting policies relating to the

consolidated financial statements.

dismantling obligations are presented in note 3,

the critical accounting estimates made, and

judgements applied by management are disclosed

in note 4 to the consolidated financial statements

and details about the decommissioning

obligations are disclosed in note 18 to the

consolidated financial statements.

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Independent Auditor's Report

To the Shareholders of Abu Dhabi National Oil Company for Distribution PJSC (continued)

Report on the Audit of the Consolidated Financial Statements (continued)

Other Information

Management is responsible for the other information. The other information comprises the Directors' report, which we obtained prior to the date of this auditor's report, and the Operational and Financial Highlights, Chairman's Message, CEO's Message and the other information in the annual report, which are expected to be made available to us after that date. The other information does not include the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance or conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we will read the Operational and Financial Highlights, Chairman's Message and CEO's Message, if we conclude that there is a material misstatement therein, we will be required to communicate the matter to those charged with governance and consider whether a reportable irregularity exists in terms of the auditing standards, which must be reported.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as issued by the IASB and their preparation in compliance with the applicable provisions of the Articles of Association of the Company and UAE Federal Decree Law No. (32) of 2021, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

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Independent Auditor's Report

To the Shareholders of Abu Dhabi National Oil Company for Distribution PJSC (continued)

Report on the Audit of the Consolidated Financial Statements (continued)

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the applicable requirements of Abu Dhabi Accountability Authority ("ADAA") Chairman Resolution No. 88 of 2021 Regarding Financial Statements Audit Standards for the Subject Entities will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISA's and the applicable requirements of Abu Dhabi Accountability Authority ("ADAA") Chairman Resolution No. 88 of 2021 Regarding Financial Statements Audit Standards for the Subject Entities, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risk, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error, as fraud may involve collusion, forgery, intentional omission, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosure is inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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