Annual Accounts Guidance

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Definitions and abbreviations Unless otherwise defined or the context otherwise requires, the terms in this Guidance have the same meanings as defined in the ADGM Companies Regulations 2020. Other ADGM rulebooks referred to in this Guidance include the ADGM Companies Regulations (International Accounting Standards) Rules 2015, the Limited Liability Partnership Rules 2026 and the DLT Foundations Regulations 2023. Abbreviation Meaning ADGM Abu Dhabi Global Market ARD Accounting Reference Date ARP Accounting Reference Period AUM Assets Under Management CLR 2025 Commercial Licensing Regulations 2025 UAE Corporate Tax Law / CT Federal Decree-Law No. 47 of 2022 Concerning Corporate and Business Tax ESG Environmental, Social and Governance CR 2020 ADGM Companies Regulations 2020 CSP Company Service Provider DLT Distributed Ledger Technology DLT Foundation A foundation registered under the DLT Foundations Regulations 2023 FSRA Financial Services Regulatory Authority FTA UAE Federal Tax Authority IAS / IFRS International Accounting Standards / International Financial Reporting Standards LLP / LLPR 2026 Limited Liability Partnership / Limited Liability Partnership Rules 2026 ORS Online Registry Solution (newreg.adgm.com) PIE Public Interest Entity QFZP Qualifying Free Zone Person (under UAE Corporate Tax Law) RA Registration Authority RSC Restricted Scope Company

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Abbreviation Meaning SPV Special Purpose Vehicle USD United States Dollars

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026

Introduction
Guidance overview and application
This Guidance provides information about the accounts obligations for ADGM entities. It covers accounting reference periods, accounting records, audit requirements, filing accounts with the Registrar, exemptions and extensions. The Guidance applies to ADGM entities (including special purpose vehicles). It now also addresses three areas that have developed since this Guidance was last issued in 2022:
the accounts and audit requirements for DLT Foundations (see Section 20);
the accounts and audit considerations for Qualifying Free Zone Persons under UAE
Corporate Tax Law (see Section 21); and
Environmental, Social and Governance (ESG) disclosures (see section 22).
Limited liability partnerships have equivalent accounts obligations under the Limited Liability Partnership Rules 2020 and should read this Guidance together with those Rules. This Guidance is issued under section 936(2) of the ADGM Companies Regulations 2020 (CR 2020). Legal framework The relevant ADGM legislation regarding accounts for limited companies is CR 2020, read together with the ADGM Companies Regulations (International Accounting Standards) Rules 2015. DLT Foundations are governed by the DLT Foundations Regulations 2023. This Guidance should be read in conjunction with that legislation, which may change over time. ADGM's Regulations and Rules are available on the ADGM website: en.adgm.thomsonreuters.com Important information

All ADGM entities, including dormant companies, must keep adequate accounting records at
their registered office or another suitable location for a minimum of ten years from the date on which they are made.
All ADGM entities have a duty to prepare accounts. Exemptions are available to certain
entities if the qualifying conditions are met. If you are unsure, you should seek professional advice.
The directors of a company must not approve accounts unless they are satisfied that they
give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and, in the case of groups, of the undertakings included in the consolidation as a whole.
ADGM entities are subject to a statutory audit that must be carried out by an ADGM
registered auditor, unless the entity qualifies for an audit exemption under any applicable regulation.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026

The signed accounts must be filed with the RA every year (see Section 14 of this guidance
for deadlines), unless exempt. Accounts filed late may be liable to a penalty. Your company should take appropriate measures to ensure that accounts are filed on time through the RA's Online Registry Solution: newreg.adgm.com Note: The Registration Authority cannot give technical or legal advice on your accounts or your accounts obligations in your circumstances. The RA can only give general guidance. Your accounts are subject to legal requirements; you may wish to consult a professional if you need technical or legal advice.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
2. Accounting and reporting standards
International accounting standards (IAS)
All ADGM company accounts, both individual and group accounts, must be prepared in accordance with international accounting standards (IAS). The ADGM Companies Regulations (International Accounting Standards) Rules 2015 define IAS as current and future standards and interpretations as issued or adopted by the International Accounting Standards Board (IASB). The IASB sets IFRS Accounting Standards. These standards set out how a company prepares its financial statements. Please visit www.ifrs.org to refer to the standards that apply to you as an ADGM company.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
3. Accounting reference date
A company's financial year
A financial year is usually a 12-month period for which you prepare accounts. Every company must prepare accounts that report on the performance and activities of the company during the financial year. Your financial year starts on the day after the previous financial year ended or, in the case of a new company, on the day of incorporation. Financial years are determined by reference to an accounting reference period that ends on a specified date known as the Accounting Reference Date (ARD). You may choose to make up your accounts to the ARD or a date up to 7 days either side of it. Your company's first accounting reference period (or financial year) is the period of more than 6 months, but not more than 18 months, beginning with the date of its incorporation and ending with its ARD. A company's ARD In ADGM, a company can choose its preferred ARD as part of the incorporation application. Subsequent ARDs will automatically fall on the same date each year. Example 1 Your company was incorporated on 6 May 2026, and as part of the incorporation application you chose 31 December to be the company's ARD. Its first ARD would be 31 December 2026 and 31 December for every year thereafter. Example 2 Your company was incorporated on 1 September 2025 and you chose 31 December as the company's ARD during incorporation. The company's first ARD will be 31 December 2026 (because 1 September 2025 to 31 December 2025 would be a period of less than 6 months, which is not permitted). Changing your company's ARD (Section 381 of CR 2020) You can change your ARD to make your financial year longer or shorter. The aim of this section is to explain, in plain language and with examples, how that works and what the limits are. How to change your ARD You change your ARD by filing a notice of a change of ARD with the Registrar through the Online Registry Solution (newreg.adgm.com). In the notice you must say whether you are shortening or extending the period.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 You can change either:

your current accounting reference period (the one you are in now); or
your immediately previous accounting reference period (the one that has just ended).
The four key rules:

You can shorten as often as you like. There is no limit on how many times, or by how
many months, you can shorten an accounting reference period.
You can normally only extend once every 5 years. You cannot extend a period if you
extended an earlier period less than 5 years ago. (Exceptions: the company is in administration, or the Registrar directs that this restriction does not apply.)
A period can never be longer than 18 months. An extended accounting reference period
must not exceed 18 months (unless the company is in administration).
You cannot change a period once its filing deadline has passed. You cannot file a notice
to change a previous accounting reference period if the deadline to file the accounts for that period has already expired. In other words, if the accounts for that period are already overdue, it is too late to change the ARD. Refer to Section 14 of this Guidance for information on accounts filing deadlines, and remember that changing your ARD will usually change your filing deadline too. Worked examples Example 3 - Shortening the year (bringing the ARD earlier) Your company has an ARD of 31 December. You decide to move your ARD to 30 September so it aligns with your parent company. What you do: You file a notice changing the ARD from 31 December to 30 September before the filing deadline for that period. Result: Your current accounting reference period is shortened, ending on 30 September instead of 31 December. However, the company's first accounting reference period must be more than six months and not exceed 18 months in length. Example 4 - Extending the year (pushing the ARD later) Your company has an ARD of 31 December 2026. You want to extend the financial year so it ends on 31 March 2027 (a 15-month period). What you do: You file a notice extending the period before the filing deadline for that period. Result: The period becomes 15 months long, which is within the 18-month limit, so the change is allowed. However, you will not be able to extend again for another 5 years (unless the company is in administration or the Registrar directs otherwise).

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Example 5 - Extension that is NOT allowed (over 18 months) Your company was incorporated on 1 January 2026 with an ARD of 31 December 2026 (a 12- month first period). You try to extend the period to end on 31 August 2027. Result: That would make the period 20 months long, which is more than the 18-month maximum. The notice is ineffective and the change cannot be made. The most you could extend this period to is 30 June 2027 (18 months). Example 6 - Too late to change (filing deadline has passed) Your private company's ARD was 31 December 2025, so the deadline to file those accounts was 30 September 2026. On 5 October 2026 you try to file a notice to change that ARD. Result: Because the filing deadline (30 September 2026) has already passed, you can no longer change the ARD for that period. The notice cannot be given.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
4. Accounting records
Basic obligations
Every company, whether or not it is trading, must keep adequate accounting records. Adequate accounting records are specified in CR 2020 to mean records that are sufficient to:

show and explain the company's transactions;
disclose with reasonable accuracy, at any time, the financial position of the company at that
time; and
enable the directors to ensure that any accounts required to be prepared comply with the
requirements of CR 2020.
Accounting records must contain:
entries showing all money received and expended by the company, including cheques,
electronic funds transfers, invoices, contracts, and any other supporting documentation to show the basis of that transaction; and
a record of the assets and liabilities of the company.
Also, if your company's business involves dealing in goods, the records must contain statements of stock held at the end of each financial year, the stock-takings from which they were prepared, and statements of all goods sold and purchased (other than by ordinary retail trade) identifying the goods, buyers and sellers. Parent companies must ensure that any subsidiary undertaking keeps sufficient accounting records so that the directors of the parent company can prepare accounts that comply with CR 2020. Where to keep your company's accounting records A company must keep its accounting records at its registered office address or a place that the directors think is suitable. The records must be open to inspection by the company's officers at all times. If the company holds the records at a place outside ADGM, it must send accounts and returns with respect to the business dealt with in the accounting records at least every six months to a place in ADGM and they must at all times be open to inspection. Those accounts and returns sent to ADGM must disclose the company’s financial position and enable the directors to prepare accounts that comply with the requirements of CR 2020. Length of time that accounting records must be kept Accounting records must be preserved by a company for ten years from the date on which they are made.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
5. Preparing accounts
The directors of every company must prepare accounts for each financial year. These are called individual accounts. A parent company also has a duty to prepare group accounts (unless it qualifies for an exemption). Both individual and group accounts (where applicable) must be prepared in accordance with IAS. The directors must not approve accounts unless they are satisfied that they give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and, in the case of groups, of the undertakings included in the consolidation as a whole. IAS individual accounts Generally, a company's IAS individual accounts must include:

the company's ADGM registered number;
the address of the company's registered office;
whether the company is a public or a private company and whether it is limited by shares or
by guarantee;
a profit and loss account (or income statement);
a balance sheet as at the last date of the financial year, signed by a director on behalf of the
board and the printed name of that director; and
notes to the accounts.
Accounts must generally be accompanied by a directors' report signed by a secretary or director and their printed name, and an auditors' report stating the name of the auditor and signed and dated by them (unless the company is exempt from audit). The notes to the accounts must state that the accounts have been prepared in accordance with IAS. IAS group accounts If the company at the end of a financial year is a parent company, the directors have a duty to prepare group accounts in addition to individual accounts, unless exempt. Group accounts must also be prepared in accordance with IAS. If your company has a duty to prepare group accounts, all the subsidiary undertakings of the company must be included in the consolidation, prepared using the same financial reporting framework. Presentational currency of the accounts The amounts set out in the annual accounts of a company must be shown in United States Dollars (USD). You may also show a translation into any other relevant currency. If you prepare your accounts in a currency other than USD, you must deliver to the Registrar an additional copy of the company's annual accounts translated into USD, translated at the exchange rate prevailing on the balance sheet date, and that rate must be disclosed in the notes to the accounts.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Information about employee numbers The number of employees is one of the metrics used to determine the size of your company. The notes to a company's annual accounts should disclose the average number of persons employed in the financial year. You can work out the average by ascertaining, for each month, the number of persons employed (whether throughout the month or not), adding the monthly numbers together and dividing by the number of months in the financial year. Section 396 of CR 2020 provides more detail. Approving and signing accounts The company's board of directors must approve the accounts before they are sent to members and must meet the following requirements:

A director must sign the balance sheet on behalf of the board and print their name, with any
exemption statements (e.g. small companies regime) appearing above the director's signature;
A director or secretary must sign the directors' report on behalf of the board and print their
name. Any statement about the accounts being prepared under the small companies’ regime must appear above the signature; and
If an auditor's report is attached, it must include the name of the auditor, the name of the
person who signed it as statutory auditor on behalf of the firm, and the auditor's signature. Sending accounts to your company’s members Every company must send a copy of its annual accounts for each financial year to:
every member of the company;
every holder of the company’s debentures; and
every person who is entitled to receive notice of general meetings.
This will not apply to certain dormant subsidiary companies that are exempt from preparing accounts. There is no statutory requirement for private companies to lay their accounts before members at a general meeting. A public company must lay its accounts before its members at an annual general meeting.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
6. Determining your company size
When determining the size of your company, you must have regard to sections 368 to 374 of CR 2020. The small companies regime applies to a company for a financial year in relation to which the company qualifies as small and is not excluded from the small companies’ regime. Company size thresholds There are three company size classifications; small, medium and large, and a sub-classification of small called micro-entity. The classifications are determined by turnover and the average number of employees, summarised below. A company must satisfy both the turnover and employee conditions to fall within a size classification. Classification Turnover (standalone) Average employees Micro-entity Not more than USD 2.5 million And Not more than 9 Small Not more than USD 13.5 million Not more than 35 Medium-sized Not more than USD 68 million Not more than 75 Large Above USD 68 million More than 75 Note: Adjust turnover proportionately if the financial period is not a full 12 months. What is turnover For the purpose of determining your company’s size, turnover has the meaning given in section 446 of CR 2020. In relation to a company, turnover means the amounts derived from the provision of goods and services falling within the company’s ordinary activities, after deduction of:

trade discounts;
value added tax; and
any other taxes based on the amounts so derived.
Where the company is a parent assessing the size of a group, see ‘Small parent companies and groups’ below, which explains how net turnover and gross turnover apply. First year of the company If it is the first year of the company, it will qualify for a size classification if it satisfies both thresholds for that classification in that year. For the avoidance of doubt, a small standalone company is one with turnover less than or equal to USD 13.5 million and employees less than or equal to 35.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Subsequent years of the company If it is not the first year of the company, a 'two year rule' applies by virtue of section 369, which states that, in relation to a subsequent financial year where on its balance sheet date a company meets or ceases to meet the qualifying conditions, this affects its qualification (for example, as a small company) only if it occurs in two consecutive financial years. As such, this can be a complex area that involves tracking back over several years of history to determine the company's size. You should consider seeking professional advice if in doubt. Small parent companies and groups To qualify as a small company, a parent must assess both its own size as a single entity and the size of the group it heads. A parent only qualifies as small if the group it heads also qualifies as a small group. First, assess the parent company's size as described above for an individual company. Then assess the size of its group against the thresholds in section 370; the group may use either the net or gross thresholds where applicable. The aggregate figures are ascertained by aggregating the relevant figures for each member of the group. If any subsidiaries within the group have a different year end from the parent company, the figures for the financial year ending last before the financial year end of the parent should be used (see section 370(8) of CR 2020). Group criteria Small group threshold Aggregate turnover - net Not more than USD 13.5 million Aggregate turnover - gross Not more than USD 16.2 million Aggregate employees Not more than 35 Net turnover is defined as being after any set-offs and other adjustments made to eliminate group transactions, in accordance with IAS (CR 2020 section 370(7)). Gross turnover means without those set-offs and other adjustments, that is, adding together the figures straight from the individual financial statements of each group entity. Example 7 - assessing the size of a group A parent company heads a group of three entities. Their individual turnovers are USD 6 million (the parent), USD 5 million (subsidiary A) and USD 4 million (subsidiary B). Those figures include USD 2 million of sales made between group companies (intra-group sales). Gross turnover - the figures added straight from each entity's financial statements: 6 + 5 + 4 = USD 15 million. This is within the USD 16.2 million gross threshold.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Net turnover - after eliminating the USD 2 million of intra-group sales: USD 13 million. This is within the USD 13.5 million net threshold. The group is within the small-group size limits on either the net or the gross basis. Provided aggregate employees are also 35 or fewer, the group qualifies as a small group and (subject to the other conditions) the parent may qualify as a small company. First year of the parent company If it is the first year of the parent company, it will qualify as small if it satisfies both thresholds in the group table above. For the avoidance of doubt, a small parent company is one with net turnover less than or equal to USD 13.5 million and employees less than or equal to 35. Subsequent years of the parent company If it is not the first year of the parent company, the same 'two year rule' in section 369 applies: a change that affects qualification as a small company only takes effect if it occurs in two consecutive financial years. Audit exemption - assessing the whole group When assessing the size of the group to determine whether a company qualifies for an audit exemption, it is the size of the entire group that is considered. An entity must consider the largest group of which it is a part, including its parents and fellow subsidiaries in addition to the group it heads.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
7. Requirement for audited accounts
Background
A statutory auditor is a person who makes an independent report to a company's members as to whether the company has prepared its financial statements in accordance with the applicable financial reporting framework. The report must also state whether a company's accounts give a fair representation of its affairs at the end of the year. A statutory audit includes examination of evidence relevant to the amounts and disclosures in the financial statements and an assessment of the significant estimates and judgements made by the directors. Audit requirement CR 2020 states that a company's annual accounts for a financial year must be audited, unless the company is exempt from audit (see section 447). Audits must be carried out by an ADGM registered auditor (section 1032). There are three main ways to qualify for an audit exemption:

Small standalone company;
Small member of a small group worldwide; or
A dormant company.
Important - Corporate Tax interaction. Even where a company qualifies for an audit exemption under CR 2020, it may still be required to prepare and maintain audited financial statements in order to comply with UAE Corporate Tax Law. See Section 21 of this guide for more information. Right of members to require audit Members of a company have an option under section 448 of CR 2020 to require the company to have an audit. Where effective notice is given, a company will not be entitled to claim audit exemption. Articles and governing documents Directors should also review the company's articles and other governing documents to check whether they contain any specific provisions in relation to audit. A company which otherwise could claim audit exemption may still require an audit if its articles contain such provisions. Small standalone company If a standalone company (one that is not a member of a group) qualifies as a small company in relation to a financial year, it may be exempt from audit in that year (see section 449 of CR 2020). A company taking this small companies audit exemption under section 449 will need to include a statement on its balance sheet as required by section 447 of CR 2020.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Small member of a small group worldwide A small company that is a member of a group may be entitled to the small companies audit exemption described above. In addition, the company will need to consider the size of the entire group of which it is a member and whether any member of the group makes the group ineligible. This involves looking at those entities both above and below itself in the group, as well as those in different branches of the group structure. You must determine the size of the entire group with reference to turnover and employee numbers. A company taking this audit exemption under section 451 will need to include a statement on its balance sheet as required by section 447 of CR 2020. If you are in doubt about the size of your group, please consult and seek professional advice. Dormant company If a company is dormant, section 455 of CR 2020 lists the conditions a company must meet to take an audit exemption. A company is only dormant during a financial period in which it has no significant accounting transactions. A company does not need to have its accounts audited for the financial year if either:

It has been dormant since incorporation, or
It has been dormant since the end of the previous financial year and the conditions provided
certain conditions are met.
The conditions for the exemptions are that the company must:
Be eligible to prepare accounts under the small companies regime; and
Not be required to prepare group accounts (I.e. it is not required to prepare consolidated
financial statements for a group).
A company taking this dormant audit exemption under section 455 will need to include a statement on its balance sheet as required by section 447. A financial institution is not eligible to claim the dormant company audit exemption. See Section 12 of this Guidance for more detail on dormant companies. Entities ineligible to claim exemption from audit A company is not eligible to claim an audit exemption if it is:
a publicly listed entity;
or a Financial Institution (other than a FinTech Participant).
A Financial Institution is one that is regulated by the FSRA.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 How to appoint an auditor An auditor must be appointed for each financial year, unless the directors reasonably resolve otherwise on the grounds that audited accounts are unlikely to be required. The rules are different for public and private companies, as follows. For public companies, the directors appoint the first auditor of the company. The auditor then holds office until the end of the first meeting of the company at which the directors lay its accounts before the members. At that meeting, the members can re-appoint the auditor, or appoint a different auditor, to hold office from the end of that meeting until the end of the next meeting at which the directors lay accounts. For private companies, the directors appoint the first auditor of the company. The members may then appoint or re-appoint an auditor each year at a meeting of the company's members, or by written resolution, within 28 days of the directors sending the accounts to the members. If they do not do so for a particular year, the appointed auditor remains in office until the members pass a resolution to reappoint or to remove them (members representing at least 5% of the company's voting rights, or fewer if the articles say so, can force the consideration of a resolution to remove an auditor). This provision about remaining in office does not apply if the auditor's most recent appointment was by the directors, or if the company's articles require annual appointment. What must an auditor's report include The auditor's report must include:

an introduction identifying the annual accounts that are the subject of the audit and the
financial reporting framework that has been applied in their preparation; and
a description of the scope of the audit identifying the auditing standards in accordance with
which the audit was conducted.
The report must state clearly whether, in the auditor's opinion, the annual accounts:
fairly present, in the case of an individual balance sheet, the state of affairs of the company
as at the end of the financial year;
fairly present, in the case of an individual profit and loss account, the profit or loss of the
company for the financial year;
fairly present, in the case of group accounts, the state of affairs as at the end of the financial
year and the profit or loss for the financial year of the undertakings included;
fairly present the consolidation as a whole, so far as concerns members of the company;
have been properly prepared in accordance with the relevant financial reporting framework;
and
have been prepared in accordance with the requirements of CR 2020 and the Companies
Regulations (International Accounting Standards) Rules 2015.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 The auditor's report must be either unqualified or qualified and may include a reference to any matters to which the auditors wish to draw attention by way of emphasis without qualifying the report. The auditors will qualify the report where either there has been a limitation on the scope of the auditors' work, or where there is a material disagreement between the company and the auditors about the accounts. Responsibility for signing the auditor's report The auditor must print their name, sign and date the report they provide to the company upon completion of the audit. The statutory auditor must sign the original auditor's report in their own name on behalf of the audit firm, and must also date the signature. The company must state the name of the statutory auditor in copies of the auditor's report which it publishes. Copies of the auditor's report delivered to the Registrar must state the names of the audit firm and the statutory auditor but need not be signed. Exemption from stating the auditor's name on the auditor's report If the company considers that there is a risk that the auditor or any other person would be at risk of serious violence or intimidation if the auditor's name (or the name of the statutory auditor who signed the report on the audit firm's behalf) appeared on filed or published copies of the report, it may pass a resolution to omit the name from those copies. The resolution must include:

the name and registered number of the company;
the financial year of the company to which the report relates; and
the name of the auditor and the name of the person who signed the report as auditor.
Requirements when choosing an auditor
An auditor must be independent of the company. Therefore, you cannot appoint a person as an auditor if they are:
an officer or employee of the company or an associated company; or
a partner or employee of such a person, or a partnership of which such a person is a partner.
The auditor must also be registered by the Registration Authority to be eligible for selection. The list of ADGM registered auditors is available here:
adgm.com/operating-in-adgm/auditors/find-an-auditor

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Auditors' duties The auditors' statutory duties are limited to checking that there are adequate books and records, and to reporting on the annual accounts. You should agree an engagement letter that sets out the scope of the auditor's engagement and the form of any reports that the auditor will make. Removal of auditors The members of a company may remove an auditor from office at any time during their term of office pursuant to section 479 of CR 2020. In this case, the company must provide a notice to the Registrar of the resolution removing the auditor from office (section 481 of CR 2020). A company that fails to deliver such notice is liable to a level 2 fine under Fines Scale as set out in the Administrative Regulations 2025. Although a company may remove an auditor from office at any time, the auditor may be entitled to compensation or damages for termination of appointment. Alternatively, a company may decide not to reappoint the auditor for a further term. For a private company, the deemed reappointment of an auditor may be prevented by the members by ordinary resolution, or if the company is notified to this effect by members representing at least 5% of the company's voting rights. The notices must be received before the end of the accounting reference period preceding the deemed reappointment.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
8. Micro-entity accounts
Within the small company classification there is a sub-classification called micro-entity, applicable to very small companies. Companies that do not meet the criteria for micro or small companies must prepare and submit full accounts. Micro-entities may prepare and file a balance sheet with a reduced set of information compared to that required of a small, medium or large company, and may benefit from the exemptions available to small companies (such as exemption from audit and from filing a directors' report or profit and loss account). Micro-entities still need to send accounts to their members and file them with the RA. Threshold conditions to qualify as a micro-entity A micro-entity must meet both of the following conditions:

turnover must be not more than USD 2.5 million; and
the average number of employees must be not more than 9.
Companies ineligible to prepare micro-entity accounts Regardless of satisfying the threshold, a company cannot prepare micro-entity accounts if it is (or was at any time during the financial year):
a public interest entity;
a financial institution (other than a FinTech Participant);
a member of an ineligible group (other than a FinTech Participant);
a parent company that prepares group accounts; or
a company that is not a parent but whose accounts are included in consolidated group
accounts.
A group is ineligible if any of its members is a:
public interest entity: or
a financial institution (other than a FinTech Participant).
Qualifying as a micro-entity each year
Generally, a company qualifies as a micro-entity in its first financial year if it fulfils the conditions in that year. In any subsequent years, a company must fulfil the conditions in that year and the year before. However, if a company which qualified as a micro-entity in one year no longer meets the criteria in the next year, it may continue to claim the exemptions available in the next year. If that company

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 then reverts back to being a micro-entity by meeting the criteria in the following year, the exemption will continue uninterrupted. Contents of micro-entity accounts A micro-entity must prepare:

a balance sheet that complies with CR 2020;
a directors' report;
a profit and loss account; and
an auditor's report unless claiming audit exemption as a small company.
The balance sheet must contain, in a prominent position above the director's signature and printed name, the statement: “The accounts have been prepared in accordance with the micro-entity provisions.” Micro-entities do not have to deliver a copy of the directors' report or the profit and loss account to the RA. Audit exemption for micro-entities A micro-entity may claim an audit exemption as a small company if it meets the qualification criteria for the exemption. Refer to Section 7 and 10 of this Guidance for information on audit exemptions.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
9. Small companies accounts
A small company can prepare and submit accounts according to the provisions in CR 2020, meaning it can choose to disclose less information than medium-sized and large companies. Threshold condition to qualify as a small company A small company must meet both of the following:

annual turnover must be not more than USD 13.5 million; and
the average number of employees must be not more than 35.
Example 8
Your SPV has no employees but has an annual turnover of USD 15 million. Hence it does not qualify as small, as only one of the two conditions is met (both conditions must be met). Companies ineligible to prepare small company accounts Regardless of satisfying the small company threshold, a company cannot prepare small company accounts if it is (or was at any time during the financial year):
a public interest entity;
a financial institution (other than a FinTech Participant); or
a member of an ineligible group (other than a FinTech Participant).
A group is ineligible if any of its members is a:
public interest entity: or
a financial institution (other than a FinTech Participant).
Qualifying as a small company each year
Generally, a company qualifies as small in its first accounting period if it fulfils the conditions in that period. In any subsequent periods, a company must fulfil the conditions in that period and the period before. However, if a company which qualified as small in one period no longer meets the criteria in the next period, it may continue to claim the exemptions available for the next period. If that company then reverts back to being small by meeting the criteria for the following period, the exemption will continue uninterrupted. For more information on the definition of small companies, refer to Section 6 - Determining your company size.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Contents of small company accounts Small company accounts prepared for members generally include:

a profit and loss account;
a balance sheet signed by a director on behalf of the board with the printed name of that
director;
notes to the accounts; and
group accounts (if a small parent company chooses to prepare them).
Small company accounts should also be accompanied by:
a directors' report that shows the signature of the secretary or director and their printed
name; and
an auditor's report that includes the printed name of the registered auditor (unless the
company qualifies for exemption from audit and takes advantage of that exemption). The balance sheet must contain, in a prominent position above the director's signature and printed name, a statement that the accounts have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime. Small companies do not have to deliver a copy of the directors' report or the profit and loss account to the RA. Other exemptions available to small companies Directors' report CR 2020 exempts small companies from preparing a directors' report. If a company takes advantage of the small companies' exemption in preparing the directors' report, it must contain a statement above the director's or secretary's signature and printed name to that effect. Audit Small companies may also usually claim exemption from audit. If a company meets the qualification criteria for the exemption, it may submit unaudited accounts. Refer to Section 7 of this Guidance for more information on audit and small companies. Special rules for small groups A parent company qualifies as a small company in relation to a financial year only if the group it heads qualifies as a small group. The qualifying conditions for a small group are aggregate turnover not more than USD 13.5 million net or USD 16.2 million gross, and aggregate employees not more than 35.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Note: An SPV that holds controlling interests in other entities (particularly operational entities) may fall within the definition of a parent company and therefore must consider whether its group satisfies the conditions to be a small group - please refer to the definitions of parent and subsidiary undertaking in CR 2020 for more information. Group accounts preparation exemption A parent company which qualifies as small need not prepare group accounts, or submit them to the RA, if the group is small. The parent company will still need to prepare and submit its own individual accounts.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
10. Audit exemption for small companies and micro-entities
There is exemption from having accounts audited for certain small companies, but only if they are eligible and wish to take advantage of it. If a company qualifies as a micro-entity then it also qualifies as a small company and may take advantage of this exemption. Entities ineligible to claim exemption from audit as a small company You must submit audited accounts to the RA if the (small) company is a public interest entity or a financial institution (other than a FinTech Participant). Requirement to claim the small company audit exemption If a small company qualifies for audit exemption, it may submit unaudited accounts to the RA. However, the balance sheet must contain wording to the effect of the following statements, written above the director's printed name and signature:

For the year ending (dd/mm/yyyy), the company was entitled to exemption from audit under
section 449 of CR 2020 relating to small companies.
The members have not required the company to obtain an audit of its financial statements for
the year in question in accordance with section 448.
The directors acknowledge their responsibilities for complying with the requirements of the
Regulations with respect to accounting records and the preparation of annual accounts.
These accounts have been prepared and delivered in accordance with the provisions
applicable to companies subject to the small companies / micro-entities regime (as applicable). Note - Corporate Tax. A small company that is a Qualifying Free Zone Person may still need an audit for Corporate Tax Law purposes even though it is exempt from audit under CR 2020. See
Section 21 of this Guidance.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
11. Medium-sized company accounts
As with a small company, a medium-sized company is determined by its turnover and average number of employees, and must prepare accounts according to the provisions applicable to mediumsized companies. Conditions to qualify as a medium-sized company

annual turnover must be no more than USD 68 million; and
the average number of employees must be no more than 75.
Companies ineligible to prepare medium-sized company accounts A company cannot be treated as medium-sized if it is (or was at any time during the financial year):
a public interest entity;
a financial institution; or
a member of an ineligible group.
A group is ineligible if any of its members is:
a public interest entity; or
a financial institution.
Qualifying as a medium-sized company each year Generally, a company qualifies as 'medium-sized' in its first accounting period if it fulfils the conditions in that period. In any subsequent period, a company must fulfil the conditions in that period and the period before. However, if a company which qualified as medium-sized in one period no longer meets the criteria in the next period, it may continue to claim the exemptions available for the following period. If the company then reverts back to being medium-sized by meeting the criteria, the exemption will continue uninterrupted. Contents of medium-sized company accounts Medium-sized accounts must include:
a profit and loss account;
a balance sheet showing the printed name and signature of a director;
notes to the accounts; and
group accounts (if appropriate).

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 The accounts must be accompanied by:

a directors' report showing the printed name of the approving secretary or director; and
an auditor's report including the name of the registered auditor (unless exempt).
A medium-sized company must deliver all the constituent parts of its accounts to the RA. Medium-sized groups A parent company qualifies as medium-sized only if the group it heads qualifies as a medium-sized group (aggregate turnover not more than USD 68 million net or USD 81.5 million gross, and aggregate employees not more than 75). A medium-sized parent company must prepare group accounts and submit them to the RA.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
12. Dormant company accounts
Generally, all limited companies, whether they trade or not, must prepare and deliver accounts to the RA. One exemption applies to dormant subsidiaries. In addition, dormant companies may be eligible for an exemption from audit. A company is dormant if it has had no 'significant accounting transactions' during the accounting period. When determining whether a company is dormant you can disregard payment for shares taken by initial members on formation, fees paid to the Registrar for a change of name, reregistration or filing a confirmation statement, and payment of a penalty for late filing of accounts. Note: Even if a company has not traded since incorporation, it may not meet the statutory definition of dormant. Dormant subsidiary exemption A dormant company that is also a subsidiary may, in certain circumstances, claim exemption from the requirement to prepare and file its accounts with the RA if it has been dormant throughout the financial year; it is itself a subsidiary undertaking; the conditions at section 384 of CR 2020 (exemption from preparation) are satisfied; and the conditions at section 423 of CR 2020 (exemption from filing) are satisfied. To claim the exemption from filing a dormant subsidiary's accounts you must send the RA a package of three documents:

a written notice of agreement by the subsidiary's members;
a statement of guarantee from the parent company; and
a copy of the parent company's consolidated accounts (which must include the auditor's
report and the consolidated annual report).
The package must be filed via the ORS. The statement of guarantee must specify the name and registered number of the parent and of the subsidiary, the date of the statement, and the financial year to which the guarantee relates. A dormant subsidiary cannot claim exemption if at any time in the financial year it was:
a public interest entity;
a financial institution (other than a FinTech Participant); or
a member of an ineligible group.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Dormant company audit exemption A dormant company may claim exemption from audit for a financial year if:

it has been dormant since its formation; or
it has been dormant since the end of the previous financial year and the following conditions
are met:
the company is entitled to prepare individual accounts under the small companies
regime: and
is not required to prepare group accounts.
A financial institution is not eligible to claim the dormant company audit exemption. The balance sheet must contain the required exemption statements (referencing section 455 of CR

above the director's printed name and signature.
Note - Corporate Tax. A dormant company that is a Qualifying Free Zone Person may still need audited financial statements for Corporate Tax purposes regardless of its dormant status. See
Section 21 of this Guidance.
Dormant companies that start trading again
A company ceases to be exempt from audit as a dormant company if it begins commercial or trading activities, or would no longer qualify for some other reason. If so, you may need to submit full accounts for the financial year in which the company ceased to be exempt, and the directors may need to appoint auditors. Dormant companies have the same time allowed for filing accounts as other companies, and the same penalties for late filing apply.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
13. Filing accounts with the Registration Authority
All private limited and public limited companies must file their accounts with the RA, except for Restricted Scope Companies (RSCs) and dormant subsidiaries. Private unlimited companies are not required to file accounts (subject to conditions). You must file a copy of the accounts that you have already prepared for the members / shareholders. The Online Registry Solution (ORS) ORS. Accounts are filed through the Online Registry Solution (ORS) at newreg.adgm.com. The RA does not accept paper account filings. Accepted on submission. Accounts filings are submission-based and are accepted by the Registrar on submission. The RA does not pre-review or pre-approve accounts before they are accepted as filed. This does not change your statutory obligations: you remain responsible for filing complete, compliant accounts by your deadline, and the RA may still take action in respect of defective accounts (see Section 16 of this Guidance). How to file your accounts File your accounts digitally through the ORS at newreg.adgm.com. After logging in:
Step 1. Log into the Online Registry Solution.
Step 2. Select 'Maintain Company'.
Step 3. Select 'Lodge Annual Accounts' from the drop-down menu.
Step 4. Complete the required information fields (see below), then upload the accounts. Step 5. Review the declaration that the information is true and complete, then click 'Submit'. Information you must provide at the time of filing When lodging annual accounts through the ORS, reporting entities must provide structured information in addition to uploading the accounts. This information improves data quality and consistency and supports risk-based regulatory monitoring. You should gather it before you begin filing. Category Information required Financial period Start date and end date of the accounts period. Type of accounts Whether the accounts are audited or unaudited; and whether group (consolidated) accounts are being submitted. Audit information (where audited)

Name of the audit firm;
Name of the individual signing the audit report;
Type of audit opinion issued;

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Category Information required

Audit fee for the ADGM standalone entity; and
Audit fee for the group, where group accounts are submitted.
Core financial and staffing data
Revenue of the ADGM entity on a standalone basis;
Group revenue on a consolidated basis, where applicable;
Number of employees of the ADGM entity; and
Group employee numbers, where applicable.
Currency Confirmation of whether the accounts are prepared in USD. Where another currency is used, an explanation is required. Period length validation. The ORS validates the financial period to ensure it is no shorter than 6 months and no longer than 18 months, consistent with the statutory requirements. Entities exempted from filing accounts Restricted Scope Companies Provided that RSCs do not publish their accounts, they are exempted from filing accounts with the RA. Dormant subsidiaries Qualifying dormant subsidiaries are exempt from filing their own accounts but must deliver their parent company's consolidated accounts and a guarantee. Refer to Section 12 of this Guidance for more information. Unlimited companies Unlimited companies must prepare annual financial statements but are not required to deliver accounts to the RA unless, at any time during a financial year: the company was or became a subsidiary undertaking or a parent of a limited undertaking; the company is a financial institution or the parent of a group that includes a financial institution; or each of the members of the company is a limited company (or another unlimited company whose members are limited companies). The liability of shareholders of an unlimited company is not limited. Filing your accounts in a language other than English If you prepare accounts in a language other than English, you must also file them with a certified translation into English.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
14. Deadlines for filing accounts
Unless you are filing your company's first accounts, the time normally allowed for delivering accounts to the RA (under section 416 of CR 2020) is:

9 months from the accounting reference date for a private company; or
6 months from the accounting reference date for a public company.
Example 9
Your private company has an accounting reference date of 31 December. Hence the deadline to file accounts is 30 September the following year. A period of months after a given date ends on the corresponding date in the appropriate month. Example 10 A private company with an accounting reference date of 4 April has until 11:59pm on 4 January of the following year to deliver its accounts (i.e. not 31 January). If a filing deadline falls on a weekend or public holiday, you have until the end of the next business day to file the accounts. To avoid a late filing penalty, make sure you file acceptable accounts before the deadline. Acceptable accounts are accounts that meet the relevant legal requirements. Filing periods for newly incorporated companies (Section 416 of CR 2020) Newly incorporated companies need to pay particular attention to their first filing deadline, because their first accounting reference period is often not exactly 12 months. The rules depend on whether the first period is longer than 12 months or shorter than, 12 months. First accounts covering a LONG period (more than 12 months) If your company's first accounts cover a period of more than 12 months, you must deliver them to the RA within the later of:
9 months from the first anniversary of incorporation for a private company (or 6 months for
a public company); or
3 months from the end of the accounting reference period.
In practice, for most new private companies with a long first period, the deadline is 9 months from the first anniversary of incorporation, because that date falls later than 3 months after the period end.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Example 11 - Long first period A private company is incorporated on 30 September 2026 with an ARD of 31 December. Its first accounting reference period runs from 30 September 2026 to 31 December 2027 - a 15-month period. Deadline calculation: 9 months from the first anniversary of incorporation (30 September 2027) = 30 June 2028; OR 3 months from the period end (31 December 2027) = 31 March 2028. The later date applies. Result: The company has until 11:59pm on 30 June 2028 to deliver its first accounts. First accounts covering a period of 12 months or less (a SHORT or standard first period) If your company's first accounts cover a period of 12 months or less, the normal times allowed for delivering accounts apply (9 months from the ARD for a private company; 6 months for a public company). Example 12 - Short first period A private company is incorporated on 1 October 2026 and chooses an ARD of 31 December. Its first accounting reference period runs from 1 October 2026 to 31 December 2026 - a 3-month period. (Note: because this would be less than 6 months, the ARD rules in Section 3 mean the first ARD is deferred; if instead the company chose an ARD giving a first period of, say, 10 months, that period is 12 months or less and the normal rule applies.) Result: For a first period of 12 months or less, the deadline is simply 9 months after the ARD - the same as for any later year. Tip: To help calculate the first filing deadline, the RA has published an Annual Accounts Due Date Calculator (First Accounting Reference Period) in the 'Guidance for registered entities'
section of the ADGM website.
Deadline if you have shortened your accounting period When a company shortens its accounting period, the new filing deadline is the later of:

9 months for a private company (or 6 months for a public company) from the new accounting
reference date; or
3 months from the date of receipt of the notice of change by the Registrar.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
15. Applying for extra time to file your accounts
Consolidated guidance. This Section consolidates and replaces the Registration Authority's separate Guidance on Applications for Accounts Filing Extensions (September 2024), which has been retired. The extension process is now fully automated in the Online Registry Solution, as explained below. The information in this Section applies to ADGM companies and, under Rule 21 of LLPR 2026, to limited liability partnerships. You can apply for an extension to file your company's accounts if you have a special reason. A special reason would include an unforeseen event outside the company's control that prevents the company from filing its accounts by the filing deadline; for example, the unexpected illness of a key individual essential to the filing, or a fire destroying company records. Registrar's power to grant extensions Under section 416 of CR 2020 (and Rule 21 of LLPR 2026 for LLPs), the Registrar may approve an application to extend the filing timeframe for periods of up to 3 months. An extension will not extend the period for filing to more than 12 months after the end of the company's relevant accounting period. You must apply before your original filing deadline Period allowed for requesting an extension. You must submit your extension request before your original filing deadline, together with a full explanation of why you need the extension. An application made after the filing deadline has passed cannot be accepted and will be rejected. Apply early. Extensions are now automated in the ORS Key change. The accounts filing extension process is now fully automated in ORS. When you submit a valid extension request through the ORS before your filing deadline, the extension is applied automatically, you no longer have to wait for the Registrar to review and approve the request before it takes effect. What this means for you: Submit the extension request through the ORS before your original deadline, then file your accounts before the new (extended) deadline. You will not receive a late filing penalty if you file your accounts before the extended deadline. How to apply Apply to extend your accounts filing deadline by completing the relevant request through the ORS at newreg.adgm.com, before your original filing deadline.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Important points to note

If you do not apply for an extension and your accounts are filed late, your company will be
liable to a fine. The Registrar does not have the discretion to waive the collection of a penalty.
If the extension is granted, it does not change the ordinary filing deadline for your company's
future account filings.
Failure to file accounts is an offence under CR 2020 (and LLPR 2026 for LLPs). If a
company does not comply and the Registrar believes it is no longer carrying on business or in operation, the Registrar may strike it off the register and dissolve it. All directors / members may be liable to a fine, along with the company.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
16. Revisions to accounts
Errors in accounts and reports can occur for a variety of reasons. Often, errors can be corrected in the next financial statements, material errors through a prior period adjustment and non-material errors through an adjustment in the current year figures. However, there may be circumstances where the directors wish to revise the financial statements, or have been encouraged to do so by the RA. Generally, defective accounts are those that do not comply with CR 2020 or, when applicable, IAS as defined in the Companies Regulations (International Accounting Standards) Rules 2015. When revision is required, there are rules to follow in CR 2020. Revised or amended accounts must be sent to the RA and must be for the same period as the original accounts. You must clearly say in your new accounts that they:

replace the original accounts;
are now the statutory accounts;
and are prepared as they were at the date of the original accounts.
Write “revised” on the front so the RA knows your accounts are not duplicates. The original accounts will remain on file with the RA. If you only want to amend one part, you need to send a note saying what has been changed, signed by a director and filed with a copy of the original accounts.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
17. Accounts of Restricted Scope Companies that re-register
In ADGM, CR 2020 provides for a class of private limited company referred to as a Restricted Scope Company (RSC). Certain eligibility criteria apply, and RSCs are subject to reduced disclosure requirements. Provided that an RSC does not publish its accounts, it is exempt from filing them with the RA. It is possible to re-register an existing RSC as an 'ordinary' private limited company. Under subsection 99(4) of CR 2020, an RSC becomes a non-RSC company from the date of issuance of a new certificate of incorporation. From that date, the company can no longer use the exemption from filing accounts, and that date marks the commencement of the company's financial year (accounting reference period) as a non-RSC. An RSC that re-registers will have its financial year as an RSC end on the day prior to the new certificate of incorporation being issued, regardless of its existing ARD, and it commences a new financial year as a non-RSC from the date the certificate is issued. Example 13 Your company is incorporated as an RSC on 1 January 2026, with an ARD of 31 December. The RSC's first accounts cover 1 January 2026 to 31 December 2026, and as an RSC the company is exempt from filing those accounts. Later, the RSC's members decide to re-register as a non-RSC company and the RA issues a new certificate of incorporation on 1 August 2027. The company prepares accounts for 1 January 2027 to 31 July 2027; as it was an RSC during that time, it is exempt from filing those accounts. The company's financial year now changes to start from 1 August 2027. Given the requirement for a financial year to have a minimum 6-month duration, the first financial year as a non-RSC will be from 1 August 2027 to 31 December 2028 (not 31 December 2027). These and all subsequent accounts as a non-RSC must be filed with the RA (unless another exemption applies).

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
18. Companies continuing into ADGM from another jurisdiction
Part 7 of CR 2020 provides for a company in another jurisdiction to be continued into ADGM (also
known as company migration). When a company is continued into ADGM it does not create a new company; rather the existing company continues in existence, and its assets, rights, obligations and liabilities are not affected by the continuation. When a company continues into ADGM, its financial year continues with it. This means the continued company's current financial year started from the end of the last period in the previous jurisdiction and ends on its existing ARD. Example 14 Your company was incorporated in the British Virgin Islands with an ARD of 31 December. You decide to continue the company into ADGM and the application is processed with a continuation date of 1 July 2026. Regardless of the continuation, the company's financial year commenced on 1 January 2026 and ends on 31 December 2026. You will prepare one set of accounts covering 1 January 2026 to 31 December 2026 and file them with the RA (unless exempt). Continued companies should consider the accounting standards under which the accounts are prepared (CR 2020 requires IAS), any tax liabilities in the 'exited' jurisdiction, disclosure notes about the continuance, and how any audit would be carried out on the part of the accounts representing activities in the 'exited' jurisdiction. Note: The Registration Authority cannot give technical or legal advice on the above matters. The Registration Authority can only give general guidance. If your company has migrated into ADGM, you may wish to consider consulting a professional for further advice on accounts obligations.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
19. Cell companies
Part 36 of CR 2020 provides for the incorporation of cell companies including Protected Cell
Companies (PCCs) and Incorporated Cell Companies (ICCs), and sets out their accounts obligations. The requirement to keep accounting records does not apply to the cell of a cell company; however, the cell company must keep records sufficient to show and explain a cell's transactions. The duty to prepare individual accounts and group accounts in CR 2020 does not apply to cell companies. However, a cell company must prepare separate accounts, in accordance with section 383 of CR 2020, that fairly present the profit and loss of each cell of the company for the period; the state of each cell's affairs at the end of the period (considering only the assets and liabilities attributable to each cell); and comply with any other applicable requirement in CR 2020 (including audit). The accounts referred to above are not required to be filed with the RA.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
20. DLT Foundations - accounts and audit
This section sets out the accounting, audit and filing requirements for DLT Foundations under the DLT Foundations Regulations 2023 (enacted 2 October 2023). These requirements are separate from, but broadly mirror, the framework in CR 2020. DLT Foundations A DLT Foundation is a separate legal person established under the DLT Foundations Regulations 2023 to use, deploy, develop, facilitate or support distributed ledger technology, or to issue tokens. DLT Foundations are managed by a council of councillors (a minimum of 2 and a maximum of 16). References in this section to 'councillors' are the equivalent of references to 'directors' in the rest of this Guidance. Accounting records and financial year A DLT Foundation must keep adequate accounting records (section 41 of the DLT Foundations Regulations 2023). Its financial year and accounting reference periods are determined in a manner equivalent to companies (sections 42 to 43 DLT Foundations Regulations 2023): the first financial year begins on the first day of its first accounting reference period and ends on the last day of that period (or up to 7 days either side). A DLT Foundation may alter its accounting reference date by notice to the Registrar (section 44 DLT Foundations Regulations 2023), subject to limits equivalent to those described in Section 3 of this Guidance. Annual accounts must be audited No audit exemption. DLT Foundations do not have an audit exemption that can be availed regardless of size or whether dormant in the year. The DLT Foundation must appoint an auditor who is eligible for appointment under the ADGM Companies Regulations 2020; that is, an ADGM registered auditor. The auditor must be independent of the DLT Foundation. Duty to file with the Registrar The councillors of a DLT Foundation must deliver to the Registrar, for each financial year, the DLT Foundation's annual accounts and auditor's reports (section 51 DLT Foundations Regulations 2023). Annual accounts filed with the Registrar are subject to public disclosure by the Registrar. A DLT Foundation must also publish its audited annual accounts on its own website. Period allowed for filing The period for filing a DLT Foundation's annual accounts and auditor's reports (section 52 DLT Foundations Regulations 2023) is:

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026

9 months after the end of the relevant accounting reference period (the standard rule).
Where the first accounting reference period is more than 12 months: the later of 9 months
from the first anniversary of registration, or 3 months after the end of the accounting reference period.
Where the period has been shortened: the later of the applicable period above, or 3 months
from the date of the notice of change.
For a special reason, the Registrar may on an application made before the period expires extend the period for filing by notice. Any extension must not extend the filing period to more than 12 months after the end of the relevant accounting reference period. DLT Foundations file through the Online Registry Solution (newreg.adgm.com).

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
21. Qualifying Free Zone Persons (QFZPs) - accounts and audit
under UAE Corporate Tax
This section summarises how the UAE Corporate Tax audit requirement interacts with ADGM accounts obligations. It is based on the RA's 2025 guidance, 'Financial statements for ADGM entities that are Qualifying Free Zone Persons under UAE Corporate Tax Law'. For full details, read that guidance together with this Section. Background - UAE Corporate Tax and Free Zones Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses (the Corporate Tax Law) provides the legislative basis for a federal tax on corporations and business profits in the UAE, including Free Zones, for tax periods commencing on or after 1 June 2023. The Corporate Tax Law enables Free Zone companies and branches that meet certain conditions to benefit from a 0% Corporate Tax rate on their Qualifying Income, subject to satisfying the conditions for being a Qualifying Free Zone Person (QFZP). Audit requirement for QFZPs Key point. To benefit from the 0% Corporate Tax rate, a QFZP must prepare and maintain audited financial statements - regardless of its revenue. This requirement applies even if the QFZP's revenue is below AED 50 million, and regardless of its size or dormancy status under CR 2020, or if the company would normally qualify for an audit exemption. The audit requirement for QFZPs derives from Article 54(2) of the Corporate Tax Law, read with the relevant Ministerial Decisions (including those applicable to financial years ending before 1 January 2025 and to financial years commencing on or after 1 January 2025). ADGM companies should refer to the Corporate Tax Law and associated guidance published by the UAE Federal Tax Authority for the definitions, conditions and criteria, and may wish to consult a professional for Corporate Tax advice. Interaction with ADGM accounts and audit obligations Under CR 2020, ADGM companies that are subject to the small companies' regime, subsidiary companies whose parent is an ADGM company, and dormant companies may be eligible for an exemption from audit, provided the relevant conditions are met in full. However, where such a company meets the criteria of a QFZP and wishes to qualify for the 0% Corporate Tax rate, it will need to maintain audited accounts regardless of its size, subsidiary status or dormancy. Any audit of an ADGM company's accounts must be carried out by an ADGM registered auditor, regardless of the purpose for which the accounts are audited (sections 1031 and 1032 of CR 2020).

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Filing audited accounts. IFRS does not permit a company to prepare and maintain two separate sets of general-purpose financial statements. Therefore, where an ADGM small company has prepared general-purpose audited financial statements (for example, to meet the QFZP requirement), those audited financial statements must be filed with the Registrar. Note: ADGM companies should refer to the UAE Corporate Tax Law and associated guidance published by the UAE Federal Tax Authority for more information on QFZPs, Qualifying Activities, definitions, conditions and criteria. You may wish to consider consulting a professional if you need corporate tax advice.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
22. Environmental, Social and Governance (ESG) disclosures
This section summarises the ESG Disclosures Framework set out in sections 399A to 399D of CR 2020 (enacted on 21 June 2023 as part of ADGM's Sustainable Finance Regulatory Framework). For full details, read the RA's Environmental, Social and Governance Disclosures Guidance together with this Section. Overview The ESG Disclosures Framework promotes transparency by ADGM companies on environmental, social and governance factors, using a globally recognised disclosures standard, and supports the UAE's net zero by 2050 strategy. It operates on a flexible 'comply or explain' basis for in-scope companies and may be adopted voluntarily by any ADGM entity. Who is in scope - the Threshold Conditions An ADGM company must comply with (or explain non-compliance with) the ESG Disclosures Framework if it meets one or more of the Threshold Conditions in section 399A(2) of CR 2020, namely:

Turnover threshold: the company's annual turnover exceeds USD 68 million; or
AUM threshold: the company is an FSRA-licensed fund manager or asset manager with
assets under management exceeding USD 6 billion at any time during the financial year. The disclosure requirement no longer applies to a company that ceases to meet the Threshold Conditions for two consecutive financial years, until it meets the threshold again. Entities out of scope (may comply voluntarily) The following are out of scope of the mandatory framework or expressly exempted, but may choose to comply voluntarily: Foundations (including DLT Foundations), limited liability partnerships, partnerships, Restricted Scope Companies, publicly listed entities that already make equivalent disclosures, and investment companies. When to comply In-scope companies are generally required to comply from the third year following their incorporation or continuance into ADGM, provided they meet the Threshold Conditions. This onboarding period gives newly established companies time to prepare for ESG reporting. Comply or explain The RA expects in-scope companies to submit ESG Disclosures, however it is acknowledges that it may take time to develop necessary systems and controls. The ESG Disclosures Framework offers flexibility through its ‘comply or explain’ approach, which is designed to encourage companies to develop governance processes and practices that are the most suitable for their particular circumstances and to report them in a meaningful way.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 An in-scope company must either submit an ESG disclosure, or submit to the Registrar a clear and reasoned explanation why it has chosen not to do so. The RA monitors whether the 'comply or explain' approach is achieving its intended outcomes and may decide in future to make ESG disclosures mandatory. Disclosures standard Where a company chooses to comply, its disclosures must be in accordance with a globally recognised standard - for example the Global Reporting Initiative (GRI), the International Sustainability Standards Board (ISSB), the Task Force on Climate-related Financial Disclosures (TCFD), CDP, or the UN Sustainable Development Goals. How and when to submit ESG disclosures must be submitted together with the company's annual accounts, or in a separate document accompanying the annual accounts, to the Registrar through the Online Registry Solution (newreg.adgm.com). A company included in the group annual accounts of a larger group that makes equivalent disclosures may be exempt - refer to the ESG Disclosures Guidance for the group provisions. Note: This section is a summary only. For the Threshold Conditions, calculation of AUM, group provisions, submission timing and publication requirements, read sections 399A to 399D of CR 2020 together with the RA's Environmental, Social and Governance Disclosures Guidance.

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
23. Public Interest Entities (PIEs)
This section explains the Registrar's power to designate certain companies as Public Interest Entities (PIEs) and what that designation means for your company's audit. What is a Public Interest Entity? A Public Interest Entity (PIE) is a company that is considered to be of particular significance to the economy. ADGM Public Limited Companies (PLCs) that are listed on an investment exchange are automatically treated as PIEs by the ADGM Registration Authority. The Registrar's power to designate PIEs Under section 372(2)(b) of CR 2020, the Board has the power to designate certain privately owned entities that are of significance to the economy and that are not listed on an investment exchange as Public Interest Entities. The Board has delegated this designation power to the Registrar. The Registrar will use the following criteria, on a case-by-case basis, to determine when to exercise this power:

group turnover of US$ 750 million or more; or
group employees of 750 or more.
Meeting these criteria does not, by itself, make a company a PIE - the designation is made by the Registrar on a case-by-case basis. A company that is designated as a PIE will be contacted by the ADGM Registration Authority to notify the company's board of directors and its current auditor of the change in status. What designation as a PIE means for your company Key point - your auditor must hold a Public Audit permit. If your company is designated as a Public Interest Entity, you must ensure that your auditor holds a permit to audit public interest entities. Not every ADGM registered auditor holds this permit, so a designated PIE may need to appoint an auditor that is specifically permitted to audit public interest entities. In addition, a public interest entity cannot prepare accounts under the micro-entity, small or mediumsized company regimes, and cannot claim exemption from audit (see Sections 6 to 12 of this guidance). A PIE's annual accounts must be audited. For the current criteria and further information on Public Interest Entities, please refer to the ADGM website: adgm.com/operating-in-adgm/auditors/public-interest-entities

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026
24. Further information
Relevant legislation
The relevant ADGM legislation regarding accounts for limited companies is CR 2020; for LLPs, the LLPR 2026; and for DLT Foundations, the DLT Foundations Regulations 2023. You can access ADGM legislation here: en.adgm.thomsonreuters.com/rulebook/commercial-legislation Further guidance

Annual accounts page: adgm.com/operating-in-adgm/obligations-of-adgm-registeredentities/annual-filings/annual-accounts
Find an ADGM registered auditor: adgm.com/operating-in-adgm/auditors/find-an-auditor
Public Interest Entities - criteria and further information (referenced in Section 23):
adgm.com/operating-in-adgm/auditors/public-interest-entities
IFRS Accounting Standards: www.ifrs.org
Guidance on Financial Statements for ADGM Qualifying Free Zone Persons (referenced in
Section 21 of this Guidance).
ESG Disclosures Framework and Environmental, Social and Governance Disclosures
Guidance (referenced in Section 22): adgm.com/operating-in-adgm/obligations-of-adgmregistered-entities/esg-disclosures-framework
Accounts filing extensions are dealt with in Section 15 of this Guidance, which has replaced
the separate (now retired) Guidance on Applications for Accounts Filing Extensions.
Small company accounts template - a template for a small company (unaudited) balance
sheet, notes and audit-exemption statements can be downloaded from the ADGM Guidance, Templates and Policy Statements page: adgm.com/legal-framework/guidance-and-policystatements

ADGM Registration Authority - Annual Accounts Guidance VER2.0, 2026 Disclaimer Note: The Registration Authority (RA) cannot provide accounting, technical, or legal advice in relation to your specific circumstances, accounts, or reporting obligations. The RA can only provide general guidance. As compliance with applicable accounting and reporting requirements may involve legal, accounting, and technical considerations, you should seek independent professional advice where appropriate. This Guidance is provided for general information purposes only and is non-binding. It should be read in conjunction with the applicable legislation, in particular the ADGM Companies Regulations 2020, the DLT Foundations Regulations 2023, the Limited Liability Partnership Rules 2026, and any other relevant legislation rules or guidance, as amended from time to time. Nothing in this Guidance constitutes legal, accounting, technical, or other professional advice, and it should not be relied upon as a substitute for advice tailored to any particular circumstances. Any reliance placed on this Guidance is at your own risk. To the fullest extent permitted by law, the RA makes no representation or warranty, express or implied, as to the accuracy, completeness, currency, correctness, or suitability of the information contained in this Guidance and accepts no liability for any loss or damage arising from its use or reliance upon it.