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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Accelerated filer ☐
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Non-accelerated filer ☐
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Emerging growth company
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by the International Accounting Standards Board
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Annual Vodafone Report Group on Form Plc 20-F 2025 everyone.connected
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Vodafone Group Plc Annual Report on Form 20-F 2025 |
Strategic report | Governance | Financials | Other information | ||||||
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Welcome to our Annual Report on Form 20-F 2025
This constitutes the Annual Report on Form 20-F of Vodafone Group Plc (the ‘Company’) in accordance with the requirements of the US Securities and Exchange Commission (the ‘SEC’) for the year ended 31 March 2025. This document contains certain information set out within the Company’s Annual Report in accordance with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’). The content of the Group’s website (www.vodafone.com) and any other website referenced in this document is not incorporated into this document and should not be considered to form part of this Annual Report on Form 20-F. |
In this report |
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Strategic report |
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| 1 | FY25 highlights | |||||||||||||
| 2 | About Vodafone | |||||||||||||
| 3 | Business model | |||||||||||||
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6 |
Key performance indicators |
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| 8 | Chair’s message | |||||||||||||
| 9 | Chief Executive’s statement and strategic roadmap | |||||||||||||
| 10 | Mega trends | |||||||||||||
| 11 | Stakeholder engagement | |||||||||||||
| 14 | Our people strategy | |||||||||||||
| 19 | Our financial performance | |||||||||||||
| 30 | Purpose, sustainability and responsible business | |||||||||||||
| 31 | ESG governance structure and reporting | |||||||||||||
| 34 | Protecting the Planet | |||||||||||||
| 39 | Empowering people | |||||||||||||
| 42 | Maintaining trust | |||||||||||||
| 44 | – Human rights | |||||||||||||
| 46 | – Privacy, security and resilience | |||||||||||||
| 53 | Non-financial information | |||||||||||||
| 55 | Our principle risks and uncertainties | |||||||||||||
| 60 | Risk management | |||||||||||||
| 61 | Climate-related risk | |||||||||||||
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Governance |
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| 67 | Governance at a glance | |||||||||||||
| 68 | Chair’s governance statement | |||||||||||||
| 70 | Our governance structure and responsibilities | |||||||||||||
| 73 | Our Board | |||||||||||||
| 77 | Our Executive Committee | |||||||||||||
| 78 | Culture and the Board | |||||||||||||
| 79 | Board activities and effectiveness | |||||||||||||
| 83 | Nominations and Governance Committee | |||||||||||||
| 86 | Audit and Risk Committee | |||||||||||||
| 92 | Technology Committee | |||||||||||||
| 93 | ESG Committee | |||||||||||||
| 94 | Remuneration Committee | |||||||||||||
| 97 | Annual Report on Remuneration | |||||||||||||
| 107 | Remuneration Policy | |||||||||||||
| 113 | US listing requirements | |||||||||||||
| 114 | Directors’ report | |||||||||||||
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New shape of the Group As part of right-sizing our portfolio for growth, the disposals of Vodafone Spain and Vodafone Italy completed on 31 May 2024 and 31 December 2024, respectively. The results of Vodafone Spain and Vodafone Italy were reported as discontinued operations in the prior year ended 31 March 2024 and through to the date of disposal during the year ended 31 March 2025.
Environmental, Social and Governance (‘ESG’) reporting This year we have simplified our ESG reporting in the Annual Report as we have focused on embedding our purpose strategy across the business. We also report against a number of voluntary reporting frameworks to help our stakeholders understand our sustainable business performance. Disclosures prepared in accordance with the Global Reporting Initiative (‘GRI’) and Sustainability Accounting Standards Board (‘SASB’) guidance can be found in our ESG Addendum and on our website.
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Financials |
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| 116 | Reporting on our financial performance | |||||||||||||
| 117 | Directors’ statement of responsibility | |||||||||||||
| 119 | Report of independent registered public accounting firm | |||||||||||||
| 127 | Consolidated financial statements and notes | |||||||||||||
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Other information |
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| 213 | Non-GAAP measures | |||||||||||||
| 223 | Shareholder information | |||||||||||||
| 229 | History and development, and regulation | |||||||||||||
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Read more in the report | 236 | Form 20-F cross reference guide | |||||||||||
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Click to see related content online |
240 |
Forward-looking statements |
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Click to watch related content |
241
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Definition of terms
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| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 1 | |||||
FY25 highlights
FY25 results
Our financial performance was in line with expectations for the year.
Highlights
€4.5c
Full year dividend per share
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Read more about our financial performance in FY25 on pages 19 to 29 |
Notes:
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1. |
Opex and productivity targets have been restated to reflect the disposals of Vodafone Italy and Vodafone Spain. |
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2. |
This is a non-GAAP measures. See page 213 for more information. |
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3. |
As at October’24 2024. |
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4. |
Organic growth. See page 214 for more information. |
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5. |
The employee engagement index is based on an average index of responses to three questions: satisfaction working at Vodafone; experiencing positive emotions at work; and recommending us as an employer. |
Organic service revenue growth 2
| – |
Decline in Germany more than offset by growth across rest of Europe, Africa & Türkiye |
| – |
Vodafone Business accelerating throughout the year (Q4: +5.1%) |
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Group |
Service revenue growth
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Group |
| 2 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
About Vodafone
We are a leading European and African telecommunications company transforming the way
our customers live and work through our technology, platforms, products and services.
Where we operate
We provide mobile and fixed services to over 275 million customers in 15 countries and have over 51 million FinTech users. Through our joint ventures and associates we serve a further 66 million customers and 37 million FinTech users across five countries. We also partner with mobile networks in over 40 countries outside our footprint. Our portfolio of local markets is supported by corporate services and shared operations, which deliver benefits through scale and standardisation.
How we are structured and what we sell
Our business comprises of infrastructure assets, shared operations, growth platforms, and retail and service operations. Our retail and service operations are split across three broad business lines: Vodafone Business, Europe Consumer and Africa Consumer.
Core connectivity products and services in fixed and mobile account for the majority of our revenue. However, our portfolio also includes high return growth areas that leverage and complement our core connectivity business, such as digital services, the Internet of Things (‘IoT’) and financial services. We market and sell through digital and physical channels.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 3 | |||||
Business model
We operate in growing markets, where we hold strong positions with good local scale. We have a sustainable and predictable financial profile, and have compelling structural drivers in Vodafone Business, Africa and in our portfolio of investments.
| 4 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
At Vodafone our purpose is to connect everyone
We are a leading European and African telecoms company. We provide mobile and fixed services to over 340 million
customers, partner with mobile networks in over 40 more and have one of the world’s largest IoT platforms.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 5 | |||||
Operating in a rapidly changing industry
| Our governance | Mega trends | |||||||||||||
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Governance The Board held seven scheduled meetings this year. Discussion focused on strategy, including the turnaround plan in Germany, business developments and financial performance, purpose and culture, our people and stakeholder interests, in view of our three strategic priorities.
The Nominations and Governance Committee monitors the composition, size and structure of the Board and its Committee to ensure that there is an appropriate balance of skills, knowledge, experience and diversity so that responsibilities can be discharged effectively.
The Audit and Risk Committee oversees the governance of the Group’s risk management system, financial reporting, the external audit process, internal control and related assurance processes.
The Technology Committee supports the Board with fulfilling the technology strategy for the Group, including assessing risks and exploring new innovations for future growth.
The ESG Committee oversees our Environmental, Social and Governance (‘ESG’) programme, including our purpose, sustainability and responsible business practices, and our contribution to the societies we operate in under our social contract.
The Remuneration Committee advises the Board on policies for executive remuneration and reward packages for the Chair, executives and senior management team.
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Principal risks and uncertainties Risks are not static and as the environment changes, so do risks – some diminish or increase, while new risks appear. We continuously review and improve our risk processes in order to ensure that the Company has the appropriate level of support in meeting its strategic objectives.
Our risk framework clearly defines roles and responsibilities, and sets out a consistent end-to-end process for identifying and managing risks. We have embedded the risk framework across the Group as this allows us to take a holistic approach and to make meaningful comparisons. Our approach is continuously enhanced, enabling more dynamic risk detection and use of data, all of which are improving our risk visibility and our responses.
Our Board oversees principal and emerging risks , which are reported to the various management committees and the Board throughout the year. Additionally, risk owners are invited to present in-depth reviews to ensure that risks are continuously monitored, and appropriate treatment plans are implemented to bring each risk within an acceptable tolerance level.
This has been another good year for innovation at Vodafone with 161 new patent applications, bringing the size of our patent portfolio to over 3,200. Our research teams in Düsseldorf and Newbury have developed telecommunications standards and new solutions to improve our network. Our R&D hubs in Malaga and Dresden have further developed our technology in Open RAN, IoT, and AI solutions. |
Connected devices – The world is becoming more connected, driven by new devices across all sectors. This connectivity extends beyond smartphones to various IoT devices – IoT devices are increasingly used in consumer and business applications. As their number grows, physical assets communicate in real-time, establishing new digital markets – This leads to the Economy of Things, where devices trade securely on a user’s behalf without human intervention, offering businesses opportunities to transform goods into tradeable digital assets for new online markets
|
Generative artificial intelligence (‘Gen AI’) – Gen AI adoption has surged, with 65% of organisations using it in at least one business function, nearly double from the previous year – Common use cases include AI-generated recommendations, hyper-personalised marketing content, and software development. Enterprises are investing in Gen AI for customer service chatbots, automated IT testing, and content generation – These applications are expected to drive efficiency and profitability, enhancing customer interactions and operational processes. The technology is poised to create disruptive changes across industries, boosting productivity and opening new business opportunities
|
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Digital payments – Businesses in Europe are migrating sales channels online, driving demand for mobile enabled payment services and reliable connectivity. Consumers are shifting from cash to digital payments via mobile phones and smartwatches – In Africa, digital payments are primarily conducted via mobile phones through networks owned by operators – Rising smartphone penetration drives mobile payment adoption, enabling operators and FinTech start-ups to offer services like insurance, loans, and e-commerce, improving financial inclusion in underserved areas
|
Adoption of cloud technology – Significant investment in cloud technology by large tech companies has led to advanced centralised data storage and remote processing capabilities – Corporates are adopting multi-cloud solutions for more flexibility and reduced risk. Smaller businesses are transitioning too, often needing network operator assistance – Demand for fast, secure connectivity with low latency is driving cloud adoption. AI and edge computing will enhance cloud capabilities, crucial for digital transformation
|
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Watch our Non-Executive Directors speak about their roles in short video interviews:
Read more about our partnership with Microsoft:
| 6 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Financial and non-financial performance
Key Performance Indicators
|
2025 Performance against our strategic priorities 1 We measure our success by tracking key performance indicators that reflect our strategic, operational and financial progress and performance.
Notes: 1. The results for the year ended 31 March 2025 exclude Vodafone Spain and Vodafone Italy and therefore, except as otherwise described, the results for the year ended 31 March 2024 and 31 March 2023 have been re-presented to reflect that. 2. Non-GAAP measure. See page 213 for more information. 3. Opex and productivity targets have been restated to reflect the disposals of Vodafone Italy and Vodafone Spain. 4. As at October’24 2025. 5. The employee engagement index is based on an average index of responses to three questions: satisfaction working at Vodafone; experiencing positive emotions at work; and recommending us as an employer. |
|
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 7 | |||||
Financial and non-financial performance continued
A purpose-led, sustainable and responsible business
We want to enable a digital, inclusive and sustainable society. To underpin the delivery of our purpose, we ensure
that we operate in a responsible way. Acting lawfully and with integrity is critical to our long-term success.
| Empowering People 1 | 2025 | 2024 | 2023 | |||||||||||||
| 5G population coverage (outdoor 1Mbps) – Europe | % | 75 | 71 | 62 | ||||||||||||
| 4G population coverage (outdoor 1Mbps) – Africa | % | 76 | 74 | 70 | ||||||||||||
| 4G population coverage (outdoor 1Mbps) – Türkiye | % | 97 | 97 | 97 | ||||||||||||
| Customers connected to our financial inclusion services 2 | million | 77.1 | 66.2 | 60.7 | ||||||||||||
| Smartphone penetration – Africa | % | 62 | – | – | ||||||||||||
| Protecting our Planet 1 | 2025 | 2024 | 2023 | |||||||||||||
| Energy use | ||||||||||||||||
| Total energy use | GWh | 5,453 | 5,271 | 5,107 | ||||||||||||
| Mobile and fixed access network and technology centres energy use | % | 94 | 93 | 93 | ||||||||||||
| Percentage of purchased electricity from renewable sources 3 | % | 100 | 84 | 75 | ||||||||||||
| Greenhouse gas emissions (‘GHGWs’) | ||||||||||||||||
| Total Scope 1 and Scope 2 GHG emissions (market-based method) | m tonnes CO 2 e | 0.27 | 0.69 | 0.92 | ||||||||||||
| Total Scope 3 GHG emissions 4 | m tonnes CO 2 e | 6.61 | 7.17 | 8.21 | ||||||||||||
| Waste | ||||||||||||||||
| Total network waste (including hazardous waste) | metric tonnes | 6,679 | 6,205 | 7,716 | ||||||||||||
| Network waste reused or recycled | % | 100 | 96 | 95 | ||||||||||||
| Maintaining Trust 1 | 2025 | 2024 | 2023 | |||||||||||||
| Our people | ||||||||||||||||
| Average number of employees and contractors | thousand | 92 | 93 | 91 | ||||||||||||
| Employee turnover rate (voluntary) | % | 8 | 9 | 12 | ||||||||||||
| Women on the Board | % | 38 | 42 | 54 | ||||||||||||
| Women in management and senior leadership roles | % | 36 | 35 | 33 | ||||||||||||
| Women as a percentage of employees | % | 39 | 39 | 39 | ||||||||||||
| Health & safety | ||||||||||||||||
| Number of lost-time incidents – employees and contractors | # | 23 | 18 | 13 | ||||||||||||
| Total Recordable Incident Rate per 200,000 hours 5 | # | 0.02 | 0.02 | 0.01 | ||||||||||||
| Code of Conduct | ||||||||||||||||
| Completed ‘Doing What’s Right’ employee training | % | 93 | 94 | 92 | ||||||||||||
| Number of ‘Speak Up’ reports | # | 684 | 649 | 505 | ||||||||||||
| Tax and economic contribution | ||||||||||||||||
| Total tax and economic contributions 6 | € bn | – | 8.0 | 9.3 | ||||||||||||
| Responsible supply chain | ||||||||||||||||
| Total spend 8 | € bn | 21 | 19 | 21 | ||||||||||||
| Number of direct suppliers 7,8 | thousand | 9 | 8 | 9 | ||||||||||||
| Number of site assessments conducted collectively by JAC 9 initiative members | # | 150 | 150 | 83 | ||||||||||||
Notes:
| 1. |
Information on our discontinued operations in Italy is reported in our ESG Addendum and has been re-baselined for all comparative periods to exclude Spain in accordance with our re-baselining policy. |
| 2. |
Includes 100% of data relating to Safaricom. |
| 3. |
Correct to zero decimal places. Less than 0.2% of electricity we use is not matched with renewable sources because credible renewable electricity purchasing mechanisms are currently unavailable in the locations where this electricity is used and these locations are not grid-connected. |
| 4. |
All information for comparative periods have been restated to reflect changes to our methodology for calculating Scope 3 GHG emissions. See our ESG Addendum Methodology (investors.vodafone.com/esgmethodology) for more information on our approach to calculating Scope 3 GHG emissions. |
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| 5. |
Total Recordable Incident Rate (‘TRIR’) is an industry-standard calculation that is based on the assumption that 100 employees work a combined 200,000 hours p.a (equivalent to 40 hours per week, for 50 weeks of the year per employee). |
| 6. |
Includes direct taxes, non-taxation based revenue mechanisms, such as payments for the right to use spectrum, and indirect taxes collected on behalf of governments around the world, excludes joint ventures and associates. The FY25 figure will be finalised during FY26. For more information, refer to our Tax and Economic Contribution reports, available at: vodafone.com/tax. |
| 7. |
Unique suppliers based on suppliers’ ultimate parent company. |
| 8. |
Excludes Vodafone Automotive. |
| 9. |
Joint Alliance for CSR. |
| 8 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Chair’s message
Reshaping Vodafone for growth
Two years ago, Margherita outlined her transformation roadmap for the Group, highlighting that Vodafone must change. We have since made considerable progress. We have successfully reshaped our footprint, reset our capital allocation framework and fundamentally redesigned our operating model. Vodafone is now well placed for sustainable growth.
Jean-François van Boxmeer
Chair
This year we have made further progress against our strategic priorities. Our portfolio transformation is now complete, customer satisfaction is improving, and our balance sheet position is stronger. The Board and I have been pleased with both the pace of delivery and the progress made by Margherita and her team in transforming the business.
As we move to the next phase in our strategy, we must now focus our efforts on driving growth across the Group. This will be underpinned by our continued focus on operational excellence across our three key strategic priorities of Customers, Simplicity and Growth.
Portfolio transformation complete
Over the last two years we have taken significant steps to reshape our European footprint to focus on growth markets, where we have strong positions and good local scale. In May 2024, we completed the sale of Vodafone Spain for € 4.1 billion in cash and € 0.9 billion in redeemable
preference shares, and in December we finalised the sale of Vodafone Italy for € 7.9 billion in cash. Proceeds from these disposals as well as € 1.3 billion from the stake reduction in Vantage have been used to lower our borrowings and to support a € 4.0 billion share buyback programme, which we are now halfway though.
The completion of our merger with Three UK will enable us to become a scaled operator in the UK, with a clear pathway to driving good returns and a firm commitment to build a leading 5G standalone network. This will benefit the country, our customers and our shareholders.
In Africa, Vodacom has continued to build on its market leading position. In February, the local management team upgraded their medium-term growth expectations for the business to 2030, highlighting the clear growth opportunities that exist across these markets.
Board composition
In January 2025, I was pleased to announce that Simon Dingemans had been appointed as a Non-Executive Director to the Board. Simon brings with him a wealth of financial, operational and strategic experience and has also delivered extensive transformation and restructuring programmes. Simon has been appointed as Chair of the Audit and Risk Committee, taking over from David Nish, who after nine years on the Board will not be seeking re-election at our next AGM. I would like to thank David for his outstanding service and commitment to the Company.
In April, we also announced that Anne-Françoise Nesmes will be appointed as a Non-Executive Director and join the Audit and Risk and ESG Committees from the conclusion of our AGM. Anne-Françoise is highly experienced and brings a strong focus on strategy, IT, regulation and shared services.
We announced on 7 May 2025 that Luka Mucic would step down as Chief Financial Officer and as a Director of the Company, no later than early 2026 to pursue an external opportunity in Germany. I would like to thank Luka for his commitment to Vodafone as we progressed our transformation programme. A rigorous search is being conducted to find a suitable successor.
FY25 financial performance
Our financial results for FY25 were in line with our expectations and we achieved our financial guidance for the year. Total revenue grew 2.0% to € 37.4 billion, with Group organic service revenue growing by 5.1% this year. Our reported financials were also impacted by adverse currency movements.
Solid growth across the majority of our footprint was offset by a decline in Germany, which was largely driven by a change in TV regulation. We reported a Group operating loss of € 0.4bn in FY25, primarily impacted by goodwill impairments in Germany and Romania totalling € 4.5 billion. The disposals of Vodafone Italy and Spain, as well as an incremental sell down of our Vantage Towers stake, drove an improvement in reported leverage. We ended the year with borrowings less cash and cash equivalents of € 42.1 billion. The Board has declared a total dividend per share of 4.5 eurocents for the year, including a final dividend per share of 2.25 eurocents, which will be paid in August following shareholder approval at our AGM. Our returns to shareholders are complemented by our share buyback program. We successfully completed the first € 2.0 billion programme, while the second € 2.0 billion programme commenced in May 2025.
Digital connectivity is core to the development of societies
Our digital services help to improve lives, transform industrial productivity, drive growth and secure infrastructure. At Vodafone, we remain firmly committed to supporting Europe and Africa’s digital ambitions for the benefit of their citizens and businesses.
In this context, policymakers are also shifting their priorities. With structurally low returns on capital in European markets and its wider importance to competitiveness, connectivity investment must be a priority to reverse the continent’s declining productivity and share of global output. If Europe is to achieve a globally competitive digital infrastructure, the ‘connectivity’ chasm with North America and Asia must be reversed. While some progress has been achieved by European policymakers, the urgency of the situation must be appreciated.
I believe Europe can draw on the lessons of the Competition and Mergers Authority (‘CMA’) decision in the UK. The CMA has demonstrated that in-market consolidation can be pro-competitive as well as supportive of investment, without the need for structural remedies. If a similar approach were adopted by the EU, it would enable operators to deliver Europe’s digital decade targets and support the competitiveness of the European economy.
The year ahead
On behalf of the Board, I would like to thank all our colleagues across the Group who have continued to work tirelessly to support our transformation as we focus on our customers, become a simpler business, and accelerate growth. For FY26, I am confident that Margherita and her management team will continue to take the actions needed to drive further change, growth and operational excellence across the Group.
Jean-François van Boxmeer, Chair
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 9 | |||||
Chief Executive’s statement and strategic roadmap
Transformation gaining momentum
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Since I set out my plans to transform Vodafone two years ago, Vodafone has changed. We have reshaped Europe, we are seeing the positive impact of our drive for customer satisfaction in all our markets – most noticeably in the UK and Germany – and we have delivered strong operational improvements across the business. Clearly there is much more to do, but this period of transition has repositioned Vodafone for multi-year growth.
Looking ahead, we expect to see broad-based momentum across Europe and Africa, and for Germany to return to top-line growth during this year. This is reflected in our guidance for profit and cash flow for the year ahead.
Margherita Della Valle
Group Chief Executive
In May 2023, we set out a new roadmap to transform Vodafone along three strategic priorities: Customers, Simplicity, and Growth. We measure our operational progress in these areas through a consistent scorecard summarised below. Over the past two years, Vodafone has changed. We have reshaped our operating footprint, reset our capital structure, whilst simplifying our operations and improving customer experience.
Within all markets, we continue to make progress across our priorities of Customers, Simplicity and Growth. We have improved customer satisfaction across our markets, with both UK and Germany achieving their best ever results and the UK now leading in the market. |
Notes: 1. Opex and productivity targets have been restated to reflect the disposals of Vodafone Italy and Vodafone Spain. 2. As at October 2024 3. The employee engagement index is based on an average index of responses to three questions: satisfaction working at Vodafone; experiencing positive emotions at work; and recommending us as an employer. 4. These are non-GAAP measures. See page 213 for more information. |
| 10 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Mega trends
Long-term trends shaping our industry
Digital services and next generation connectivity are increasingly central to everything we do. They will be the driving forces that redefine relationships between sectors, employers, employees, customers, and friends and family. There are four ‘mega trends’ that we believe will continue to shape our industry in the years ahead.
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Connected devices – The world is becoming more connected, driven by new devices across all sectors. This connectivity extends beyond smartphones to various Internet of Things (‘IoT’) devices – IoT devices are increasingly used in consumer and business applications. As their number grows, physical assets communicate in real-time, establishing new digital markets – This leads to the Economy of Things, where devices trade securely on a user’s behalf without human intervention, offering businesses opportunities to transform goods into tradeable digital assets for new online markets |
Digital payments – Businesses in Europe are migrating sales channels online, driving demand for mobile-enabled payment services and reliable connectivity. Consumers are shifting from cash to digital payments via mobile phones and smartwatches – In Africa, digital payments are primarily conducted via mobile phones through networks owned by operators – Rising smartphone penetration drives mobile payment adoption, enabling operators and FinTech start-ups to offer services like insurance, loans, and e-commerce, improving financial inclusion in underserved areas |
Adoption of cloud technology – Significant investment in cloud technology by large tech companies has led to advanced centralised data storage and remote processing capabilities – Corporates are adopting multi-cloud solutions for more flexibility and reduced risk. Smaller businesses are transitioning too, often needing network operator assistance – Demand for fast, secure connectivity with low latency is driving cloud adoption. AI and edge computing will enhance cloud capabilities, which is crucial for digital transformation |
Generative artificial intelligence (‘Gen AI’) – Gen AI adoption has surged, with 65% of organisations using it in at least one business function, nearly double from the previous year – Common use cases include AI-generated recommendations, hyper-personalised marketing content, and software development. Enterprises are investing in Gen AI for customer service chatbots, automated IT testing, and content generation – These applications are expected to drive efficiency and profitability, enhancing customer interactions and operational processes. The technology is poised to create disruptive changes across industries, boosting productivity and opening new business opportunities
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The opportunity for Vodafone Vodafone is a global leader in managed IoT connectivity services, recognised for its extensive reach and innovative solutions. Vodafone has helped thousands of companies achieve their transformation goals. This ranges from enabling smart production lines to identifying leaking waterpipes, from optimising supply chains to creating more efficient farming methods. We are now ready to hyperscale IoT. We are bringing together partners, and technology to create the IoT eco-system for the next decade. Vodafone’s partnership with Microsoft further gives us the potential to access new technologies such as Generative Artificial Intelligence (‘Gen AI’) and to deploy these at scale for IoT. |
The opportunity for Vodafone M-Pesa is Africa’s leading mobile money service and largest FinTech platform, offering secure and affordable money transfers, airtime top-ups, bill payments, salaries, and short-term loans. Businesses increasingly rely on operator-owned payment infrastructure for consumer and business transactions, driving scale benefits and attracting customers to secure networks. Vodacom’s VodaPay super app enables users to manage money through a digital wallet and make payments for various products and services via partner businesses. |
The opportunity for Vodafone Our strong relationship with the existing customers presents a great opportunity to assist our smaller business customers in navigating their move to the cloud and offering multi-cloud solutions to larger corporates. By partnering with cloud providers to develop edge computing solutions, we can deliver reduced latency and robust, secure connectivity services. This will drive higher demand and corporate agility, thus playing a key role in the evolving cloud technology landscape. |
The opportunity for Vodafone Vodafone is strategically positioned to deploy Gen AI at industry-leading speed and scale. By leveraging deep partnerships with Google and Microsoft, Vodafone can enhance customer satisfaction through hyper-personalised experiences across all customer touch points, including its digital assistant TOBi. Additionally, Vodafone employees can utilise Gen AI capabilities to transform working practices, boost productivity, and improve digital efficiency. |
|||||||||||||||||||||||
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|
|
|
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|||||||||||||||||||||||
|
|
Read more about our partnership with Microsoft: investors.vodafone.com/microsoft-strategic-partnership
|
|
Read more about how we build platforms for financial
|
|
Read more about our six-year strategic partnership
|
|
Read more about Vodafone’s approach to
|
|||||||||||||||||||
|
|
Watch our Vodafone Business investor briefing: investors.vodafone.com/vbbriefing |
|
Watch our digital services and experiences investor
briefing: investors.vodafone.com/digital-services |
|
Learn more about our cloud technology in our
technology investor briefing: investors.vodafone.com/vtbriefing |
|
Learn more about how Vodafone is working with AI:
investors.vodafone.com/artificial-intelligence |
|||||||||||||||||||
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 11 | |||||
Stakeholder engagement
Engaging regularly with our stakeholders
is fundamental to the way we do business
Regular engagement ensures we operate in a balanced and responsible way, in both the short and longer term.
We are committed to maintaining good communications and building positive relationships with all of our stakeholders, as we see this as essential to strengthening our sustainable business.
Vodafone is required to provide information on how the Directors have performed their duty under section 172 of the Companies Act 2006 to promote the success of Vodafone, and these matters are covered throughout this Annual Report and summarised in the table to the right. This includes how those matters and the interests of Vodafone’s key stakeholders have been taken into account by the Directors.
We have also summarised our interactions with key stakeholders during the year in this section. The engagement mechanisms directly involving the Directors are indicated below with a
symbol.
|
Factors considered by Directors when promoting the success of the Company
|
Disclosure
|
|
Location
|
|
||||||||
|
The likely consequences of any decision
|
Business model |
page
3
|
||||||||||
|
Key performance indicators |
pages
6–7
|
|||||||||||
|
Stakeholder engagement |
pages
11–13
|
|||||||||||
|
Our Purpose |
pages
30–41
|
|||||||||||
|
Maintaining Trust |
pages
42–52
|
|||||||||||
|
Principle risks and uncertainties, and risk management |
pages
55–60
|
|||||||||||
|
Governance |
pages
67–93
|
|||||||||||
|
The interests of the Company’s employees |
Key performance indicators |
pages
6–7
|
||||||||||
|
Stakeholder engagement |
pages
11–13
|
|||||||||||
|
Our people strategy |
pages
14–18
|
|||||||||||
|
Our Purpose |
pages
30–41
|
|||||||||||
|
Maintaining Trust |
pages
42–52
|
|||||||||||
|
Culture and the Board |
page
78
|
|||||||||||
|
Remuneration Committee, Remuneration Policy and Annual Report on Remuneration |
pages
94–112
|
|||||||||||
|
The need to foster the Company’s business relationships with suppliers, customers and others |
Business model |
page
3
|
||||||||||
|
Stakeholder engagement |
pages
11–13
|
|||||||||||
|
Chief Executive’s statement and strategic roadmap |
pages
8–9
|
|||||||||||
|
Our Purpose |
pages
30–41
|
|||||||||||
|
Maintaining Trust |
pages
42–52
|
|||||||||||
|
Principle risks and uncertainties, and risk management |
pages
55–60
|
|||||||||||
|
Board activities and principal decisions |
pages
79–81
|
|||||||||||
|
Supplier financing arrangements |
page
165
|
|||||||||||
|
The impact of the Company’s operations on the community and the environment |
Stakeholder engagement |
pages
11–13
|
||||||||||
|
Our Purpose |
pages
30–41
|
|||||||||||
|
Climate-related risk |
pages
61–66
|
|||||||||||
|
Maintaining Trust |
pages
42–52
|
|||||||||||
|
ESG Committee |
page
93
|
|||||||||||
|
The desirability of the Company maintaining a reputation for high standards of business conduct |
Stakeholder engagement |
pages
11 to 13
|
||||||||||
|
Maintaining Trust |
pages
42–52
|
|||||||||||
|
Governance |
pages
67–93
|
|||||||||||
|
The need to act fairly as between members of the Company |
Stakeholder engagement |
pages
11–13
|
||||||||||
|
Governance |
pages
67–93
|
|||||||||||
|
Shareholder information |
pages
223–228
|
|||||||||||
| 12 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Stakeholder engagement continued
|
Our customers We are committed to deepening engagement with our customers to develop long-term, valuable and sustainable relationships. We have hundreds of millions of customers across our global footprint, from individual consumers to large multinationals.
How did we engage with them? – Digital channels, call centres and branded retail stores. – Account managers, solution specialists and, for large accounts, executive level engagement.
What were the key topics raised? – Fast and reliable fixed internet, wider mobile coverage and strong connectivity. – Easy access to empowered, high-quality support and reduced resolution times for customer problems and queries. – Better value for long-term customers and ensuring greater transparency around price changes. – Connectivity with digital services, such as security and cloud, – Understanding the potential benefits, and how SMEs can make the best use of the latest digital products and services.
How did we respond?
–
– Set up CX boards to regularly review customer pain points, and implement action plans with dedicated investment and senior management visibility.
–
– Used Gen AI for more personalised and comprehensive interactions through digital self-service and to enhance frontline digital experiences. – Used integrated trade-in, flexible financing and second-life refurbished devices, increasing trade-in volumes and second-life refurbished devices, generating significant savings for customers. – Offered support such as free data to customers in the Czech Republic affected by major Central European flooding. – Continued progress towards closing the digital divide for people across Europe and Africa, prioritising the affordability of data for all. – Partnered with AST SpaceMobile to make the world’s first space video call on a standard smartphone from a remote area in UK without coverage. – Focused on understanding and improving business CX, including the needs and engagement preferences across customer segments and sales channels. – Deployed and optimised digital channels for business customers enabling self-serve, seamless experience.
|
Our people Our people are critical to the successful delivery of our strategy. It is essential that they are engaged and embrace our purpose and values. Throughout the year we focused on a number of areas to ensure that everyone is highly motivated, and we remained focused on wellbeing, diversity and inclusion, and employee engagement.
How did we engage with them? – Regular meetings with managers.
–
–
–
–
–
–
What were the key topics raised? – Changes to our commercial portfolio. – Company strategy. – Generative AI. – Results of employee listening and Spirit Beat survey. – Hybrid working. – Ownership and active engagement around safety, health and wellbeing, including mental health. – Diversity and inclusion. – Employee experience and engagement.
How did we respond? – Updated employees on business and trading performance, regularly. – Launched foundational Generative AI training for all employees. – Delivered leadership training to support our Company transformation. – Embedded our hybrid working policy. – Continued to focus on opportunities identified in employee surveys. – Developed a three-year global capability plan. – Remained committed to safety, health and wellbeing. – Continued to embed diversity and inclusion through attraction, retention, development, allyship and education. |
Our suppliers We partner with over 8,000 suppliers to deliver the products and services that we need to deliver our strategy and connect our customers around the globe. These range from start-ups and small businesses to large multinational companies.
How did we engage with them? – Regular collaborative performance review meetings with strategic suppliers. – Forums, events, conferences, and site visits. – ESG criteria incorporated into tender process, supplier selection and performance management. – Supplier audits and assessments.
What were the key topics raised? – Strategic and commercial delivery and performance. – Supplier and product innovation. – Human rights in the supply chain. – Driving health and safety standards. – Diversity and inclusion.
How did we respond? – Collaborated with industry peers and supplier through the Joint Alliance for CSR (‘JAC’). – Supply Chain Sustainability Finance Programme for driving environmental progress. – Quarterly supplier safety forums. – Identification of Corrective Action Plans (‘CAP’)s to protect human rights at supplier sites. |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 13 | |||||
Stakeholder engagement continued
|
Our local communities and non-governmental organisations (‘NGOs’) We believe that the long-term success of our business is closely tied to the success of the communities in which we operate. To achieve this, we engage with local communities and international NGOs across our markets.
How did we engage with them? – Participation in industry working groups, such as those organised by the GSMA, on policy issues at national and international level (including digital inclusion, biodiversity, net zero). – Participation in global multi-stakeholder coalitions established by the United Nations including the UN Broadband Commission for Sustainable Development and the ITU Partner2Connect alliance. – Locally led direct NGO engagements and partnerships.
What were the key topics raised? – Increasing access to connectivity and digital services, by closing the digital divide. – Environmental topics including net zero, biodiversity and the circular economy. – Human rights topics. – Delivery of global and national development goals including the UN Sustainable Development Goals (‘SDGs’).
How did we respond? – Provided affordable and accessible services, technology, and connectivity, through our everyone.connected campaign. – Provided leadership in respect of closing the digital divide at the International Telecommunication Union’s SDG Digital event during the UNGA79. – Partnered with industry working groups including Trussell, NSPCC and Good Things Foundation to help provide essential digital skills, connectivity and deliver social value. – Engaged with industry working groups covering human rights, network access and digital inclusion. |
Governments and regulators As a heavily regulated industry and part of Critical National Infrastructure, our relationships with governments and regulators are crucial. We aim to collaborate on policies that impact our industry and service to customers, while fostering a deeper understanding among governments and regulators of our positive contributions to customers, the economy, the environment, and communities.
How did we engage with them?
–
–
–
– Sponsored the NATO Public Forum in Washington DC.
–
What were the key topics raised? – The EU regulatory and policy environment, including a review of the Single Market. Spectrum and licensing, including prolongation of existing licence holdings. – Security of critical infrastructure and supply chain resilience, from subsea cables to satellites. – Protection of investments abroad and inward investment screening. – Vodafone UK and Three merger approval.
How did we respond? – Contributed to the Commission’s White Paper on EU Connectivity. – Participated in three European Commission studies. – Contributed to EU consultations. – Responded to the 2025 Single Market Strategy Call for Evidence. – Submitted policy responses to trade questions from the UK’s Department for Business and Trade.
|
Our investors Our investors include individual and institutional shareholders as well as debt investors. We maintain an active dialogue with our investors through our extensive investor relations programme.
How did we engage with them?
–
–
–
– Regulatory News Service (‘RNS’) announcements.
–
–
– Online presentations aimed at retail investors, in our ‘Investor Meet Company’ in FY25. – Our Registrar operates a portfolio service which provides shareholders with the ability to manage their holdings.
What were the key topics raised? – Our strategic roadmap and strategic priorities of Customers, Simplicity and Growth. – Allocation of capital, including capital investment, leverage and shareholder returns. – Portfolio right-sizing for growth, market performance, and trading outlook. – Corporate governance practices. – Environmental, Social and Governance (‘ESG’) strategy, targets and reporting.
How did we respond? – We conducted over 1,000 investor interactions through meetings with major institutional shareholders, debt investors, individual shareholder groups and financial analysts, and attended conferences. – Meetings were attended by Directors and senior management, including our Chair, Group Chief Executive, Chief Financial Officer, and Executive Committee members. – Provided comprehensive reports and transparency disclosures on ESG matters.
investors.vodafone.com |
| 14 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Our people strategy
Our people strategy
Our Company is changing and this year we have invested in our leadership population to own and implement our strategy. We have strengthened our skills development, simplified our ways of working, and embedded a performance culture.
People Engagement
We are developing a diverse and inclusive global workforce that reflects the customers and societies we serve.
Key information
| Measurement | 2025 | 2024 | ||||||
| Average number of employees 1 | 87,205 | 85,887 | ||||||
| Average number of contractors 1 | 5,196 | 6,848 | ||||||
| Number of markets where we operate 2 | 15 | 15 | ||||||
| Employee nationalities | 141 | 146 | ||||||
| Footprint: Operating segments |
|
|||||||
| Germany | 16% | 17% | ||||||
| UK | 11% | 11% | ||||||
| Other Europe 3 | 13% | 13% | ||||||
| Türkiye | 4% | 4% | ||||||
| Africa 3 | 16% | 16% | ||||||
| Corporate Services 4 | 1% | 1% | ||||||
| Shared Operations 5 | 40% | 39% | ||||||
| Employee experience | ||||||||
| Employee engagement index 6 | 75 | 75 | ||||||
| Alignment to purpose 6 | 89% | 88% | ||||||
| Voluntary turnover rate 7 | 8% | 9% | ||||||
| Involuntary turnover rate 7 | 4% | 3% | ||||||
Notes:
| 1. |
All headcount figures exclude non-controlled operations such as those in the Netherlands, Kenya, Australia and India. Further information on how headcount is defined and calculated can be found in the ESG Addendum Methodology document: investors. vodafone.com/esgmethodology . Calculation considers prorated headcount. |
| 2. |
This includes countries where we have commercial operations, excluding Vodafone Italy and Vodafone Spain |
| 3. |
Other Europe reflects employees based in Albania, Czech Republic, Greece, Ireland, Portugal, and Romania. Africa reflects employees based in Vodacom Group, including Egypt. |
| 4. |
Corporate Services reflects corporate support activities across Finance, HR, Legal & Business Integrity, External Affairs, in addition to Brand & Technology Strategy. |
| 5. |
Shared Operations constitute a significant number of employees. The figures presented above include Shared Operations headcount across our footprint (Albania, Egypt, Hungary, India, Portugal, Romania, Türkiye and Spain) and reflects other shared operational capabilities across revenue generation, product development, technology and network operations, and back-office operations. |
| 6. |
Further detail on this score is found under the ‘Spirit Beat surveys’ sub-heading of this page. The employee engagement index is based on an average index of responses to three questions: satisfaction working at Vodafone; experiencing positive emotions at work; and recommending us as an employer. Alignment to purpose is based on one question that asks whether employees feel their daily work contributes significantly to Vodafone’s purpose. Employee engagement index and purpose alignment scores reflect October 2024 and April 2024 data, excluding Vodafone Italy and Vodafone Spain. |
| 7. |
Voluntary turnover rate includes retirements and death in service. Further information on how voluntary and involuntary turnover has been calculated is in the ESG Addendum Methodology document: investors.vodafone.com/esgmethodology. |
Employee engagement
We have a number of employee forums where elected employee delegates represent the views of their colleagues. During the year, the Board’s Workforce Engagement Leads, Delphine Ernotte Cunci and Christine Ramon, attended the European Employee Consultative Committee and the Vodacom Employee Engagement Forum to gather employee views. Key topics included our commercial portfolio, Gen AI strategy, hybrid working policy, and employee engagement plans.
The Group Chief Executive updates employees regularly on how we are progressing our strategy through a wide variety of digital and face-to-face channels, including market townhalls, employee conferences, and monthly leadership meetings.
These are complemented by group-wide updates on Microsoft Viva Engage on topics such as financial results, business strategy, portfolio progress, and company achievements.
|
|
Read more about the Board’s engagement with the employee voice on pages 73 to 76 and 81 |
Workers’ councils and union engagement
We respect freedom of association and recognise the rights of employees to join trade unions and engage in collective bargaining in accordance with local law. We continue to maintain strong relationships with workers’ councils and unions through their representatives, and we have 13,039 people covered by collective bargaining agreements across our global footprint. Vodafone Germany employees, all covered by collective agreements signed with Works Council organisations and/or unions, can register and participate in trade union and/or Works Council activities which are funded by the Company and colleagues can elect or be elected into various Works Council and/or union roles at a local or national level. Across FY25, Vodafone Germany completed more than 123 agreements across all levels, with a focus on reorganisation, employee working conditions, and various technology tools.
The ‘Spirit of Vodafone’
Our culture – the ‘Spirit of Vodafone’ – outlines the beliefs we stand for and the behaviours that enable our strategy and purpose.
We foster our culture by developing behaviours that reinforce our Spirit, investing in leadership development to role-model our beliefs, and ensuring systems, processes and milestone activities are aligned with the ‘Spirit of Vodafone’. We measure our progress and identify where to take action via a bi-annual employee survey called ‘Spirit Beat’. In our latest Spirit Beat survey in October 2024, we had an 89% response rate (April 2024: 88%) and strong scores in engagement, connection to purpose, and Spirit.
Spirit Beat surveys
| Measurement 1 |
October
2024 |
April 2024 |
||||||
|
Engagement |
75 | 75 | ||||||
|
Purpose |
89 | 88 | ||||||
|
Team Spirit Index 2 |
85 | 85 | ||||||
|
Response rates |
89 | 88 | ||||||
Notes:
| 1. |
Average percentage of favourable scores |
| 2. |
The Team Spirit Index represents an overall view of how people are doing on the ‘Spirit of Vodafone’ and takes into account each of our Spirit Behaviours. It allows us to understand how successful we have been in embedding these behaviours when working with each other, our customers, and the communities in which we operate. |
The ‘Spirit Beat’ survey measures our progress on culture change with a focus on supporting employees to deliver our priorities of Customers, Simplicity and Growth through Spirit. The ‘Spirit Beat’ results show that engagement is 75 and teams are connected to our strategy and have clarity on their goals. We support our managers to lead with Spirit and continue to take action on survey results through development programmes, coaching, training and resources. To develop the leadership behaviours required to deliver our strategy, 10,000 people leaders have attended training, known as the ‘Vodafone Leader Labs’, to support them with the tools and standards to lead our culture change and transformation. Managers who demonstrate Spirit Behaviours continue to outperform those who do not by 20 points on Team Spirit Index and 25 points on Engagement.
We continue to evolve our employee listening strategy to inform work that enhances the employee experience. Candidates have rated the candidate experience as 79, new joiners are positive about their onboarding experience, and when employees leave Vodafone, 68% would recommend Vodafone as a great place to work.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 15 | |||||
| Our people strategy continued | ||||||||||
To transform our customer experience and embed a customer-first culture, we continue to take actions to improve the experience of our front line. Spirit Beat results of frontline colleagues from the October 2024 survey show the Engagement score as 74% and Team Spirit Index as 84%. Outsourced contractors who serve our customers also participate in ‘Spirit Beat’: 75% responded, an increase of 3% from April 2024. Insights have been used to inform our overall customer action plan, with improvements to systems, processes and streamlining operations to impact the frontline and customer experience.
‘Spirit of Vodafone Day’ takes place once a quarter with employees dedicating time to focus on connecting to the customer experience through local activities, including learning, team connection and wellbeing. During these days, learning hours increased on average by three times compared to other days in the year.
Workplace equality
As part of our purpose, we empower people by seeking to connect everyone, regardless of who they are or where they live. We are passionate about making the world more connected, inclusive, sustainable and a place where everyone can truly be themselves and belong.
Diversity and inclusion
Our aim is to create an inclusive and equitable workplace for all. This year we have continued progression on gender equality, accelerated focus on LGBT+, race and ethnicity, and implemented actions to create an accessible and inclusive workplace for our disabled colleagues. Our focus on inclusion supports our ambition to create a global workforce that reflects the customers, communities and colleagues we serve, and the wider societies in which we operate. We believe that embedding equity and inclusion to enable diversity is important to achieving these goals in a sustainable way.
Embedding inclusion
Multiple employee networks operate across Vodafone which all employees can join. These include networks for women, disability, LGBT+, parents and carers and multicultural inclusion. We actively support them, and this year we provided 14 network chairs with leadership training focused on how to effectively create and assess a network’s strategy, as well as help five network communication leads with how to effectively build a brand. Global withstander training, which upskills employees on how to become active allies by challenging negative and inappropriate behaviours when they witness them, continues to be delivered in 11 languages. Over 65% of employees and 88% of managers completed the training in FY25. This year we have launched four new allyship programmes for LGBT+, Race, Ethnicity and Cultural Heritage (‘REACH’), gender, and disability. These programmes encourage colleagues to continue their journey of active allyship through participating in community and network events and learning. We continued to engage with colleagues and raise awareness of why inclusion matters through celebrating cultural moments such as Pride, International Day for Persons with Disabilities, International Women’s Day and the International Day for the Elimination of Racial Discrimination.
During the year, we held webinars and virtual training sessions globally on diversity and inclusion topics and these received over 59,000 viewers across all markets.
Gender diversity
Goal: We aim to have 40% women in management roles by 2030.
We have reached 36%, which is on track towards our ambition. We continue to drive progress through programmes, policies and leadership incentives.
|
2025 2 |
2024 |
|||||||
| Women on the Board | 38% | 42% | ||||||
| Women on the Executive Committee | 45% | 33% | ||||||
| Women in senior leadership positions 1 | 37% | 37% | ||||||
| Women in management and senior leadership roles 3 | 36% | 35% | ||||||
| Women as a percentage of external hires | 44% | 44% | ||||||
| Women as a percentage of graduates | 55% | 53% | ||||||
| Women as a percentage of employees 4 | 39% | 39% | ||||||
Notes:
| 1. |
Percentage of senior women in our top 147 positions includes the Executive Committee and Senior Leadership Team (FY24: 135). |
| 2. |
Excluding discontinued operations such as Vodafone Italy and Vodafone Spain |
| 3. |
Percentage of women in our 5,676 management and leadership roles (FY24: 6,350). |
| 4. |
Percentage of women based on 86,702 total employees (FY24: 85,225). The total number of employees represents the position on 31 March for the applicable year and excludes employees that left the Company after this date. The numbers do not represent prorated headcount. Further information on how employees are defined and calculated can be found in the ESG Addendum Methodology document: investors.vodafone.com/esgmethodology . |
We work to achieve gender diversity when resourcing for senior leadership roles, and our leadership team is accountable for maintaining diversity and inclusion in their teams. Women in management targets are also included in our long-term incentive plans.
Across early careers programmes, 50% of hires were women. We have also now connected with over 20,000 girls via the digital skills programme ‘Code Like a Girl’ since 2017. We support managers on inclusive hiring practices through training and by embedding inclusion in our talent acquisition systems. This includes the introduction of blind CVs, which exclude personal details such as the candidate’s gender and age.
LGBT+
We accelerated our focus on supporting our LGBT+ community with 3,257 allies and active support from senior executive sponsors. We include the question ‘Are you out at work?’ as part of our Spirit Beat survey to better understand experiences of our LGBT+ employees in the workplace1. 48% of our LGBT+ community are out at work. To further support them, we upskilled 48 mental health first aiders across four markets in how to support LGBT+ colleagues that may face challenges specific to their identity. In addition, we launched the ability for colleagues to display their pronouns across our HR system.
Note:
| 1. |
Markets not asking LGBT+ questions include: DRC, Tanzania, Türkiye, and Egypt. |
Disability and accessibility
Our work on disability inclusion focuses on creating an accessible digital and physical workplace to support colleagues to be at their best. We published application adjustments on our careers site to remove barriers for candidates during the selection process and our recruiters have been trained on how to implement these adjustments. We introduced more in-depth disability and accessibility training for hiring managers and recruiters and to support the progression of disabled talent, we provide managers guidance on reasonable adjustments for our performance development processes.
|
Click to read more about our application adjustments at Vodafone: careers.vodafone.com/application-adjustments |
During the year, we educated our people about accessibility features available in our core tools by the introduction of Microsoft Copilot. We adhere to global standards, such as Web Content Accessibility Guidelines (‘WCAG’) 2.1, through establishing and training developers on our accessibility design guidelines.
Informed by the insights from the #ChangeTheFace neurodiversity research, we built a neurodiversity website to support recruiters and managers to take proactive action on disability inclusion. We hosted training for our mental health first aiders and we piloted quiet spaces in our UK offices.
| 16 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Our people strategy continued | ||||||||||
We hosted a series of global events from October to December to increase disability awareness and allyship as well as promote technologies that improve disability inclusion. In December we launched the disability allyship programme which includes learnings and actions colleagues can take to become allies.
To further inform our work on disability inclusion we asked, ‘Are your colleagues aware of your disability at work?’ in our Spirit Beat survey. 60% of our disabled community have made colleagues aware of their disability.
Race, ethnicity and cultural heritage (‘REACH’)
We continue to promote greater workplace inclusion through allyship and anti-racism. This year we also voluntarily integrated an ethnicity pay gap calculation into our UK pay gap report. This report calculates the pay gap in our UK companies with 250 or more employees. Details of the ethnicity pay gap can be found in our UK Pay Gap Report.
|
|
Click to read more about our UK pay gap report:
vodafone.com/uk-pay-gap |
This year 331 colleagues attended the McKinsey Black, Asian and Hispanic/Latino Connected Leaders Academy to grow their leadership skills and potential. In 2020, we set ethnic diversity targets at leadership level, presented below.
| Ethnic category |
31 March
2025 |
Long-term
ambition |
Population | |||||||
|
Global Ethnically diverse background |
24% |
|
31 Mar
2030: 25% |
|
Global Senior Leadership Team (127 positions) 1 | |||||
|
UK Black, Asian, other diverse ethnicities |
17% |
|
31 Dec
2025: 20% |
|
UK-based senior leadership and management (1,787 positions) | |||||
|
UK Black |
2% |
|
31 Dec
2025: 4% |
|
||||||
Note:
| 1. |
Excludes Mozambique and Egypt as markets do not ask ethnicity questions |
Leadership Diversity
To better understand representation across the organisation and inform our diversity and inclusion programmes, we use ‘#CountMeIn’, an initiative that supports employees to voluntarily share their diversity demographics. This includes race, ethnicity, disability, sexual orientation, gender identity, and caring responsibilities, in line with local privacy and legal requirements 1 . 70% of our senior leadership have shared diversity data and this enables transparency on diversity at senior leadership.
|
|
Read more about the Board’s engagement with the employee voice on pages 73 to 76 and 81 |
|
Sexual
orientation 2 |
Ethnic
diversity 3 |
Disability 4 | ||||||||||
| Representation in senior leadership positions | 2% | 24% | 4% | |||||||||
Notes:
| 1. |
Excludes Mozambique and Egypt as markets do not ask ethnicity questions |
| 2. |
Lesbian, gay, bisexual, and other sexual orientations, excluding heterosexual |
| 3. |
Asian, Arab, Black/African/Caribbean, Latin, mixed ethnic groups, and ‘other’ identities. |
| 4. |
Self-identification of disability, including long-term conditions and visible and non-visible disabilities. |
Policies, initiatives and targets
Our commitment to diversity and inclusion is reflected across our global policies and principles, such as our code of conduct and fair pay principles. We continue to apply fair pay principles across all markets, working with the WageIndicator Foundation to ensure a good standard of living in each market. In the UK, our commitment to these principles is reflected in being an Accredited Living Wage employer.
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Click to read more about Fair Pay at Vodafone: vodafone.com/fair-pay |
The achievement of our diversity targets is dependent on the attraction, engagement and retention of diverse talent and skills. To support this, we have inclusive initiatives such as: hybrid and flexible working, parental leave, a mental health toolkit, learning and development programmes, allyship training, and menopause and domestic abuse support. Programmes are designed to help employees through all life stages and challenge societal norms to create an environment where everyone can contribute at their best and thrive.
People development
The Vodafone Learning Organisation operates across all entities to deliver high-quality learning that supports diverse talent and develops the skills and capabilities required to deliver our strategy. This year our three-year capability plan was refreshed, considering external trends and changes to Vodafone’s strategy. Five key capabilities were identified to accelerate the delivery of our strategy: ‘Customer Experience’, ‘Operational Intensity’, ‘Business to Business’ (‘B2B’), ‘Commercial P&L Ownership’, and ‘AI/GenAI’.
In September we refreshed our global Employee Value Proposition (‘EVP’) formed of four principles, underpinned by the Spirit of Vodafone and realigned to the Vodafone strategy. This outlines what we stand for as an employer and captures the most compelling reasons to work at Vodafone.
Talent and leadership
To accelerate the development of high potential talent, this year we launched the ‘Talent Deal’, an agreed set of expectations for both colleagues and their managers. It offers support, resources, and development opportunities to those with the highest potential. We made coaching available to all colleagues either through our global coaching partner or an internal network of trained coaches. We continued to review our succession and talent development plans for senior leaders identified as key talent. Talents in our two key succession pools, which comprises of 30% women, received support
through leadership assessment, development planning, and coaching. To support the development of key groups we launched specific leadership interventions to accelerate their development to our most senior positions.
We also scaled our leadership programme, the ‘Vodafone Leader Labs’, to 10,000 leaders globally to deliver our strategy, embed leadership shifts and standards, and equip them with tools to be successful.
Performance
Underpinning all our activities, has been an ongoing focus on raising the bar on performance through our performance management framework ‘Grow my Impact’. Employee goals are aligned to strategic priorities and performance is assessed based on individual impact. This framework recognises individuals with differentiated performance and reward. Our financial recognition programme ‘Vodafone Stars’ and our peer-to-peer recognition programme ‘Vodafone Thank You’ continued to celebrate colleagues during the year for their impact and display of the ‘Spirit of Vodafone’ behaviours. For instance, 23,120 peer-to-peer ‘Thank You’s’ and 61,364 ‘Vodafone Star’ awards were delivered during the year.
Skills
We support professional growth of our colleagues by providing online learning through our platform ‘Grow with Vodafone’ and continued to deliver our ‘Skill Accelerators and Labs’, with over 17,000 colleagues completing them this year. Across all activities, our colleagues spent 2.9 million hours on learning, with an average of 240,500 hours per month, an increase of 3% since FY24. We invested an average of € 180 in both mandatory and non-mandatory training for each employee to build future capabilities.
To support our focus on B2B, we trained our sales population on new capabilities, developed a new skills framework, launched a skills self-check tool, developed new learning, facilitated skills labs and issued 23 external sales certifications. Over 800
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 17 | |||||
| Our people strategy continued | ||||||||||
colleagues participated in the training programme. A total of 925 colleagues identified development opportunities through the skills check tool. Our Go-To-Market learning programme is supporting colleagues in sales to develop across our ‘Beyond Connectivity’ portfolios and have access to learning content at the point of need.
This year we trained colleagues on using GenAI tools. In June we launched the ‘GenAI Empowering You’ learning campaign. This comprises a foundational course which 40,000 colleagues completed this year, and a longer advanced module which 1,000 colleagues completed.
People experience
In November 2024 we started a global market-by-market rollout of Copilot for Microsoft 365. This tool uses GenAI to make daily tasks such as drafting emails, creating presentations and summarising meetings easier, boosting productivity. By January 2025, over 50,000 colleagues had access to Copilot. To support its launch, we delivered 20 skill labs to 13,000 colleagues, focused on prompt engineering and real-life application in the workplace.
To further simplify how we work to accelerate performance, we streamlined our HR processes by conducting ongoing pilots to explore the use of GenAI and removing high-touch channels to create a single entry point for HR queries. We transformed our AskHR TOBi chatbot, simplifying how colleagues manage their HR questions and requests. This first launched in October 2024 and is now live in all markets (excluding Germany). The bot handles 65% of all HR questions with an average first-time resolution rate of 74%. We continued to leverage people analytics to ensure effective people decisions and launched our first global HR dashboard, hosted through the Google Cloud Platform, to provide simple access to people insights for our HR community.
Safety, health and wellbeing
Nothing is more important to us than the safety, health, and wellbeing (‘SHW’) of our customers, communities, employees, and partners. We have a simple global commitment: no one gets hurt. If an incident does occur, we take steps aimed to prevent reoccurrence. This has been captured in our Global Commitment Statement which is supported by a video message from our Group Chief Executive.
Our SHW framework provides a consistent approach to leadership, planning, performance monitoring, governance, and assurance.
Risks
We continue to focus on our key risks, which account for the majority of reported incidents and remain amongst our top priorities: occupational road risk, falls from height, working with electricity, and civil works.
In recognition of our key risks, we continue to use the ‘Vodafone Absolute Rules’. These rules focus on risks that present the greatest potential for harm for anyone working for or on behalf of Vodafone. The Absolute Rules apply everywhere we work and provide clear expectations for safe behaviour for everyone to follow. The Absolute Rules must be followed by all Vodafone employees and contractors, as well as our suppliers’ employees and contractors. Where this requirement is not met, we take appropriate management action. In the October 2024 Spirit Beat survey 94% of employees agreed that the Absolute Rules are taken seriously at Vodafone.
Leadership engagement
Our Group Executive Committee (‘ExCo’) and operating company ExCo’s provide visible and clear leadership in SHW. Our senior leaders are actively engaged and carry out regular face-to-face safety engagement throughout the year. Our leaders recognise the importance of connecting with teams and frontline workers as they continue to maintain our networks and work in our retail stores and on customer sites. We encourage our people to raise any concerns or ideas for improvements in SHW and ensure the support of our leaders when they do so.
We continue to mandate our ‘Leading for Health & Safety at Work’ e-learning module. This module sets out the specific impact we expect our leaders to have. On 31 March 2025, 98% of assigned leaders had completed the module.
Supplier engagement
Most of our high-risk work and most of the significant incidents we report are as a result of work carried out by suppliers on our behalf. Engagement and collaboration is essential to achieve our common goal of no one gets hurt. We have held quarterly forums with our global suppliers and this year we celebrated a decade of collaboration to develop common ways of working and share best practice to improve workplace safety. This year we held four in-person safety forums in London, Dublin, Düsseldorf and Lisbon together with our larger global suppliers. We also held an awards ceremony in Germany recognising our global suppliers that have supported us on our 10-year safety journey. In Tanzania, our Vodacom operation held an in-person forum bringing together partners from the African continent.
Community engagement
We strive to play an active role in the communities where we conduct our business and as a result we have various community-focused safety programmes.
In Vodafone Intelligent Solutions (‘VOIS’), we introduced the ‘Visit VOIS’ programme, an initiative that reached more than 700 community participants. The programme focused on mental health, particularly its impact on younger generations, and road safety.
In Greece, road safety events were held in April in collaboration with the Road Safety Institute and the Road Safety for Motorcycles Institute, with over 100 participants receiving safety training. Throughout the year, employees were trained on Basic Life Support (BLS) and Automated External Defibrillator (AED) usage. Additionally, awareness events on bone marrow transplantation and donor registration were conducted, with over 150 participants and 45 individuals giving samples for
the international donor bank, alongside four blood donation drives supported by over 300 employees.
In Albania, the ‘Before I Start Work-Conference’ brought together various industry sectors, contractors, suppliers, and safety experts to enhance safety management practices. The conference focused on sharing experiences with local companies to create safer work places.
In South Africa, community safety sessions were conducted at schools, emphasising responsible behaviour to reduce road accidents during the holiday season. In Tanzania, road safety education was provided to thousands of students with the help of the traffic police. In Lesotho, a campaign was organised in collaboration with local authorities on tyre safety and driving under the influence of alcohol and/or drugs. In Mozambique, there was a focus on emergency response and preparedness during natural disasters and civil unrest, collaborating with the police and army. In Egypt, SMS alerts and social media ads were used to promote road safety, along with training for students. In the DRC, road risk campaigns were held in partnership with the local Road Risk Agency, utilising billboards, radio, TV, and digital platforms to reach a national audience.
Governance
We use a global framework to manage SHW. This includes the monitoring and assessing of risks, setting targets, reviewing progress, and reporting performance. Our framework is based on the international standard ISO 45001 for occupational health and safety and always meets or exceeds local requirements. In addition, five European markets, Egypt, six VOIS locations and Vodafone Business Technology Solutions have independent external certification to ISO 45001.
All incidents relating to key risks or breaches of the Vodafone Absolute Rules that are reported are investigated. We ensure that incidents are investigated in accordance with their severity, and appropriate remedial actions and improvements are identified and implemented. We strongly believe in
| 18 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Our people strategy continued | ||||||||||
the importance of prevention and we also believe that every incident should be treated as an opportunity for learning and improvement.
SHW is a global policy and is included within our global risk and compliance governance programme. This year we completed 14 audits focused on the control of contractors, laying cables, lifting operations, occupational road risk and incident reporting and investigation in Europe and Africa. Nine additional visits were made to our European, African and Asian markets to focus on engagement and communication. They included a combination of team meetings, site visits with contractors and suppliers and, where applicable, verification checks following any serious incidents.
Training
We continue to include a health and safety module as part of our mandatory ‘Doing What’s Right’ training. All employees are required to complete the training within six weeks of joining and then follow our learning cycle. During FY25, 93% of assigned Vodafone employees completed the health and safety module.
Each local market is also responsible for delivering training that supports the development of appropriate leadership skills, behaviours, and identification of risks. Additional training is specific to an individual’s role and aligned to each market’s local legislation.
Key performance indicators
We have a global set of key performance indicators which are reported monthly to the Group ExCo and bi-annually to the Board:
| – |
Number of fatalities; |
| – |
Number of employee lost-time incidents (‘LTIs’); and |
| – |
Near misses. |
All fatalities that may be connected with our activities in any way, including those affecting employees, suppliers and members of the public, are formally reported to the Group’s ExCo and to the Board by the Head of SHW.
Each incident is investigated to determine the facts and any actions required to prevent recurrence. The investigation’s findings are reviewed by the Chief Human Resources Officer at a formal review meeting to consider the thoroughness of the investigation, the suitability of corrective and preventive actions, and to determine whether the fatal accident was within Vodafone’s control or not. All fatalities determined to be within Vodafone’s control are considered ‘recordable’ and are publicly reported.
Our aim is to ensure no one gets hurt. Any loss of life related to our operations is unacceptable. It is therefore with great regret that we record one fatal accident this year that resulted in the deaths of three people.
In Türkiye on 16 July 2024 there was a fatal road traffic accident reported. Two call centre contractor employees and two Vodafone employees were in a car returning from a business dinner at around 22:40 when their car collided with a truck. One of the call centre employees and two Vodafone employees were killed. The remaining call centre employee was discharged from hospital and has made a full physical recovery. We have shared the learnings from this incident across the business to aim to prevent recurrence. Employee fatalities remain rare at Vodafone with the last reported Vodafone employee fatality in August 2015.
LTI is the term we use when a work-related injury or illness results in one or more days away from work. During the year, 23 employee and contractor LTIs were reported. In total these incidents account for 172 lost workdays.
Key performance indicators
| 2025 | 2024 | |||||||
| Work-related injuries or ill health (excluding fatalities) | ||||||||
| Employees and contractors | 23 | 18 | ||||||
| Suppliers’ employees and contractors | 22 | 8 | ||||||
| Lost-time incidents (‘LTI’) | ||||||||
| Number of lost-time employee and contractor incidents | 23 | 18 | ||||||
| Lost-time incident rate per 1,000 employees and contractors | 0.25 | 0.19 | ||||||
| Total recordable fatalities | ||||||||
| Employees and contractors | 2 | 0 | ||||||
| Suppliers’ employees and contractors | 1 | 1 | ||||||
| Members of the public | 0 | 1 | ||||||
Wellbeing
We remain focused on mental health and wellbeing. Mental and wellbeing training and services are available in each market, including the provision of employee assistance and psychological support services.
Our global wellbeing framework includes mental health, physical health, and financial management. The framework is a guide to help our people achieve optimal wellbeing and to ensure we all have access to the best possible wellbeing resources across Vodafone.
In Vodacom, our wellbeing programmes are across all markets in Africa. Highlights include Basic Life Support Training by Vodacom Group, which will now be part of our annual Community Safety initiatives, and Vodafone Egypt’s silver award from the Society for Human Resource Management for outstanding wellbeing management. To support our employees through challenges like political unrest and cyclone Chido, Vodacom Mozambique implemented a work-from home strategy, virtual check-ins and mental wellbeing webinars. In South Africa, we promoted early detection of breast cancer and men’s health awareness. In DRC, drivers received cardiovascular health education, while Vodacom Tanzania and Vodacom Lesotho organised events to promote physical wellbeing and productivity.
In Türkiye, initiatives included local wellbeing challenges. We also held a ‘Health Week’, offering various health services such as hearing tests, eye examinations, HPV vaccinations, and a seminar on office ergonomics.
In Greece, we hosted various sessions on mental health empowerment, parent support, nutrition, and first aid, aiming to foster a healthier and inclusive work environment.
VOIS awareness programmes in India, Spain and Egypt included promoting wellbeing services, personal support for employees affected by natural disasters and personal resilience.
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Click to read more about mental health and wellbeing: vodafone.com/wellbeing |
Workers’ councils and union engagement
There were no material disruptions to operations as a result of union activity during the financial year or between the end of the financial year and the date of this Annual Report on Form 20-F.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 19 | |||||
Our financial performance
Results in-line with expectations
| – |
Total revenue: Increased by 2.0% to € 37.4 billion (FY24: € 36.7 billion) as service revenue growth was partially offset by adverse foreign exchange movements. |
| – |
Service revenue: Increased by 5.1% on an organic basis, and by 2.8% on a reported basis to € 30.8 billion (FY24: € 29.9 billion). An anticipated slowdown in Germany was more than offset by growth across the rest of Europe, Africa and Türkiye. Vodafone Business continued to grow, by 4.0% during the year, supported by demand for digital services, |
| – |
Operating loss/profit: Reversed to a loss of € 0.4 billion (FY24: profit of € 3.7 billion), due to non-cash impairment charges for Germany and Romania totalling € 4.5 billion. See note 4 ‘Impairment losses’ in the consolidated financial statements for more information. |
| – |
Earnings per share: Basic loss per share from continuing operations was 15.86 eurocents in FY25, compared to earnings per share of 4.45 eurocents in the prior year, the decrease primarily due to impairment charges in Germany and Romania. |
| – |
Discontinued operations: The results of Vodafone Spain and Vodafone Italy are reported as discontinued operations and are therefore excluded from continuing operations and the Group’s segment reporting. The disposals completed on 31 May 2024 and 31 December 2024, respectively. See note 7 ‘Discontinued operations and assets for sale’ in the consolidated financial statements for more information. |
Group financial performance
|
FY25 1 €m |
FY24 € m |
Reported
change % |
||||||||||
| Revenue | 37,448 | 36,717 | 2.0 | |||||||||
| – Service revenue | 30,758 | 29,912 | 2.8 | |||||||||
| – Other revenue | 6,690 | 6,805 | ||||||||||
| Operating (loss)/profit | (411) | 3,665 | (111.2 | ) | ||||||||
| Investment income | 864 | 581 | ||||||||||
| Financing costs | (1,931) | (2,626 | ) | |||||||||
| (Loss)/profit before taxation | (1,478) | 1,620 | ||||||||||
| Income tax expense | (2,246) | (50 | ) | |||||||||
| (Loss)/profit for the financial year – Continuing operations | (3,724) | 1,570 | ||||||||||
| Loss for the financial year – Discontinued operations | (22) | (65 | ) | |||||||||
| (Loss)/profit/(loss) for the financial year | (3,746) | 1,505 | ||||||||||
| Attributable to: | ||||||||||||
| – Owners of the parent | (4,169) | 1,140 | ||||||||||
| – Non-controlling interests | 423 | 365 | ||||||||||
| (Loss)/profit for the financial year | (3,746) | 1,505 | ||||||||||
| Basic (loss)/earnings per share – Continuing operations | (15.86)c | 4.45c | ||||||||||
| Basic (loss)/earnings per share – Total Group | (15.94)c | 4.21c | ||||||||||
Note:
| 1. |
The FY25 results reflect average foreign exchange rates of € 1:£0.84, € 1:INR 90.79, € 1:ZAR 19.58, € 1:TRY 36.71 and € 1: EGP 52.56. |
| 20 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Our financial performance continued | ||||||||||
Geographic performance summary
Vodafone Spain and Vodafone Italy are reported as discontinued operations in accordance with International Financial Reporting Standards (‘IFRS’). Accordingly, Vodafone Spain and Vodafone Italy are excluded from the results of continuing operations and are instead presented as a single amount as a loss after tax from discontinued operations in the Group’s Consolidated income statement. Discontinued operations are also excluded from the Group’s segment reporting. The disposals of Vodafone Spain and Vodafone Italy completed on 31 May 2024 and 31 December 2024, respectively.
| Total revenue | Service revenue | Adjusted EBITDAaL |
Adjusted EBITDAaL
margin |
Capital additions | ||||||||||||||||||||||||||||||||||||
| Segment results |
FY25 €m |
FY24 € m |
FY25 €m |
FY24 € m |
FY25 €m |
FY24 € m |
FY25 % |
FY24 % |
FY25 €m |
FY24 € m |
||||||||||||||||||||||||||||||
| Germany | 12,180 | 12,957 | 10,876 | 11,453 | 4,384 | 5,017 | 36.0 | 38.7 | 2,482 | 2,515 | ||||||||||||||||||||||||||||||
| UK | 7,069 | 6,837 | 5,887 | 5,631 | 1,558 | 1,408 | 22.0 | 20.6 | 897 | 866 | ||||||||||||||||||||||||||||||
| Other Europe 2 | 5,694 | 5,504 | 4,805 | 4,722 | 1,510 | 1,516 | 26.5 | 27.5 | 856 | 845 | ||||||||||||||||||||||||||||||
| Türkiye | 3,086 | 2,362 | 2,484 | 1,746 | 842 | 510 | 27.3 | 21.6 | 447 | 319 | ||||||||||||||||||||||||||||||
| Africa | 7,791 | 7,420 | 6,172 | 5,951 | 2,593 | 2,539 | 33.3 | 34.2 | 1,038 | 1,005 | ||||||||||||||||||||||||||||||
| Common Functions 3 | 1,817 | 1,864 | 663 | 559 | 45 | 29 | 1,142 | 781 | ||||||||||||||||||||||||||||||||
| Eliminations | (189 | ) | (227 | ) | (129 | ) | (150 | ) | – | – | – | – | ||||||||||||||||||||||||||||
| Group | 37,448 | 36,717 | 30,758 | 29,912 | 6,862 | 6,331 | ||||||||||||||||||||||||||||||||||
| FY24 | FY25 | |||||||||||||||||||||||||||||||||||||||
| Segment service revenue growth |
Q4 % |
H2 % |
Total % |
Q1 % |
Q2 % |
H1 % |
Q3 % |
Q4 % |
H2 % |
Total % |
||||||||||||||||||||||||||||||
| Germany | 0.6 | 0.5 | 0.2 | (1.5 | ) | (6.2 | ) | (3.9 | ) | (6.4 | ) | (6.0 | ) | (6.2 | ) | (5.0 | ) | |||||||||||||||||||||||
| UK | 6.8 | 6.2 | 5.1 | 2.0 | 2.9 | 2.4 | 7.6 | 5.7 | 6.7 | 4.5 | ||||||||||||||||||||||||||||||
| Other Europe 2 | 0.3 | (4.0 | ) | (5.7 | ) | 1.6 | 2.1 | 1.9 | 2.2 | 1.1 | 1.7 | 1.8 | ||||||||||||||||||||||||||||
| Türkiye | 15.6 | 11.7 | 9.6 | 54.7 | 18.8 | 33.2 | 97.5 | 15.2 | 50.4 | 42.3 | ||||||||||||||||||||||||||||||
| Africa | 1.2 | (3.4 | ) | (9.2 | ) | 1.6 | 0.3 | 0.9 | 4.1 | 8.8 | 6.4 | 3.7 | ||||||||||||||||||||||||||||
| Group | 2.9 | 0.7 | (1.3 | ) | 3.2 | 0.2 | 1.7 | 5.6 | 2.3 | 4.0 | 2.8 | |||||||||||||||||||||||||||||
| FY24 | FY25 | |||||||||||||||||||||||||||||||||||||||
|
Segment organic service revenue
growth 1 |
Q4 % |
H2 % |
Total % |
Q1 % |
Q2 % |
H1 % |
Q3 % |
Q4 % |
H2 % |
Total % |
||||||||||||||||||||||||||||||
| Germany | 0.6 | 0.5 | 0.2 | (1.5 | ) | (6.2 | ) | (3.9 | ) | (6.4 | ) | (6.0 | ) | (6.2 | ) | (5.0 | ) | |||||||||||||||||||||||
| UK | 3.6 | 4.4 | 5.0 | – | 1.2 | 0.6 | 3.3 | 3.1 | 3.2 | 1.9 | ||||||||||||||||||||||||||||||
| Other Europe 2 | 5.5 | 4.6 | 4.2 | 2.3 | 2.6 | 2.5 | 2.6 | 0.8 | 1.7 | 2.1 | ||||||||||||||||||||||||||||||
| Türkiye | 105.6 | 97.8 | 88.5 | 91.9 | 89.1 | 90.3 | 83.4 | 73.2 | 78.1 | 83.4 | ||||||||||||||||||||||||||||||
| Africa | 10.0 | 9.4 | 9.2 | 10.0 | 9.7 | 9.9 | 11.6 | 13.5 | 12.6 | 11.3 | ||||||||||||||||||||||||||||||
| Group | 7.1 | 6.7 | 6.3 | 5.4 | 4.2 | 4.8 | 5.2 | 5.4 | 5.3 | 5.1 | ||||||||||||||||||||||||||||||
| Group profitability | FY24 | FY25 | ||||||||||||||||||||||||||||||||||||||||||||||
| Q4 | H2 | Total | Q1 | Q2 | H1 | Q3 | Q4 | H2 | Total | |||||||||||||||||||||||||||||||||||||||
| Operating profit/ (loss) | € | m | 556 | 1,808 | 3,665 | 1,545 | 837 | 2,382 | 1,022 | (3,815) | (2,793) | (411) | ||||||||||||||||||||||||||||||||||||
Notes:
| 1. |
Organic service revenue growth is a non-GAAP measure. See page 213 for more information. |
| 2. |
Other Europe markets comprise Portugal, Ireland, Greece, Romania, Czech Republic and Albania. |
| 3. |
Capital additions in FY25 includes software arrangements managed centrally on behalf of the Group. |
Germany: Turnaround continuing through challenging market conditions
|
FY25 €m |
FY24 € m |
Reported change % |
Organic change 1 % |
|||||||||||||
| Total revenue | 12,180 | 12,957 | (6.0) | |||||||||||||
|
Service revenue |
10,876 | 11,453 | (5.0) | (5.0) | ||||||||||||
| Other revenue | 1,304 | 1,504 | ||||||||||||||
| Adjusted EBITDAaL | 4,384 | 5,017 | (12.6) | (12.6) | ||||||||||||
| Adjusted EBITDAaL margin | 36.0% | 38.7% | ||||||||||||||
Note:
| 1. |
Organic growth is a non-GAAP measure. See page 213 for more information. |
Growth
Total revenue decreased by 6.0% to € 12.2 billion as a result of lower service revenue and equipment revenue. As anticipated, service revenue declined by 5.0% (Q3: -6.4%; Q4: -6.0%), primarily due to a 3.0 percentage point negative impact (Q3: -3.8 percentage points; Q4: -3.3 percentage points) from the end of bulk TV contracting in multi dwelling units (‘MDU’), which came into full effect from July 2024, as well as a lower broadband customer base following the price increases in the prior year. The small improvement in quarterly trends was driven by the lower impact of the TV law change and higher wholesale service revenue, partially offset by lower mobile ARPU.
Fixed service revenue declined by 8.1% (Q3:-10.7%; Q4: -9.7%) due to the cumulative impact of TV and broadband customer losses. The MDU transition had a 5.5 percentage point impact (Q3:-6.8 percentage points; Q4: -5.9 percentage points) on fixed service revenue growth. Excluding this impact, Q4 trends were broadly stable. Mobile service revenue declined by 1.2% (Q3: -1.0%; Q4: -1.2%) as ARPU pressure, due to higher competitive intensity in the market and lower mobile termination rates, was only partially offset by higher wholesale revenue. 1&1 began migrating their customers onto our network in the second half of the year as a part of our long-term national roaming agreement and we continue to expect the migration to reach a full run-rate during H2 FY26. Vodafone Business service revenue declined by 2.3% (Q3: -3.0%; Q4: -2.8%) as price pressure in the mobile segment, in particular from SoHo customers and large corporates optimising spend, as well as lower roaming revenue, was only partially offset by growth in digital services. Digital services revenue continued to grow, supported by demand for our Cloud services which grew by 15.1% in FY25. In March 2025, we announced the launch of our new Cyber Security Centre in Düsseldorf which aims to support SMEs through monitoring and resolving cyber security threats.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 21 | |||||
| Our financial performance continued | ||||||||||
Adjusted EBITDAaL declined by 12.6%, primarily due to a 7.5 percentage point impact related to the MDU transition (H1: -7.0 percentage points; H2: -8.0 percentage points). Excluding this impact, the decline in Adjusted EBITDAaL was largely driven by lower service revenue and increased investment in the customer experience, our brand and Vodafone Business as we have chosen to prioritise investment to support the turnaround of Vodafone Germany, as well as higher customer costs in the more intense competitive environment. A 2.4 percentage point benefit from lower energy costs was offset by higher inflation across the cost base. The Adjusted EBITDAaL margin was 2.7 percentage points lower year-on-year at 36.0%.
Customers
Our broadband customer base declined by 102,000 in FY25, including the loss of 43,000 customers on our gigabit-capable network. During the year, customer additions on our gigabit-capable broadband footprint gradually improved and, as we had anticipated, in the second half of the year we stabilised our gigabit customer base. This was supported by the improved customer experience, as we have achieved the lowest ever share of detractors in our base. We are now the largest provider of fixed line gigabit connectivity in Germany, supported by our wholesale agreements with Deutsche Telekom and Deutsche Glasfaser. We can now market gigabit speeds to almost 75% of German homes with 5 million fibre households beyond our own cable footprint of 25 million households.
During the year, we completed the migration of our MDU TV customer base following the change in TV law that came into effect in July 2024. By the end of March 2025, we had retained 4.2 million households under new commercial terms, which is in line with our initial expectation that we would retain around 50% of the 8.5 million MDU TV households.
Despite higher competitive intensity in the mobile market, our Consumer mobile contract customer base increased by 90,000. Our increased focus on higher value branded and direct sales channels was partially offset by the anticipated loss of low-margin customers through reseller channels and 65,000 net disconnections from business accounts, partially driven by some large contract tenders in the prior year. We added a further 6.4 million IoT connections, driven by demand from the automotive sector.
UK: Robust adjusted EBITDAaL performance
|
FY25 €m |
FY24 € m |
Reported change % |
Organic
change 1 % |
|||||||||||||
| Total revenue | 7,069 | 6,837 | 3.4 | |||||||||||||
| Service revenue | 5,887 | 5,631 | 4.5 | 1.9 | ||||||||||||
| Other revenue | 1,182 | 1,206 | ||||||||||||||
| Adjusted EBITDAaL | 1,558 | 1,408 | 10.7 | 7.9 | ||||||||||||
| Adjusted EBITDAaL margin | 22.0% | 20.6% | ||||||||||||||
Note:
| 1. |
Organic growth is a non-GAAP measure. See page 213 for more information. |
Growth
Total revenue increased by 3.4% to € 7.1 billion due to service revenue growth and the appreciation of GBP:EUR. Service revenue increased by 4.5% (Q3:7.6%; Q4: 5.7%) due to foreign exchange movements and organic growth in service revenue which increased by 1.9% (Q3: 3.3%; Q4: 3.1%), as growth in Consumer was offset by a decline in Business.
Mobile service revenue grew by 2.9% (Q3: 6.0%, Q4: 4.4%), as broadly stable organic mobile service revenue of 0.3% (Q3: 1.8%, Q4: 1.8%) was supported by the appreciation of GBP:EUR. The organic performance was primarily driven by Consumer customer base growth and the delivery of project milestones in Business. This was partially offset by the significantly lower level of inflation-linked price rises compared to the prior year and the ongoing dilution of the back book from front book pricing in mobile. Fixed service revenue grew by 9.2% (Q3: 12.3%, Q4: 8.8%) and organic growth in fixed service revenue was 6.5% (Q3 7.6%, Q4: 6.4%). Growth was supported by foreign exchange movements, continued growth in our customer base and ARPU growth in Consumer. The slowdown in quarterly trends was driven by Business due to some managed services contract losses.
Vodafone Business service revenue increased by 1.6% (Q3: 3.7%, Q4: 3.7%) and organic growth in Vodafone Business service revenue declined by 0.9% (Q3: -0.4%, Q4: 1.3%). Growth in fixed due to commercial performance, and business demand for our digital services and project work, was offset by a decline in mobile, primarily driven by lower inflation-linked price increases and ARPU pressure. The improvement in quarterly growth trends was driven by project activity.
Adjusted EBITDAaL increased by 10.7% in the period, and on an organic basis, Adjusted EBITDAaL increased by 7.9%. The increase in Adjusted EBITDAaL was primarily driven by service revenue growth, a 2.7 percentage point benefit from lower energy costs and other cost efficiencies. The Adjusted EBITDAaL margin improved by 1.4 percentage points year-on-year to 22.0%.
Customers
We have delivered significant improvements in customer experience this year and now have a market leading NPS position and lowest ever share of detractors in our base. This is reflected in Ofcom mobile complaints, which are down 30% year-on-year. These achievements supported our record level customer loyalty, and an increase in our mobile Consumer contract customer base of 117,000. This was partially offset by large low-value contract disconnections in Business and a reclassification of part of the mobile customer base to IoT, with our total contract customer base increasing by 7,000 in FY25.
In fixed, we continue to be one of the fastest growing broadband providers in the UK and our customer base increased by 227,000 during the year. This was supported by the launch of the new ‘One Touch Switching’ service in September 2024, making it even easier for customers to join us. We now cover 19.4 million households with gigabit speeds, and in July, we announced that we now offer faster speeds of up to 2.2Gbps in more locations than any other provider.
Portfolio
In June 2023, we announced a binding agreement to combine our UK business with Three UK to create a sustainable and competitive third scaled network operator in the UK. In December 2024, the UK’s Competition and Markets Authority (‘CMA’) approved the combination of Vodafone and Three in the UK. Following the merger, which we expect to complete in the first half of 2025. Vodafone and CK Hutchison will own 51% and 49% of the combined business, respectively. This combination will provide customers with greater choice and more value, drive greater competition, and enable increased investment with a clear £11 billion plan to create one of Europe’s most advanced 5G networks.
| 22 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Our financial performance continued | ||||||||||
Other Europe 1 : Continued service revenue growth
|
FY25 €m |
FY24 € m |
Reported
% |
Organic
change 2 % |
|||||||||||||
| Total revenue | 5,694 | 5,504 | 3.5 | |||||||||||||
|
Service revenue |
4,805 | 4,722 | 1.8 | 2.1 | ||||||||||||
|
Other revenue |
889 | 782 | ||||||||||||||
| Adjusted EBITDAaL | 1,510 | 1,516 | (0.4 | ) | – | |||||||||||
| Adjusted EBITDAaL margin | 26.5% | 27.5% | ||||||||||||||
Notes:
| 1. |
Other Europe markets comprise Portugal, Ireland, Greece, Romania, Czech Republic and Albania. |
| 2. |
Organic growth is a non-GAAP measure. See page 213 for more information. |
Growth
Total revenue grew by 3.5% to € 5.7 billion as higher service and equipment revenue was partially offset by the depreciation of local currencies versus the euro. Service revenue increased by 1.8% (Q3: 2.2%, Q4: 1.1%) as adverse foreign exchange movements were offset by organic growth in service revenue of 2.1% (Q3: 2.6%, Q4: 0.8%), driven by a higher contract customer base in mobile and broadband, and by price actions in most markets, partly offset by lower mobile termination rates. The slowdown in quarterly trends was due to the exceptionally high growth in Q4 the prior year driven by public sector projects.
In Portugal, both our Consumer and Business segments continued to perform well during the year. In November 2024 we launched our new second brand, Amigo, to compete effectively across all segments of the market following the launch of a fourth player. In Ireland, service revenue grew due to higher broadband customer base supported by improved customer loyalty, partially offset by lower mobile termination rates. Service revenue in Greece increased, particularly due to growth in the public sector and a higher mobile contract customer base.
Vodafone Business service revenue increased by 3.9% (Q3: 5.3%, Q4: 1.5%), as organic growth in Vodafone Business service revenue of 4.4% (Q3: 5.8%, Q4: 1.2%) was offset by adverse foreign exchange movements. Organic growth was mainly driven by digital services, as well as public sector project work in Portugal, Greece and Romania.
Adjusted EBITDAaL declined by 0.4% in the period and was stable on an organic basis, as service revenue growth and ongoing cost control was offset by a deferral of income recognition relating to certain Business contracts and a provision. The Adjusted EBITDAaL margin decreased by 1.0 percentage points year-on-year to 26.5%.
Customers
We won 462,000 new mobile contract customers across our six markets, mainly driven by Portugal and Greece. In Portugal, we won 170,000 new contract customers in mobile and 23,000 in fixed broadband. In Greece, the mobile contract base grew by 149,000, though fixed broadband customers declined by 17,000. In Ireland, our mobile contract customer base increased by 18,000 and the broadband customer base by 22,000. Through our fixed wholesale network access partnerships, including our fibre joint venture, SIRO, we now cover 1.7 million households in Ireland with FTTH.
Portfolio
In October 2024, we announced that, along with Digi Romania, we have signed a memorandum of understanding with Hellenic Telecommunications in relation to a potential acquisition of separate parts of its subsidiary Telekom Romania. The discussions are at an advanced stage with the regulatory approval process ongoing.
Türkiye: Growth in real terms and on a euro basis
|
FY25 €m |
FY24 € m |
Reported
% |
Organic
change 1 % |
|||||||||||||
| Total revenue | 3,086 | 2,362 | 30.7 | |||||||||||||
|
Service revenue |
2,484 | 1,746 | 42.3 | 83.4 | ||||||||||||
|
Other revenue |
602 | 616 | ||||||||||||||
| Adjusted EBITDAaL | 842 | 510 | 65.1 | 110.5 | ||||||||||||
| Adjusted EBITDAaL margin | 27.3% | 21.6% | ||||||||||||||
Note:
| 1. |
Organic growth is a non-GAAP measure. See page 213 for more information. |
Hyperinflationary accounting in Türkiye
Türkiye was designated as a hyperinflationary economy on 1 April 2022 in line with IAS 29 ‘Financial Reporting in Hyperinflationary Economies’. See note 1 ‘Basis of preparation’ in the consolidated financial statements for further information.
Organic growth metrics exclude the impact of the hyperinflation adjustment and foreign exchange translation in Türkiye. See page 214 for more information.
Growth
Total revenue increased by 30.7% to € 3.1 billion, with service revenue growth partly offset by depreciation of the local currency versus the euro.
Service revenue increased by 83.4% (Q3: 83.4%, Q4: 73.2%) on an organic basis. Service revenue growth in euro terms was 42.3% (Q3: 97.5%, Q4: 15.2%) as reported under IAS 29. Excluding the impact of hyperinflationary accounting adjustments, service revenue increased by 45.2% in euro terms (Q3: 53.1%; Q4: 52.3%). Growth in Türkiye was primarily driven by ongoing price actions, value accretive base management and continued customer base growth, partially offset by adverse foreign exchange movements.
Vodafone Business service revenue increased by 107.1% (Q3: 102.8%, Q4: 105.1%) on an organic basis in FY25, with growth supported by business demand for our digital services, as well as inflationary mobile price actions. In euro terms, Business service revenue increased by 60.9% (Q3: 117.0%, Q4: 38.0%) as reported under IAS 29.
Adjusted EBITDAaL increased by 110.5% on an organic basis, supported by service revenue growth, ongoing digitalisation and our continued focus on cost efficiency. Adjusted EBITDAaL continued to grow in euro terms and increased by 65.1% during the year. The Adjusted EBITDAaL margin increased by 5.7 percentage points year-on-year (6.7 percentage points on an organic basis) to 27.3%.
Customers
We won 952,000 new mobile contract customers during the year, including migrations of prepaid customers.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 23 | |||||
| Our financial performance continued | ||||||||||
Africa: Accelerating growth supporting upgraded mid-term guidance
|
FY25
€m |
FY24 € m |
Reported
% |
Organic
change 1 % |
|||||||||||||
| Total revenue | 7,791 | 7,420 | 5.0 | |||||||||||||
|
Service revenue |
6,172 | 5,951 | 3.7 | 11.3 | ||||||||||||
|
Other revenue |
1,619 | 1,469 | ||||||||||||||
| Adjusted EBITDAaL | 2,593 | 2,539 | 2.1 | 10.2 | ||||||||||||
| Adjusted EBITDAaL margin | 33.3% | 34.2% | ||||||||||||||
Note:
| 1. |
Organic growth is a non-GAAP measure. See page 213 for more information. |
Growth
Total revenue increased by 5.0% to € 7.8 billion as higher service and equipment revenue was partially offset by the depreciation of the Egyptian pound versus the euro. Service revenue increased by 3.7% (Q3: 4.1%, Q4: 8.8%) and organic growth in service revenue was 11.3% (Q3: 11.6%, Q4: 13.5%) with growth in South Africa, Egypt and all of Vodacom’s international markets, apart from Mozambique. The improvement in quarterly trends reflect an acceleration in growth across all Vodacom segments.
In South Africa, service revenue growth was supported by demand for fixed connectivity, an acceleration in the Consumer prepaid segment and growth in the mobile contract segment, which benefited from price increases. Financial services revenue grew by 12.1% to € 176 million, supported by growth in our insurance services.
Service revenue in Egypt grew well above inflation during the year and accelerated in Q4. The performance was supported by price actions, sustained customer base growth and demand for data. Our financial services product, ‘Vodafone Cash’ revenue increased by 18.8% to € 113.7 million and now represents 8.0% of Egypt’s service revenue.
In Vodacom’s international markets, service revenue growth was supported by a higher customer base and M-Pesa and data revenue growth. M-Pesa revenue grew by 10.0% to € 427.9 million, and now represents 27.6% of service revenue.
Vodacom Business service revenue grew by 5.4% (Q3: 6.6%; Q4: 9.6%) and organic growth in Vodacom Business service revenue was 10.0% (Q3: 10.8%; Q4: 11.5%), with South Africa supported by demand for digital services and fixed connectivity.
Adjusted EBITDAaL increased by 2.1% as the depreciation of local currencies versus the euro was more than offset by organic growth. On an organic basis, adjusted EBITDAaL increased by 10.2% due to service revenue growth, cost initiatives and the base effect of the Egyptian pound devaluation in the prior year. The Adjusted EBITDAaL margin decreased by 0.9 percentage points year-on-year (-0.2 percentage points on an organic basis) to 33.3%.
Customers
In South Africa, we won 152,000 new contract customers in FY25, and now have a mobile contract base of 7.0 million. Across our active customer base, 78.9% of our mobile customers use data services. Our ‘VodaPay’ super-app continued to gain traction with 11.9 million registered users.
In Egypt, we won 656,000 new contract customers and 2.5 million prepaid mobile customers during the year, and we now have 51.5 million customers. ‘Vodafone Cash’ reached 11.4 million active users with 3.2 million users added during the year.
In Vodacom’s international markets, we won 5.9 million new mobile customers in FY25, and our mobile customer base is now 60.0 million, with 67.3% of active customers using our data services. Our M-Pesa customer base now totals 25.2 million.
Investor Briefing
Vodacom Group hosted an investor briefing in February 2025, which encompassed a series of presentations and showcases covering the Vodacom Group’s medium-term strategy and the key growth opportunities across its markets and products. As part of this update, Vodacom communicated an ambition to accelerate Group EBITDA growth into double-digit. This represents an upgrade from the existing medium-term target framework of high single-digit EBITDA growth.
|
Click or scan to watch Vodacom presentations: vodacom.com/presentations |
|
|
|
Click to see further information on our operations
in Africa: vodacom.com |
|
| 24 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Our financial performance continued | ||||||||||
Vodafone Investments
|
FY25 €m |
FY24 € m |
|||||||
|
Vantage Towers
(Oak Holdings 1 GmbH) |
(74 | ) | (85 | ) | ||||
| VodafoneZiggo Group Holding B.V. | (125 | ) | (177 | ) | ||||
| Safaricom Limited | 201 | 159 | ||||||
| Indus Towers Limited | 55 | 140 | ||||||
| Other 1 (including TPG Telecom Limited) | (180 | ) | (133 | ) | ||||
| Share of results of equity accounted associates and joint ventures | (123 | ) | (96 | ) | ||||
Note:
| 1. |
The Group’s investment in Vodafone Idea Limited (‘VIL’) was reduced to € nil in the year ended 31 March 2020 and the Group has not recorded any profit or loss in respect of its share of VIL’s results since that date. |
Vantage Towers – 44.7% ownership
In March 2023, we announced the completion of Oak Holdings GmbH, our co-control partnership for Vantage Towers with a consortium of long-term infrastructure investors led by Global Infrastructure Partners and KKR. We received initial net proceeds of € 4.9 billion in March 2023, followed by a further € 500 million in July 2023 and € 1.3 billion in August 2024, taking total net proceeds to € 6.6 billion and the Consortium’s ownership in Oak Holdings GmbH to 50%. Our effective stake in Vantage Towers is 44.7%. During the year, total revenue increased by 6.9% to € 1.2 billion, supported by 2,020 net new tenancies and 839 new macro sites. As a result, the tenancy ratio increased to 1.53x (31 March 2024: 1.50x). Vodafone’s share of results in the period reflects the amortisation of intangible assets arising from the completion of the co-control partnership for Vantage Towers. During the year, Vantage Towers distributed € 307 million in dividends to Vodafone.
VodafoneZiggo Joint Venture (Netherlands) – 50.0% ownership
The results of VodafoneZiggo are prepared under US GAAP, which is broadly consistent with Vodafone’s IFRS basis of reporting. Total revenue decreased 1.1% to € 4.1 billion, as a decline in the fixed customer base was only partially offset by contractual price increases. In FY25, VodafoneZiggo’s mobile contract customer base increased by 14,000 driven by growth in the Consumer segment. VodafoneZiggo’s broadband customer base declined by 105,000 customers due to the competitive price environment. VodafoneZiggo offers gigabit speeds to 7.6 million homes, providing nationwide coverage. During the year, VodafoneZiggo successfully acquired a 100 MHz spectrum license in the 3.5 GHz band. Vodafone’s share of net loss for the year decreased, driven by higher gains on derivative financial instruments and tax, partially offset by lower operating income. During the year, Vodafone received € 63 million in dividends and € 51 million in interest payments from the joint venture.
Safaricom Associate (Kenya) – 27.8% ownership
Safaricom service revenue grew by 26.3% to € 2.7 billion, driven by organic growth of 11.2% and favourable foreign exchange movements of the Kenyan shilling versus the euro. Vodafone’s higher share of results was due to results in Kenya. During the period, Vodafone received € 136 million in dividends from Safaricom.
TPG Telecom Limited Joint Venture (Australia) – 25.1% ownership
TPG Telecom Limited (‘TPG’) is a fully integrated telecommunications operator in Australia and is listed on the Australian stock exchange. The Group owns an equivalent economic interest of 25.1%, via an 11% direct stake in TPG and a 14% indirect stake, held through a 50:50 joint venture with CK Hutchison. During the year, the Group received € 24 million in dividends from its direct stake in TPG. The Group provides guarantees amounting to $1.0 billion and € 0.6 billion (2024: $1.0 billion and € 0.6 billion) in relation to its 50% share in a multicurrency loan facility held by the joint venture. In October 2024, TPG announced the sale of its fixed network infrastructure assets and enterprise, government and wholesale fixed telecommunications services business for AU$5.25 billion. The transaction is subject to regulatory approval and other customary conditions precedent.
Vodafone Idea Limited Joint Venture (India) – 24.4% ownership
After undertaking equity fund-raisings and allotments to vendors since March 2024, the Group’s shareholding in Vodafone Idea Limited has reduced to 24.4%. See note 29 ‘Contingent liabilities and legal proceedings’ in the consolidated financial statements for more information.
On 30 March 2025, Vodafone Idea announced that the government had agreed to convert US$4.3 billion of its outstanding spectrum dues to equity. The Group’s shareholding in Vodafone Idea Limited was subsequently diluted to 16.1% in April 2025.
Indus Towers Limited (India)
The Group disposed of its investment in Indus Towers Limited in two tranches during June and December 2024. See note 29 ‘Contingent liabilities and legal proceedings’ in the consolidated financial statements for more information.
Net financing costs
|
FY25 €m |
FY24 € m |
Reported
% |
||||||||||
| Investment income | 864 | 581 | ||||||||||
| Financing costs | (1,931 | ) | (2,626 | ) | ||||||||
| Net financing costs | (1.067 | ) | (2,045 | ) | 47.8 | |||||||
| Adjustments for: | ||||||||||||
| Mark-to-market (gains)/losses | (2 | ) | 97 | |||||||||
| Foreign exchange losses | 1 | 173 | ||||||||||
| Fair value gains on Other Investments through profit and loss | (247 | ) | – | |||||||||
| Adjusted net financing costs 1 | (1,315 | ) | (1,775 | ) | 25.9 | |||||||
Note:
| 1. |
Adjusted net financing costs is a non-GAAP measure and exclude mark-to-market and foreign exchange gains/losses, together with fair value movements in other investments through profit and loss. See page 213 for more information. |
Net financing costs decreased by € 978 million and include a gain of € 253 million on certain bonds bought back prior to their maturity dates; a revaluation gain of € 247 million from Other investments classified at fair value through profit and mark-to-market and foreign exchange gains in the current year, combined with lower interest paid on loans and collateral balances.
Adjusted net financing costs decreased by € 460 million, mainly as a result of the gain of € 253 million from the early redemption of the bonds bought back in the period as well as lower interest costs mainly due to repayment of the borrowings secured against the Group’s shareholdings in Indus Towers and Vodafone Idea.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 25 | |||||
| Our financial performance continued | ||||||||||
Taxation
|
FY25 % |
FY24 % |
Reported
change pps |
||||||||||
| Effective tax rate | (152.0 | ) | 3.1 | (155.1 | ) | |||||||
The Group’s Effective tax rate (‘ETR’) for the year ended 31 March 2025 was (152.0)% (FY24: 3.1%).
The negative ETR is driven by the € 4,515 million impairments of Germany and Romania that are permanently non-deductible for tax. Excluding these the ETR would be positive 74.0%. This rate is high due to items that are not expected to re-occur, including a charge of € 718 million on remeasurement of the Luxembourg deferred tax asset following a 1% corporate tax rate reduction, a € 185 million tax charge on the settlement of the VISPL tax cases in India, a € 164 million tax charge arising on the € 26 million net gain on the disposal of a 10% stake in Oak Holdings GmbH, a net € 128 million tax charge as an effect of hyper-inflation tax and accounting adjustments in Türkiye, offset by a net € (53)m credit in relation to the disposal of Indus Towers and settlement of the secondary pledge.
The BEPS Pillar Two Minimum Tax legislation was enacted in July 2023 in the UK with effect from 2024. The Group has applied the temporary exception under IAS 12 in relation to the accounting for deferred taxes arising from the implementation of the Pillar Two rules. The tax charge for the year ended 31 March 2025 includes a current tax charge of € 7 million relating to Pillar 2 income taxes
Earnings per share
|
FY25
eurocent |
FY24
eurocents |
Reported
change eurocents |
||||||||||
| Basic (loss)/earnings per share – Continuing operations | (15.86 | ) | 4.45 | (20.31 | ) | |||||||
| Basic (loss)/earnings per share – Total Group | (15.94 | ) | 4.21 | (20.15 | ) | |||||||
Basic loss per share from continuing operations was 15.86 eurocents, compared to earnings per share of 4.45 eurocents in FY24. The decrease was primarily due to impairment losses in respect of Germany and Romania, together with a higher income tax expense, which outweighed lower net financing costs.
Consolidated statement of financial position
The consolidated statement of financial position is set out on page 128 . Details on the major movements of both our assets and liabilities in the year are set out below.
In accordance with IFRS requirements, Vodafone Spain and Vodafone Italy are reported as discontinued operations in the consolidated financial statements. Assets and liabilities held for sale as at 31 March 2024 were € 19.0 billion and € 6.9 billion, respectively, and comprised Vodafone Spain and Vodafone Italy. The disposal of Vodafone Spain completed on 31 May 2024 and the disposal of Vodafone Italy completed on 31 December 2024. There were no assets and liabilities held for sale at 31 March 2025. See note 7 ‘Discontinued operations and assets held for sale’ in the consolidated financial statements for more information.
Assets
Non-current assets
Intangible assets decreased by € 5.4 billion between 31 March 2024 and 31 March 2025 to € 33.4 billion. This primarily reflects: (i) non-cash impairment charges for Vodafone Germany and Vodafone Romania totalling € 4.5 billion, and (ii) amortisation exceeding additions by € 1.0 billion in the year.
Property, plant and equipment increased by € 2.2 billion between 31 March 2024 and 31 March 2025 to € 30.7 billion. This reflects an increase of € 1.0 billion in owned assets and an increase of € 1.2 billion in right-of-use assets.
Investments in associates and joint ventures decreased by € 3.1 billion between 31 March 2024 and 31 March 2025 to € 6.9 billion, primarily attributable to the sale of a further 10% in Oak Holdings 1 GmbH (Vantage Towers) and the sale of the Group’s stake in Indus Towers. See note 12 ‘Associates and joint arrangements’ in the consolidated financial statements for more information.
Other investments increased by € 2.1 billion between 31 March 2024 and 31 March 2025 to € 3.2 billion, due to an increase of € 1.2 billion in equity securities and an increase of € 0.9 billion in bond and debt securities held by the Group.
Deferred tax assets decreased by € 1.1 billion between 31 March 2024 and 31 March 2025 to € 19.0 billion. See note 6 ‘Taxation’ in the consolidated financial statements for more information.
Trade and other receivables increased by € 0.5 billion between 31 March 2024 and 31 March 2025 to € 6.4 billion.
Current assets
Current assets increased by € 8.1 billion between 31 March 2024 and 31 March 2025 to € 28.6 billion. This was primarily due to an increase in cash and cash equivalents of € 4.8 billion, an increase of € 0.8 billion in Trade and other receivables and an increase of € 2.3 billion in Other investments.
Total equity and liabilities
Equity
Total equity decreased by € 7.1 billion between 31 March 2024 and 31 March 2025 to € 53.9 billion, primarily due to comprehensive expense in the period of € 3.2 billion, € 2.0 billion of dividends paid to the Group’s shareholders and a € 2.0 billion decrease attributable to the purchase of Treasury shares.
Non-current liabilities
Non-current liabilities decreased by € 2.2 billion between 31 March 2024 and 31 March 2025 to € 51.9 billion, primarily due to a decrease in Borrowings of € 3.2 billion, offset by an increase in Trade and other payables of € 0.8 billion.
| 26 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Our financial performance continued | ||||||||||
Current liabilities
Current liabilities increased by € 0.4 billion between 31 March 2024 and 31 March 2025 to € 22.8 billion, primarily due to an increase of € 0.7 billion in Trade and other payables, an increase of € 0.2 billion in Provisions and an increase of € 0.2 billion in Taxation liabilities, partially offset by a decrease in borrowings of € 0.7 billion.
Inflation
The Group continues to apply hyperinflationary accounting, as specified in IAS 29, at its Turkish operations where the functional currency is the Turkish lira and to Safaricom’s operations in Ethiopia where the Ethiopian birr is the functional currency. See note 1 ‘Basis of preparation’ in the consolidated financial statements for more information and for a summary of the impact on the financial results of the Group for the year ended 31 March 2025.
Cash flow and funding
Analysis of cash flow
|
FY25 €m |
FY24 € m |
Reported
% |
||||||||||
| Inflow from operating activities | 15,373 | 16,557 | (7.2 | ) | ||||||||
| Inflow/(outflow) from investing activities | 4,759 | (6,122 | ) | 177.7 | ||||||||
| Outflow from financing activities | (15,278 | ) | (15,855 | ) | 3.6 | |||||||
| Net cash inflow/ (outflow) | 4,854 | (5,420 | ) | 189.6 | ||||||||
| Cash and cash equivalents at the beginning of the financial year | 6,114 | 11,628 | ||||||||||
| Exchange loss on cash and cash equivalents | (75 | ) | (94 | ) | ||||||||
| Cash and cash equivalents at the end of the financial year | 10,893 | 6,114 | ||||||||||
Cash inflow from operating activities decreased to € 15,373 million, primarily due to lower inflows from discontinued operations.
Inflow from investing activities increased by € 10,881 million to € 4,759 million, primarily driven by the disposals of Vodafone Spain and Vodafone Italy and the proceeds received from the disposal of 10% of Oak Holdings 1 GmBH ( € 1,336 million) and the disposal of 18% of Indus Towers Limited ( € 1,684 million). The Group disposed of Vodafone Spain to Zegona Communications plc (‘Zegona’) for total cash consideration of € 4,069 million (subject to closing accounts adjustments), of which € 3,669 million is included in this line, and Vodafone Italy to Swisscom AG (‘Swisscom’) for total cash consideration of € 7,885 million (after closing accounts adjustments), of which € 7,707 million is included in this line. The remaining € 400 million and € 178 million respectively relates to the future use of the Vodafone brand by Zegona and Swisscom, and to certain procurement services to be provided by the Group to Zegona and is included in Inflow from operating activities. This was offset by a higher outflow in relation to the purchase of investments.
Inflow/(outflow) from investing activities includes the purchase of property, plant and equipment. See the consolidated statement of cash flows on page 131 for more information for the year ended 31 March 2025 and the comparative year. The Group continues to invest to further expand 5G roll-out coverage and capacity.
Outflows from financing activities decreased by € 577 million to € 15,278 million, as lower net cash outflows in respect of borrowings, dividends and discontinued operations were partly offset by higher interest paid arising from the repayment of borrowings secured against Indian assets and higher payments in respect of the purchase of treasury shares.
Borrowings and cash position
|
|
FY25
€m |
|
|
Re-presented
FY24 € m |
1
|
|
Reported
change % |
|
||||
| Non-current borrowings | (46,096 | ) | (49,259 | ) | ||||||||
| Current borrowings | (7,047 | ) | (7,728 | ) | ||||||||
| Borrowings | (53,143 | ) | (56,987 | ) | ||||||||
| Cash and cash equivalents | 11,001 | 6,183 | ||||||||||
| Borrowings less cash and cash equivalents | (42,142 | ) | (50,804 | ) | 17.0 |
Note:
| 1. |
On 1 April 2024, the Group adopted amendments to IAS 1 ‘Presentation of Financial Statements’ which has impacted the classification of certain bonds between current borrowings and non-current borrowings. See note 1 ‘Basis of preparation’ in the consolidated financial statements for more information. |
Borrowings principally includes bonds of € 36,402 million (31 March 2024: € 40,743 million), lease liabilities of € 10,826 million (31 March 2024: € 9,672 million), cash collateral liabilities of € 2,357 million (31 March 2024: € 2,628 million) and € nil (31 March 2024: € 1,720 million) of bank borrowings that are secured against the Group’s shareholdings in Indus Towers and Vodafone Idea.
The decrease in borrowings of € 3,844 million was primarily driven by the repayment of the bank borrowings that are secured against the Group’s shareholdings in Indus Towers and Vodafone Idea assets of € 1,794 million, repayment of bonds of € 7,408 million and a net reduction in collateral liabilities of € 271 million, partially offset by the issue of new bonds of € 3,358 million, an increase in lease liabilities of € 1,154 million and an increase in bank loans and other borrowings of € 1,335 million.
Liquidity is reviewed daily on at least a 12-month rolling basis and stress tested on the assumption that any commercial paper outstanding matures and is not reissued. The Group maintains substantial cash and cash equivalents which at 31 March 2025 amounted to cash € 11.0 billion (2024: € 6.2 billion) and undrawn committed facilities of € 8.0 billion (2024: € 8.0 billion), principally US dollar and euro revolving credit facilities of US$4.0 billion ( € 3.7 billion) and € 4.1 billion and which mature in 2028 and 2030 respectively. The Group manages liquidity risk on non-current borrowings by maintaining a varied maturity profile with a cap on the level of debt maturity in any one calendar year, therefore minimising refinancing risk. Non-current borrowings mature between 1 and 61 years.
See note 21 ‘Borrowings’ and note 22 ‘Capital and financial risk management’ in the consolidated financial statements for more information on the funding position of the Group and note 28 ‘Commitments’ for disclosure of the minimum amounts the Group was committed to pay at 31 March 2025 and for the comparative period.
Prior year operating results
Our operating performance for the last financial year ended 31 March 2024 compared to the financial year ended 31 March 2023 can be found on pages 21 to 31 of our Annual Report on Form 20-F filed with the United States Securities and Exchange Commission on 14 June 2024.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 27 | |||||
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Our financial performance continued
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Acquisitions and disposals
See note 27 ‘Acquisitions and disposals’ in the consolidated financial statements for details of acquisition and disposal transactions during the years ended 31 March 2025 and 2024.
Acquisitions and disposals in the year ended 31 March 2023 are summarised below.
Acquisitions
On 13 November 2022, the Group completed the purchase of 4.2% of Vantage Towers A.G. for cash consideration of € 667 million.
Disposals
On 22 March 2023, the Group completed the disposal of its interest in Vantage Towers A.G. to Oak Holdings 1 GmbH, the co-control partnership of Vodafone, GIP and KKR, resulting in a net gain on disposal of € 8,607 million.
On 21 February 2023, the Group completed the sale of its 70% shareholding in Vodafone Telecommunications Company Limited (‘Vodafone Ghana’) to Telecel Group, resulting in a net gain on disposal of € 689 million.
On 31 January 2023, the Group completed the sale of Vodafone Magyarország Zrt (‘Vodafone Hungary’) to 4iG Public Limited Company and Corvinus Zrt, resulting in a loss on disposal of € 69 million.
On 13 December 2022, the Group completed the transfer of its 55% shareholding in Vodafone Egypt to its subsidiary, Vodacom Group Limited.
Share buybacks
In May 2024, the Group started a series of irrevocable and non-discretionary share buyback programmes, announced on 15 May 2024, 7 August 2024, 14 November 2024 and 4 February 2025, in order to return € 2 billion of the proceeds from the sale of Vodafone Spain. The final tranche of that series of programmes completed on 19 May 2025.
A new share buyback programme of up to € 2.0 billion of the proceeds from the sale of Vodafone Italy was announced on 20 May 2025.
Details of the shares purchased under these programmes are shown below.
| Date of share purchase |
Number of shares
000s |
Average price paid
per share inclusive of transaction costs Pence |
Total number of shares
000s |
Total consideration of shares
the programmes € 000 |
||||||||||||||||||||||||
| May 2024 | 134,665 | 75.85 | 134,665 | 119,682 | ||||||||||||||||||||||||
| June 2024 | 267,498 | 71.44 | 402,163 | 345,402 | ||||||||||||||||||||||||
| July 2024 | 155,255 | 70.21 | 557,418 | 474,641 | ||||||||||||||||||||||||
| August 2024 | 331,325 | 74.05 | 888,743 | 760,541 | ||||||||||||||||||||||||
| September 2024 | 132,247 | 76.81 | 1,020,990 | 881,174 | ||||||||||||||||||||||||
| October 2024 | 85,489 | 73.46 | 1,106,479 | 956,336 | ||||||||||||||||||||||||
| November 2024 | 286,834 | 70.89 | 1,393,313 | 1,198,036 | ||||||||||||||||||||||||
| December 2024 | 272,687 | 69.46 | 1,666,000 | 1,426,808 | ||||||||||||||||||||||||
| January 2025 | 121,566 | 68.36 | 1,787,566 | 1,519,747 | ||||||||||||||||||||||||
| February 2025 | 341,289 | 67.90 | 2,128,855 | 1,798,163 | ||||||||||||||||||||||||
| March 2025 | 86,000 | 72.64 | 2,214,855 | 1,872,760 | ||||||||||||||||||||||||
| April 2025 | 74,663 | 69.90 | 2,289,518 | 1,933,891 | ||||||||||||||||||||||||
| May 2025 (to 27 May) | 104,907 | 72.13 | 2,394,425 | 2,023,532 | ||||||||||||||||||||||||
| Total 5 | 2,394,425 | 71.41 | 2,394,425 | 2,023,532 | ||||||||||||||||||||||||
Notes:
| 1. |
The nominal value of shares purchased is 20 21/22 pence each. |
| 2. |
Settlement date is two days after shares purchased. |
| 3. |
No shares were purchased outside the publicly announced share buyback programmes. |
| 4. |
In accordance with shareholder authority granted at the 2023 and 2024 Annual General Meetings. |
| 5. |
The total shares repurchased under each programme were: 591,127,316 shares completed on 6 August 2024: 592,618,008 shares completed on 13 November 2024: 603,820,024 shares completed on 22 January 2025 and 549,968,714 shares completed on 19 May 2025. |
| 6. |
The total number of shares repurchased represented 9.6% of our issued share capital, excluding Treasury shares, at 27 May 2025. |
Section 219 SEC filings of interest
Vodafone Group Plc (‘Vodafone’) does not have any subsidiaries, other equity investments, assets, facilities or employees located in Iran, and Vodafone has made no capital investment in Iran. To the best of its knowledge, no U.S. persons, including any U.S. affiliates of Vodafone, are involved in the activities described below. Except as specified below, to the best of Vodafone’s knowledge, neither Vodafone, its subsidiaries, nor its affiliates have engaged in any conduct needing to be disclosed under Section 13(r) of the Securities Exchange Act of 1934.
Vodafone has wholesale roaming and interconnect arrangements (including voice and data) with mobile and fixed line operators in Iran. Vodafone has, or has had, relationships with telecommunications operators in Iran in connection with such roaming and interconnect arrangements, some of which it believes are or may be government-controlled entities. Approximate gross revenue and costs attributable to the roaming and interconnect arrangements were € 218,902.13 and € 601,250.63, respectively, for the financial year ended 31 March 2025.
Vodafone has certain embassy and enterprise relationships with Iranian entities for which it also expects small future revenues. During the financial year ended 31 March 2025, Vodafone provided telecommunications services to three Iranian national embassies and consulates globally and two Iranian majority-government-owned or controlled entities in Germany. The approximate gross revenue attributable to these relationships during the financial year was € 8,796.95.
During the financial year ended 31 March 2025, Vodafone Global Network Limited (VGN) continued to be a member of a consortium made up of the Telecommunication Infrastructure Company of Iran (‘TIC’) (an entity controlled by the government of Iran), Rostelecom and Omantel, that has built a high-speed cable network from a landing point in Oman to Germany.
| 28 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Our financial performance continued | ||||||||||
Each member of the consortium is responsible for funding, building and maintaining its section of the cable, with VGN owning and being responsible for the segment from the Ukrainian border with Russia to Frankfurt, Germany. No consortium transactions or purchase of capacity took place during the financial year ended 31 March 2025 for which Vodafone was due any revenues. Netting arrangements are in place for the settlement of any such transactions which arise.
Vodafone, through one of its subsidiaries, also makes insignificant payments to Iran in order to register and renew certain domain names and certain trademarks, and to protect its brand globally. Payments are made by the Dr Laghaee Law Firm in Tehran to The Domain Registry at the Institute for Studies in Theoretical Physics Mathematics organisation, which is the domain name registry and therefore the ultimate beneficiary. The costs of the registration and renewal of the domain names for the financial year ended 31 March 2025, including the professional fees associated therewith, were approximately € 2,464.88 paid via the law firm Al Tamimi & Company. Vodafone continues to maintain Iranian trademarks in Iran. No fees were due to the Iranian trademarks office during the financial year ended 31 March 2025.
Dividends
The Board is recommending total dividends per share of 4.5 eurocents for the year. This includes a final dividend of 2.25 eurocents compared to 4.5 eurocents in the prior year.
|
This year’s report contains the Strategic Report on pages 1 to 66 , which includes an analysis of our performance and position, a review of the business during the year, and outlines the principal risks and uncertainties we face. The Strategic Report was approved by the Board and signed on its behalf by the Group Chief Executive and Group Chief Financial Officer.
/s/ Margherita Della Valle
Margherita Della Valle Group Chief Executive
3 June 2025
/s/ Luka Mucic
Luka Mucic Group Chief Financial Officer
3 June 2025
|
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 29 | |||||
| Our financial performance continued | ||||||||||
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| 30 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Purpose, sustainability and responsible business
Everyone.Connected
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We address Environmental, Social and Governance (‘ESG’) topics through our purpose strategy, with the goal of enabling an inclusive, sustainable and trusted digital society.
This year we continued to simplify, evolve and embed our purpose strategy across our business, with a focus on ‘Protecting the Planet’ and ‘Empowering People’ in a digital society. These pillars are underpinned by our commitment of ‘Maintaining Trust’ in everything we do.
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| ESG highlights 1 | ||||
| 76% | 77.1m | |||
| 4G population coverage (outdoor 1Mbps) in Africa | customers connected to our financial inclusion services | |||
| 75% | 100% | |||
| 5G population coverage (outdoor 1Mbps) in Europe | network equipment e-waste reused, resold or sent for recycling | |||
| 100% | 84% | |||
| grid electricity purchased and used globally matched with renewable sources 2 | reduction in Scope 1 and 2 GHG emissions since 2020 | |||
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Notes: 1. Continuing operations only. 2. Correct to zero decimal places. Less than 0.2% of electricity we use is not matched with renewable sources because credible renewable electricity purchasing mechanisms are currently unavailable in the locations where this electricity is used and these locations are not grid-connected to any markets where such mechanisms are available. 3. We previously referred to this as ‘Carbon Enablement’. |
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| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 31 | |||||
Our ESG governance structure
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ESG is integral to Vodafone’s
Our ESG strategy is overseen by the Board ESG
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Read more about the ESG Committee on page 93 | |||
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Read more about the ARC on pages 86 to 91 | |||
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Read more about remuneration on pages 94 to 112 | |||
| 32 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Our ESG disclosures
Vodafone to help stakeholders reports on a understand broad range our of sustainable ESG topics, business against a performance: number of frameworks, Vodafone Topic Annual Report Vodafone website ESG Strategy and Reporting page 33 vodafone.com/sustainable-business ESG Governance page 31 investors.vodafone.com/esg/governance Compliance Reporting pages 53 to 54 vodafone.com/sustainability-reports Climate-related risk report (TCFD) pages 61—66 investors.vodafone.com/tcfd ESG assurance table page 53 UK SECR page 53 ESG cautionary statement page 53
Non-financial
sustainability statement page 54 Modern slavery statement vodafone.com/modern-slavery-statement Responsible minerals report vodafone.com/responsibleminerals Voluntary Reporting vodafone.com/sustainability-reports GRI investors.vodafone.com/esgaddendum
SASB investors.vodafone.com/sasb CDP vodafone.com/cdp UNGC CoP investors.vodafone.com/esgaddendum SDGs vodafone.com/sdgs Want to learn more? Find more content aligned to our performance on our investor site investors.vodafone.com Discover how the Vodafone Foundation is connecting for good vodafone.com/foundation See additional ESG content in our ESG Addendum and ESG Methodology investors.vodafone.com/esgaddendum investors.vodafone.com/esgmethodology Vodafone Topic Annual Report Vodafone website Protecting the Planet pages 34–38
vodafone.com/protecting-the-planet
Climate change pages 34–36 vodafone.com/climate-change Network equipment
e-waste
and circularity pages 37–38 vodafone.com/promoting-network-circularity Device
e-waste
and circularity page 38 vodafone.com/promoting-device-circularity Enabling the clean industrial transition vodafone.com/enablement Nature and biodiversity
vodafone.com/nature-and-biodiversity
Empowering People pages 39–41 vodafone.com/empowering-people Network coverage and deployment pages 39–40 vodafone.com/network-coverage Smartphone and data accessibility page 40 vodafone.com/smartphone-accessibility Affordable tariffs page 40 vodafone.com/affordable-tarriffs Financial inclusion services pages 40–41 vodafone.com/financial-inclusion SME services page 41 vodafone.com/smes Public sector services page 41 vodafone.com/public-sector Promoting diversity and inclusion
vodafone.com/diversity-and-inclusion
Supporting vulnerable communities vodafone.com/supporting-communities Maintaining Trust pages 42–52 vodafone.com/maintaining-trust Code of Conduct page 42
vodafone.com/code-of
-conduct Speak Up page 42–43
vodafone.com/speak-up
Anti-bribery, corruption and fraud page 43 vodafone.com/anti-bribery Human rights pages 44–45 vodafone.com/human-rights Responsible supply chain page 45 vodafone.com/responsible-supply-chain Privacy pages 46–47 vodafone.com/privacy Cyber security pages 48–52 investors.vodafone.com/cyber Workplace equality pages 15–16 vodafone.com/workplace-equality Health and safety pages 17–18 vodafone.com/workplace-safety Mobiles, masts and health vodafone.com/emf Tax and economic contribution vodafone.com/tax
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 33 | |||||
Our approach to ESG strategy and reporting
ESG practices are embedded into Vodafone’s business from our purpose framework to our well-established sustainability strategies and practices.
We have been on a transformation journey in recent years to strengthen our approach to ESG, driving alignment with commercial strategies and developing strong governance at the most senior level. This approach is designed to support our future reporting under the Corporate Sustainability Reporting Directive (‘CSRD’), the European Directive which will require us to disclose the material environmental and societal impact of our business activities.
Materiality assessment
We have conducted an extensive and in-depth materiality assessment based on the requirements of CSRD in force as at the date of this report. We are continuing to review our processes and intend to publish the results in our future reporting. The materiality assessment was conducted at Group level to align with the highest reporting entity, incorporating deep dives into our operating companies to ensure a comprehensive view across our Group. Multiple internal and external stakeholder groups were engaged for input which were scored using pre-defined criteria to determine the key material topics for Vodafone. The work completed to date has identified various material topics spanning ESG matters, which are summarised in ’Our material topics’ table to the right. Details on topics that are strategically important to our business but have not been deemed material by the double materiality process to date have been removed from this report; supplementary information on these topics is signposted on page 32 .
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Accountability for each material topic is
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Our materiality assessment process
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Read more about our ESG governance structure on page 31 | |||
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Responsibility to develop and implement a
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| 34 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Protecting the Planet
| 100% |
|
grid electricity purchased and used globally matched with renewable sources 1 |
|
84% |
|
reduction in Scope 1 and 2 GHG emissions since 2020 |
Notes:
| 1. |
Correct to zero decimal places. Less than 0.2% of electricity we use is not matched with renewable sources because credible renewable electricity purchasing mechanisms are currently unavailable in the locations where this electricity is used and these locations are not grid-connected to any markets where such mechanisms are available. |
| 2. |
World Bank and ITU, 2024. |
Climate change
The telecommunications sector is estimated to contribute between 1.8% and 2.8% of global greenhouse gas (‘GHG’) emissions2. At Vodafone, we are committed to minimising the impact that activities within our business and across our value chain have on the environment. Reducing the GHG emissions from activities in our value chain is a key part of Vodafone’s purpose strategy and our commitments to help protect the planet.
Scope 1 and 2 GHG emissions
Vodafone’s Scope 1 and 2 GHG emissions come directly from continuing operations under our operational control and indirectly from the energy we purchase and use in those operations. These emissions contribute towards climate change. The largest driver of our operational emissions is the burning of fossil fuels to generate the energy needed to run our networks.
Our climate transition plan outlines the actions we aim to take during the period FY25 to FY27 to reduce emissions in line with our climate targets and to build climate resilience into our business.
This year, we continued to reduce GHG emissions from our operations and the energy we purchased and used in those operations, with a continued focus on driving energy efficiency across our mobile and fixed-line networks, phasing out the use of fossil fuels and increasing renewable sources of energy for both our stationary equipment and vehicle fleet.
Key actions undertaken to improve energy efficiency included the deployment of the latest generation radio hardware, the activation of smart power-saving features, the use of artificial intelligence in energy management, the introduction of flexible storage, and incentives to move towards smart metering in our operating companies. We are also working with partners to
drive innovation in this space with a particular focus on energy flexibility solutions that can help us balance fluctuating energy demand and supply.
To progress the phase-out of fossil fuels in our operations, this year we installed microturbine technology in Romania and progressed a proof-of-concept trial of a metal hydride hydrogen energy storage system in South Africa. These trials seek to develop solutions that will help us transition towards low or zero-carbon alternative fuels, such as hydrogen, in the future. We also commenced studies to assess the feasibility of using biofuel-diesel blends to power off-grid network assets in Egypt and have begun deploying hydrotreated vegetable oil (‘HVO’) biofuel to power parts of our network in the UK. Biofuels offer a renewable fuel that can be used to reduce our diesel consumption and associated emissions as we transition away from diesel.
To improve energy storage and flexibility at our sites, we identified sodium-ion batteries as a potentially suitable and cost-effective technology. This year, we commenced trials of sodium-ion batteries at two European sites and in South Africa. Following positive preliminary results, we are looking to extend the trial to involve suppliers that are bringing new commercial products to this market.
We continued to electrify our fleet by introducing a new policy to transition to battery Electric Vehicles (‘EVs’) for company cars in Germany and centralise the management of our European vehicle fleet.
This year, we are proud to have matched 100% of the grid electricity purchased1 and used in our global operations with electricity added to the grid from renewable sources. We have achieved this through increasing use of power purchase agreements (‘PPAs’) and purchasing renewable energy certificates (‘RECs’) in markets where they are available.
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Our approach to reducing our Scope 1 and 2 emissions comprises six priority areas of action:
1. Energy efficiency: We improve energy efficiency and optimise energy use across our infrastructure assets and estate by modernising our networks, reducing electricity consumption, making improvements in network configuration, consolidating parts of our fixed network and data centre estate, and implementing ISO 50001 certified energy management systems across our markets.
2 . Alternative fuels: We connect our base stations to the electricity grid where economically feasible, so that we can rely less on power generators. We develop proof of concepts and conduct research to find alternative low- or zero-carbon sources of power to help find cleaner energy solutions.
3 . On-site renewables: We increase the number of sites across our mobile access and fixed line networks and property estate with on-site renewable electricity generation and power storage where technically and economically feasible.
4. Fluorinated gas (‘F-gas’) strategy: We seek to reduce the accidental release of F-gases by improving the maintenance and operation of our cooling and fire suppression systems. We are also transitioning to lower global warming potential (‘GWP’) gases where possible.
5. EV fleet: We increase the use of EVs powered by electricity from renewable sources in our fleet in Europe through fleet electrification, installation of EV infrastructure and employee engagement to increase EV adoption.
6. Renewable electricity purchasing: We aim to match the grid electricity we use with RECs, including through PPAs. In markets where RECs are not yet available, we seek to innovate and establish new ways of purchasing renewable grid electricity. |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 35 | |||||
| Protecting the Planet continued | ||||||||||
We have successfully engaged with governments and utility providers to establish innovative agreements and market mechanisms, such as our virtual wheeling trial in South Africa and our renewable electricity agreement in Egypt. These agreements are supporting the development of nascent renewable electricity markets in Africa.
In some markets (namely Mozambique, Lesotho, Tanzania, Romania and Albania), RECs or similar energy attribute tracking systems are not available for corporate buyers. This continues to limit the ability of corporates to signal market demand for renewable electricity. In the markets where we face such constraints, we support renewable purchasing in nearby grid-connected countries to support the energy transition in the wider region.
There is one location (North Cyprus) where we operate where it is not feasible to match our electricity use with renewable sources, because there is no energy attribute tracking system in place and no grid connection to a market where such a mechanism exists. This location constitutes less than 0.2% of our global grid electricity use.
Reducing the emissions from our own operations (Scope 1 and 2 GHG emissions) by at least 90% globally by 2030, in line with the pathway required to limit global warming to 1.5°C by 2100, is part of Vodafone’s near-term target, which has been validated by the Science Based Targets initiative (‘SBTi’).
To support this ambition, we have set two pathways towards net zero operations, specific to the regions where we operate. In Europe, we aim for net zero emissions from our operations no later than 2028. In Africa, we aim for net zero emissions from our operations no later than 2035. These goals include a minimum 90% emissions reduction, with any remaining emissions neutralised through carbon offsetting in line with the Integrity Council for the Voluntary Carbon Market’s Core Carbon Principles from the net zero target year.
Where local market conditions and capabilities allow, we will endeavour to stretch our ambition to reach net zero ahead of our regional targets. For example, Vodafone Germany is striving to achieve net zero operations by the end of 2025, three years ahead of our 2028 European regional target. In addition, we set targets related to our transition towards renewable energy to support our net zero ambitions. These regional targets are underpinned by action plans to support our transition towards renewable energy. For example, by aiming to electrify our fleet of company vehicles in Europe through phasing out internal combustion engine vehicles by the end of 2028.
This year we’ve introduced new metrics to measure our progress against our climate transition plan, including the amount of energy procured through PPAs and the percentage of EVs in our fleet.
Scope 3 GHG emissions
Vodafone’s Scope 3 GHG emissions are an indirect result of the Company’s activities or business model. Our Scope 3 GHG emissions originate from the production of goods and services that we buy (upstream GHG emissions, Scope 3 categories 1–8), the use of our products or services by our customers (downstream GHG emissions, Scope 3 categories 9–13) and the activities that we finance through our investments (Scope 3 category 15). Although these activities are not within Vodafone’s direct operational control, we recognise that they are essential to our business model and that we can play a role (as a customer, supplier and/or investor) to influence our value chain partners to reduce their GHG emissions.
Our climate transition plan outlines actions we are taking during the period FY25 to FY27 to reduce our GHG emissions (including Scope 3 GHG emissions) in line with our net zero pathway and build resilience into our business in response to climate change.
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Our approach to Scope 3 emission reduction comprises seven priority areas of action:
1. Carbon data analytics: We seek to improve the availability, accessibility and consistency of our Scope 3 data through industry collaboration and the development of internal organisational processes and systems capability.
2. Key supplier engagement: We aim to engage with our key suppliers to align their climate ambitions with ours and accelerate the implementation of their decarbonisation plans. We also seek to consider supplier climate ambitions, plans and performance during the procurement and supplier selection process.
3. Investment company engagement: We seek to support the companies we invest in to develop, implement and, if possible, accelerate the decarbonisation of their networks and operations.
4. Longer lifetime devices: We establish services that extend the lifecycle of devices, such as repair, insurance and trade-in.
5. Lower-carbon devices: We aim to make lower-carbon, more circular choices more widely available and attractive to consumers.
6. Device manufacturer engagement: We engage with original equipment manufacturers through industry forums and seek to align with them on climate ambitions and plans.
7. Raising consumer awareness: We communicate with our customers to encourage them to choose lower-carbon and more energy efficient devices, and to use them in ways that reduce emissions during the use phase.
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Achieving our 2030 target to halve emissions from our full value chain has dependencies. These include improving data sharing with our suppliers and across industry.
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Click to read more at: vodafone.com/ctp |
In the current climate transition planning period (FY25 to FY27), our focus is on laying the essential foundations for future Scope 3 emission reduction by engaging in cross-industry collaboration, aligning objectives with our value chain partners, and establishing robust data to support management decision-making.
Currently, one of the key drivers of year-to-year trends in our Scope 3 emissions is improvements in the quality of data inputs, emission factors and/ or calculation methods. We continue to invest in improving the quality, accessibility and availability of carbon footprint data to enable better measurement and reduction of Scope 3 emissions across our industry.
In parallel, we are engaging with strategic stakeholders to encourage GHG emission reductions in our value chain. This year, we actively engaged with our key suppliers to accelerate action to decarbonise the telecommunications value chain through industry initiatives such as the Joint Alliance for Corporate Social Responsibility (‘JAC for CSR’), an association aiming to develop CSR practices across the industry. We also developed guidelines for device manufacturers on designing more sustainable products through the Eco Rating consortium, an initiative to evaluate the environmental impact of mobile phones and communicate this to consumers at the point of sale.
Furthermore, we continue to introduce sustainable procurement practices for specific product categories. This year, we conducted a large-scale procurement tender for network equipment, which included consideration of suppliers’ climate performance. We also introduced new global guidelines for media buying, which led to a 34% reduction in the carbon footprint of our global media and advertising activities.
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| Protecting the Planet continued | ||||||||||
Our performance 1,2
| Unit | 2025 | 2024 | ||||||||
| Total Scope 1, Scope 2 and Scope 3 GHG emissions (market-based method) from continuing operations | Million tonnes CO 2 e | 6.88 | 7.86 | |||||||
| Total Scope 1 and Scope 2 GHG emissions (market-based method) from continuing operations | Million tonnes CO 2 e | 0.27 | 0.69 | |||||||
| of which: Europe Scope 1 and Scope 2 GHG emissions (market-based method) 3 | Million tonnes CO 2 e | 0.04 | 0.04 | |||||||
| of which: Africa Scope 1 and Scope 2 GHG emissions (market-based method) 4 | Million tonnes CO 2 e | 0.20 | 0.62 | |||||||
| of which: Other Scope 1 and Scope 2 GHG emissions (market-based method) 5 | Million tonnes CO 2 e | 0.03 | 0.03 | |||||||
| Scope 1 GHG emissions from continuing operations | Million tonnes CO 2 e | 0.26 | 0.26 | |||||||
| Scope 2 GHG emissions (market-based method) from continuing operations | Million tonnes CO 2 e | 0.01 | 0.43 | |||||||
| Scope 3 GHG emissions from continuing operations 6 | Million tonnes CO 2 e | 6.61 | 7.17 | |||||||
| Total Scope 1, Scope 2 and Scope 3 GHG emissions (market-based method) from discontinued operations 6 | Million tonnes CO 2 e | 0.49 | 0.51 | |||||||
| Total Scope 1 and Scope 2 GHG emissions (market-based method) from discontinued operations | Million tonnes CO 2 e | 0.01 | 0.00 | |||||||
| Scope 1 GHG emissions from discontinued operations | Million tonnes CO 2 e | 0.01 | 0.00 | |||||||
| Scope 2 GHG emissions (market-based method) from discontinued operations | Million tonnes CO 2 e | 0.00 | 0.00 | |||||||
| Scope 3 GHG emissions from discontinued operations 6 | Million tonnes CO 2 e | 0.48 | 0.51 | |||||||
| Total Scope 1 and Scope 2 GHG emissions (location-based method) | Million tonnes CO 2 e | 2.34 | 2.27 | |||||||
| from continuing operations | Million tonnes CO 2 e | 2.17 | 2.02 | |||||||
| from discontinued operations | Million tonnes CO 2 e | 0.17 | 0.25 | |||||||
| Renewable electricity from continuing operations | ||||||||||
| Percentage of purchased grid electricity used and matched with renewable sources from continuing operations 7 | % | 100 | 84 | |||||||
| Vodafone total energy use from continuing operations | Gigawatt hours | 5,453 | 5,271 | |||||||
Notes:
| 1. |
Data is calculated using local market actual or estimated data sources from invoices, purchasing requisitions, direct data measurement and estimations. Carbon emissions are calculated in line with the GHG Protocol standards. Scope 2 market-based emissions are reported using the market-based methodology in effect as at the date of this report. For full methodology see our FY25 ESG Addendum Methodology document: investors.vodafone.com/esgmethodology. |
| 2. |
Information relating to prior years has been re-baselined to reflect the disposal of Vodafone Spain on 31 May 2024. See our ESG Addendum Methodology for more information on portfolio changes. |
| 3. |
Includes operating companies in Albania, Czech Republic, Germany, Greece, Ireland, Portugal and the UK. |
| 4. |
Includes operating companies in Vodacom. |
| 5. |
Includes our operating company in Türkiye and our shared operations. |
| 6. |
All information for comparative periods have been restated to reflect changes to our methodology for calculating Scope 3 GHG emissions. See our ESG Addendum Methodology (investors.vodafone.com/ esgmethodology) for more information on our approach to calculating Scope 3 GHG emissions. |
| 7. |
Correct to zero decimal places. |
Additionally, we are continuing to reduce our downstream GHG emissions through our efforts to drive awareness among consumers and enterprise customers of the environmental impact of product use. This year, Vodafone Business launched a carbon calculator in the UK to provide business customers with data on the GHG emissions impact of our key products and services. We continue to offer our own branded energy-efficient products to customers, such as Vodafone’s TV 3 (Giga TV Home) and TV PLAY (GigaTV Home Sound) Set Top Boxes, which this year were the first products worldwide to obtain the Green Product Mark by TÜV Rheinland.
Another important area for reducing our value chain emissions relates to the business operations of companies we invest in. This is highly dependent on the energy transition in the countries where these companies operate, which in turn is dependent on government policy. We acknowledge that we have limited influence over such external factors. Nevertheless, we have continued to focus our effort on engaging our value chain partners through knowledge-sharing interactions and advocating for the clean energy transition globally.
Vodafone’s long-term SBTi-validated science-based target is to achieve net zero emissions across our
full value chain globally by 2040. This includes the absolute reduction of our Scope 1, 2 and 3 emissions by at least 90% by 2040. To support this ambition, we have set a target to halve the emissions from our full value chain by 2030.
In FY25, we implemented a major change in methodology for calculating our Scope 3 emissions, moving to a new software platform. This has led to an improvement in data quality, enabled by greater granularity of the region-specific emission factors underlying the calculation of spend-based emissions categories (particularly categories 1 and 2, which relate to goods and services that we
purchase). We have restated prior years’ Scope 3 emissions results in line with this methodology.
In FY25, our Scope 3 GHG emissions decreased by 8% to 6.61 million tCO 2 e (tonnes of carbon dioxide equivalent), compared to the previous year. This is an 8% decrease, compared to our FY20 baseline year, primarily driven by a reduction of equity stake in our investments. Our total Scope 3 emissions fluctuate with the level of our equity investment in other companies, particularly those in regions where the energy transition remains challenging, such as in India. With 23% of our Scope 3 emissions attributable to investments (category 15), our total Scope 3 emissions performance remains sensitive to changes in the equity stake in these companies. This fluctuation was the main driver of emission reduction in FY25 compared to our baseline.
Other Scope 3 category emissions increased by 10%, compared to the previous year. This is a 6% decrease, compared to our FY20 baseline year. This increase was driven by purchasing more devices to sell to customers, with a higher proportion of sales coming from carbon-intensive devices like smartphones instead of feature phones. Our total procurement spend also increased this year, partly due to a higher volume of goods and services purchased, and partly influenced by factors like the price of goods, inflation, and exchange rates.
Over the coming years, we intend to track and report our progress in addressing the external dependencies for our Scope 3 emissions performance to monitor the continuing risk to our 2030 target.
The calculation of our annual Scope 3 emissions (and its comparison to FY20 base year) remains sensitive to changes in modeling methodologies, which we seek to continuously improve as better data becomes available. The accuracy and completeness of the underlying data used to calculate the emissions has improved since FY24, leading to increased reports of emissions in some Scope 3 categories.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 37 | |||||
| Protecting the Planet continued | ||||||||||
Waste and circularity
The UN estimates that as much as 50 million tonnes of electrical waste (‘e-waste’) is produced globally each year, with only 20% being formally recycled. Vodafone has a goal to minimise the generation of e-waste from our business operations and from the devices we sell by implementing our waste and circularity strategy, a key part of our purpose strategy. Our waste and circularity strategy focuses on two areas of e-waste: the network equipment used to run our fixed and mobile access networks and the electronic devices that we provide or sell to customers.
Network equipment e-waste and circularity
At Vodafone, we maintain and enhance our network to provide connectivity. Improper disposal of our network equipment can contribute to environmental pollution.
In FY25, we conducted a major capital expenditure project to procure the next generation of radio equipment for our network. Our tender specification and supplier evaluation processes included specific ESG criteria that improve energy efficiency over the five-year lifecycle and ensure effective end of life management. Integrating circularity into our procurement practices helps us move towards a future network that generates less equipment e-waste.
For the equipment that is already part of our existing network, the most significant driver of preventing e-waste is the reuse of network equipment within our operating companies. This year, we continued to use our asset management systems and processes to redeploy decommissioned equipment to other parts of our network, where feasible. Reusing equipment helps reduce e-waste and generates cost savings. In addition, we continue to operate our asset marketplace. This is a platform that enables used network equipment from one of our operating companies to be reused by another; or resold to resellers, ultimately for reuse by third-parties.
|
Our network equipment circularity strategy comprises three priority areas of action:
1. Sustainable procurement: We seek to engage with suppliers who share our ambition of building a more circular economy for network equipment. We plan to increasingly source equipment with circular design features when replacing or upgrading our network infrastructure.
2. Network planning, operations and asset management: Where possible, we reuse or resell network equipment that we have decommissioned from our network. We seek to manage our network assets smartly and minimise the requirement to buy new equipment, by extending the useful economic life of each asset and optimising opportunities for its reuse.
3. End-of-life management: Where reuse or resale of decommissioned network equipment is not possible, we seek to responsibly recycle it. We have established operational processes to avoid network e-waste being sent direct to landfill or incineration without first being sent for recycling. We seek to partner with recyclers that maximise the recovery of materials from e-waste, so that more of the valuable materials within used network equipment are recovered as part of a more circular economy.
|
In FY25, we supported the Global System for Mobile Communications Association (‘GSMA’) in scaling this solution into an industry-wide cloud-based platform that provides a global view of assets and equipment.
This year, we are proud to announce that we have achieved our 2025 target to reuse, resell or send for recycling 100% of our decommissioned network equipment. To date, we focused our efforts on ensuring that non-hazardous e-waste is reused, resold or sent for recycling by third-party waste management partners. Even where our network equipment e-waste is sent to our third-party waste management partners for recycling, we understand that not all materials are
recovered during the recycling process. Therefore, although we have reached an important milestone, we recognise that there is more work to do to build a fully circular system for network equipment. We also recognise that further work is needed to improve circularity for hazardous e-waste, which requires specialist waste management processes and has not been included in our targets to date. Our next step is to consider the role we play in this transition, working with others across the e-waste management system, which will inform how we set our future targets.
To meet our target to reuse, resell or send for recycling 100% of our network equipment e-waste by 2025, we scrutinised our network e-waste data to identify instances where equipment was not being reused, resold or sent for recycling. Our investigations led to improvements in operational and data reporting processes, enabling us to achieve our target. However, they also provided further insights into some of the barriers we continue to face when reusing and recycling electronic and electrical equipment. For example, the complexities of waste transfer regulations constrain the extent to which we can scale up global reuse of network equipment via our asset marketplace. Similarly, in some countries where we operate, limited capabilities in e-waste recycling at a national and industry level continue to constrain the ultimate rate of material recovery from e-waste recycling. This year, we actively engaged with some of our strategic suppliers to improve data insights into their e-waste management processes and deepen our understanding of how network equipment e-waste is managed after it leaves our own operations. These insights will shape the next stage of our journey as we strive to influence action beyond our own operations, working with others in the electronics value chain, towards a more circular system for network equipment.
This year, we generated an estimated 6,679 metric tonnes of e-waste from network equipment or components needed to operate our network (including hazardous e-waste) (FY24: 6,205 metric tonnes), of which 3,258 metric tonnes was non-hazardous e-waste. Of the non-hazardous e-waste, 100 % from our network operations was reused (via resale between our markets or via resale to external third-parties) or sent to an authorised third-party waste management partners for recycling.
FY25 network e-waste equipment
management (excluding hazardous e-waste) 1
|
2025 |
2024 | |||||||
| Reused 2 | 4% | 2% | ||||||
| Recycled 3 | 96% | 94% | ||||||
| Disposed 4 | 0% | 4% | ||||||
| Total network equipment e-waste (metric tonnes) | 3,258 | 3,831 | ||||||
Notes:
| 1. |
Excludes our discontinued operations in Italy. |
| 2. |
Includes network equipment resold between markets where we operate, or to external third parties, for reuse for the same purpose. |
| 3. |
Includes network equipment sent to third-party waste management partners for recycling (rather than landfill or incineration). |
| 4. |
Disposed network equipment e-waste includes used network equipment that is disposed to landfill or incineration. |
Device e-waste and circularity
Vodafone retails mobile devices and Customer Premise Equipment (‘CPE’) devices to consumers and enterprise customers. The production of these electronic devices requires the extraction and use of natural resources, such as tin, tungsten, tantalum and gold. Improper disposal of these devices can contribute to environmental pollution.
Vodafone’s circularity strategy aims to minimise electronic waste generated from the mobile devices (including mobile handsets, electrical mobile accessories, IoT devices and other mobile devices) and CPE devices (routers, TVs, set-top boxes) that Vodafone sells, and promote a circular economy model for our customers. When devices reach the end-of-life, our aim is for them to be
| 38 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Protecting the Planet continued | ||||||||||
responsibly recycled instead of being sent to landfill or incineration. Propositions that help our customers improve circularity can also offer a potential commercial opportunity by contributing to customer retention and revenue generation.
This strategy is also supported by engagement with suppliers, consumers and enterprise customers to raise awareness of the environmental impacts of electronic waste, and encourage responsible management of mobile and/or CPE devices.
We are committed to helping more of our customers bring their used electronic devices back to us. We do so by providing channels and attractive propositions for product take-back and raising awareness to encourage greater participation.
This year, we continued our efforts to enable our customers to keep their devices in use for longer by offering services that extend the lifecycle of devices, such as repair, insurance and trade-in. We are developing propositions to give more used devices a chance at a second life through re-use, repair, refurbishment, and resale where it is commercially viable. We have already started to offer these propositions in our markets, embedding them in our commercial strategy growth ambitions. Our second life proposition is available in six markets, trade-in is available in eight markets, and device care insurance is available in eight markets.
We also continued to raise awareness of our circularity commitments among our customers. This year, we scaled our global consumer campaign with the World Wildlife Fund (‘WWF’) in markets offering trade-in, donation and recycling programmes for mobile phones, to encourage consumers to return their mobile phones and adopt more circular behaviours. We also raised awareness among enterprise customers through our active engagement in Greentech Festival in Berlin, London and Singapore.
|
Our approach to device circularity comprises six priority areas of action:
1. Trade-in: We encourage consumers to extend the lifetime of their mobile device by trading it in to be refurbished and resold.
2. Refurbished devices: We encourage and enable consumers and enterprise customers to purchase second-hand mobile and CPE devices.
3. Device care: We encourage customers to repair their devices instead of replacing them when faced with damage or technical issues through our after-sales services and our Vodafone Insurance programme.
4. Long-term financing: We offer financing options for customers, which encourage them to keep their mobile devices for longer, thus helping to extend the device lifecycle.
5. Sustainability by design: We aim to integrate environmental criteria into the product design and development process for our own CPE and TV set-top box devices.
6. Waste management: We encourage customers to return end-of-life mobile and CPE devices, so that they can be responsibly recycled.
|
Additionally, Vodafone Business ran multiple spotlights to encourage enterprise customers to procure handsets, tablets and laptops through the Device Lifecycle Management (‘DLM’) programme, our device as a service option. DLM ensures the redeployment, refurbishment or recycling of devices at the end of contracts, leading to emissions savings of up to approximately 44 kgCO 2 e per phone and 82 kgCO 2 e per tablet by extending devices’ lifetime and avoiding the production of new devices. Furthermore, for each leased device, an equivalent number of scrap devices destined for landfill in Africa are collected and sent for recycling, ensuring minerals go back into the value chain and e-waste is reduced.
We collaborated with others across our value chain and wider ecosystem to build a more circular economy. This year, we actively engaged in several industry-wide initiatives to accelerate the industry’s transformation towards circularity; we contributed to a circularity working group hosted by the GSMA Climate Change Taskforce, helping to develop industry thought leadership on the business case for circularity.
We also continued our active involvement in the EcoRating consortium and assessed the environmental characteristics and performance of 43 new device models this year.
We aim to collect 1 million used mobile phone devices for reuse, recycling or donation. This target relates to our campaign to collect ‘1 million phones for the Planet’, which was launched in November 2022 in partnership with the WWF. Since the start of the campaign, we have collected an estimated 700,000 used phones for refurbishment and reuse, recycling or donation to social causes.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 39 | |||||
Empowering People
| 76% |
| 4G population coverage |
| (outdoor 1Mbps) in Africa |
| 75% |
| 5G population coverage |
| (outdoor 1Mbps) in Europe 2 |
Notes:
| 1. |
ITU, 2024. |
| 2. |
Continuing operations only. |
| 3. |
GSMA, 2024. |
| 4. |
ITU, 2024. |
| 5. |
Statista, 2024. |
| 6. |
Cumulative figure from 31 March 2022 to 31 March 2025. |
Digital inclusion
Getting online is a part of everyday life. It is key to unlocking the opportunities of the digital world. Globally, 3 billion people use mobile connectivity to access financial services, alleviating poverty and fostering economic prosperity. There are 2.4 billion people accessing educational content, with 2.3 billion people using mobile to access vital healthcare services and resources 3 .
Our strategy focuses on three key aims: closing the digital divide by increasing mobile broadband coverage and improving access to devices and data, empowering customers through the digitalisation of key services, and supporting vulnerable communities through the Vodafone Foundation.
|
|
Click to read more at: vodafone.com/foundation |
Reducing the coverage gap
Whilst 83% of people living in towns and cities are using the internet, just 48% of those in rural areas do so 4 . The gap is even more pronounced between Europe and Africa: 86% of Europeans living in rural areas are online, whereas in remote and rural Africa, just 23% have internet access 5 . We recognise the importance of expanding our mobile broadband networks into rural regions. We continue to invest in technology to expand networks and address challenges that limit access to remote areas, where difficult terrain and dispersed populations often make network deployment challenging for a single mobile network operator.
The use of network sharing is one strategy considered to extend 4G and 5G coverage. An example of this is the Shared Rural Network in UK, a collaboration between the industry and government, with the aim to provide 4G coverage to 95% of the UK land mass by 2025–26, benefiting an additional 280,000 premises and
16,000km of roads. By November 2024, all four UK mobile network operators had met their June 2024 targets, and the goal of covering 95% of the UK was achieved a year ahead of schedule. In Germany, where Vodafone already covers more than 99% of the population with 4G, Vodafone has 4G active sharing agreements with Telefonica and Deutsche Telekom to remove rural ‘grey spots’, areas where only one provider offers mobile network access. To further enhance mobile coverage, the German regulator has imposed coverage obligations to the Mobile Network Operators (‘MNOs’) to address so called ‘white spots’, i.e. rural areas with no mobile coverage, by establishing passive sharing agreements. Another coverage obligation is set to cover railways and streets, where technical realisation is shared jointly among the MNOs. Finally, in Romania, Vodafone and Orange have a sharing agreement to increase 4G coverage, including ‘white spot’ areas. Furthermore, in Romania, Vodafone and Orange are piloting a common Open RAN network (shared RAN) in certain rural areas.
This year we have increased 5G network coverage in Europe, to cover 75% of the population and 4G coverage in Africa, to an additional 2% (see FY25 network deployment table on page 40 ).
We continue to expand our Gigabit fixed broadband coverage for the benefit of our customers and our ambition also aligns with the European Commission’s 1Gbps target for 2030. We are achieving this expanded Gigabit coverage via three approaches: enhancements to our own Fibre to the Home (‘FTTH’) and cable networks, working with our Joint Venture (‘JV’) partners such as OXG in Germany, SIRO in Ireland and Fiber2All in Greece, and new FTTH wholesale partnerships, such as with Deutsche Glasfaser and Deutsche Telekom in Germany.
In March 2022, we joined the UN Partner2Connect digital coalition and pledged to bring 4G to an additional 70 million people in sub-Saharan Africa. This targeted intervention includes four of the least developed countries – Mozambique, Tanzania, Lesotho, and the Democratic Republic of the Congo (‘DRC’), and will help to close a particular gap in internet usage between urban and rural communities. Since March 2022, we have added 4G technology to 3,930 sites across these countries, providing 4G access to millions more people in Africa 6 .
Closing the coverage gap requires bold, innovative solutions beyond increasing terrestrial networks. One key opportunity lies in the convergence of the satellite and mobile industries. By deploying Low Earth Orbit (‘LEO’) satellites, we can deliver high-speed, low-latency broadband to both unserved and underserved communities, unlocking access to education, healthcare and economic opportunities. In January 2025, we completed the world’s first space video call using normal 4G/5G smartphones and satellites. Adoption of this will allow multiple users in areas of no mobile coverage to make and receive video calls, access the internet and use online messaging services. It is the only satellite technology of its kind built to offer a full mobile broadband experience and paves the way for universal digital connectivity and the closure of mobile coverage gaps.
| 40 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Empowering People continued | ||||||||||
FY25 network deployment
|
Sites deployed
(000s) |
Population
coverage (%) |
|||||||
| 4G (outdoor 1Mbps) | ||||||||
| Africa | 35,753 | 76 | ||||||
| Türkiye | 28,015 | 97 | ||||||
| 5G (outdoor 1Mbps) | ||||||||
| Europe 1 | 41,050 | 75 | ||||||
Note:
| 1. |
Continuing operations only. |
Smartphone access in Africa
Once people live within range of mobile broadband networks, there are still several barriers preventing the universal use of mobile internet, including lack of awareness, low literacy and digital skills and device affordability. Smartphone ownership is lowest in emerging markets. Approximately 62% of Vodacom’s customers have access to a smartphone. Given that smartphones are increasingly the main gateway to digital services, and that entry-level smartphones in sub-Saharan Africa cost 99% of the average monthly income for the poorest 20% 2 , we recognise the urgent need to make smartphones more accessible.
Our goal is to increase smartphone penetration in our African markets. By making smartphones more accessible, we can help customers move to mobile internet services that can support their education, access to employment and financial inclusion whilst driving the growth of our 4G customer segment.
Notes:
| 2. |
GSMA, 2024. |
| 3. |
ITU, 2024. |
| 4. |
Eurostat, 2023. |
| 5. |
World Bank, 2021. |
|
To address this, our strategy is to increase smartphone penetration through three key actions:
1. Low-cost sourcing: We offer entry-level 4G devices to seek to address the affordability challenge. This year, we introduced a new cloud-based phone in South Africa which comes with popular applications such as YouTube, TikTok and Facebook as standard, all accessed via cloud, and retails at R249 (US$13.93).
2. Device financing: We have a range of device finance schemes enabling customers to purchase a smartphone with a one-off deposit, completing their purchase through affordable daily, weekly or monthly payments. One example of a device financing scheme is Easy2Own in South Africa.
3. Local assembly: By assembling smartphones within countries in Africa, import duties can be reduced. These import duties often make up a significant proportion of the device cost. An example of where Vodafone has invested in device assembly is the EADAK plant in Kenya. |
Data democratisation in Africa
For many of our poorest customers, the cost of data is a barrier to accessing the internet. This is apparent in Africa which has the least affordable data compared with income 3 .
We are focused on reducing data costs to better support our customers. Once a consumer is empowered with a smartphone, we have two key initiatives to make data affordable and offer value for money propositions based on consumer usage and spend. Our strategy centres around expanding two programmes – ConnectU and Just4U – into all Vodacom markets. ConnectU, already live in South Africa, DRC and Mozambique, provides free to use access to basic internet and essential services and resources including education, health services, jobs boards, and social networks aimed towards those less able to afford data. Just4U propositions are product recommendations that are personalised at a customer level. These are further structured at a geography level (i.e. Just4U Towns). Through Just4U Towns (part of Just4U), we use census data to identify towns with low-to middle-income populations, offering customised voice and data packages based on consumer behaviours and preferences to help to lower their costs. We offer these solutions in line with local price floor regulations designed to balance consumer interest with the sustainability and health of the sector.
Affordable mobile tariffs in Europe
Affordability is also a challenge in Europe, where the cost-of-living crisis and soaring energy prices have placed a significant strain on households. As of 2022, about 10% of the EU population lacked regular internet access, hindering their ability to work remotely, pursue online education and access essential services 4 .
Our aim is to address digital inequality by connecting all segments of society, including those on a low-income. To achieve this, we have developed a minimum standard for affordable data access (based on a minimum of 6GB per month), priced at less than 2% of the average income of the bottom 40% of the population in each market. This standard is aligned with data from the World Bank and the UN ITU’s Aspirational Targets. As at the end of March 2025, five of our eight European markets had an affordable tariff in place, which are available for our customers online.
Our affordable tariffs policy provides guidance to markets to ensure a consistent approach across our European footprint so that our mobile customers can remain connected to the internet. To achieve this, all European markets should offer either an affordable mobile tariff or a mobile social tariff specifically targeted to those facing financial hardship. This policy supports our ambition for an affordable tariff to be offered in every European market. The Group commercial management team and sustainable business team review the affordable tariffs policy at least annually to ensure they continue to meet the needs of customers. Our target is to have affordable tariffs in place across the majority of our other European markets by the end of FY26.
Financial inclusion in Africa
Globally, 1.4 billion adults do not have a bank account, but among them, an estimated 1.1 billion have a mobile phone 5 . Financial inclusion is the extension of financial services to underserved populations, ensuring accessibility and affordability. Financial inclusion is essential to support the reduction of extreme poverty and delivers significant social benefits and economic opportunities, with digital technology playing a key role in providing access to safe, secure financial services.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 41 | |||||
| Empowering People continued | ||||||||||
In our African markets, our financial inclusion solutions create opportunities for individuals, collectives, and enterprises to actively participate in the economy through access to financial products and services, available via multiple channels. Services include money transfers, bill payments, and e-commerce, amongst others. In partnership with licensed financial institutions, customers can also access savings, investments, lending, and insurance.
We have built an extensive and diverse financial services business, developing products that cut across consumer segments and geographies and unlock strategic opportunities with our key partners. Our financial services diversify and enhance the Group’s growth and returns profile. We differentiate the Group by leveraging global technology partnerships and our centres of excellence to deliver attractive returns for our shareholders while creating exciting propositions for our customers.
Our financial inclusion strategy draws on a dual-sided ecosystem, bringing consumers and merchants together, allowing our merchants to expand their addressable markets while creating an appealing ecosystem for our customers. In 2025, we have 1.2 million merchants with whom our customers can transact.
Consumers and merchants are provided with personalised propositions driven by Big Data insights. Our super-apps – VodaPay, Vodafone Cash and M-Pesa – combine our strengths in financial, digital and telecommunications services, and integrate different products and services from our partners.
Notes:
| 1. |
GSMA, 2023. |
| 2 |
WEF, 2023. |
| 3. |
Statista, 2024. |
| 4. |
WEF, 2023. |
As our strategy progresses, we are seeking to unlock economic growth across our markets through fostering a savings culture for customers and enabling SMEs to thrive. In FY25, we continued to deepen financial inclusion across our M-Pesa markets, rolling out growth drivers such as youth accounts and international money transfers. In South Africa, beyond building payments and acquiring solutions for merchants, we have grown our enterprise ecosystem to include value-added services, vending and lending solutions.
In 2025, we continued to drive financial inclusion across Africa, reaching 77 million customers, up from 66 million in the previous year. Egypt and Tanzania achieved high growth rates in FY25 delivering better than anticipated performance, enabling us to surpass our financial inclusion target of connecting 75 million customers to these services by 31 March 2026. These efforts are helping customers, their families, and communities to build greater economic prosperity 1 .
Mobile money customers
|
Financial
inclusion customers (million) |
% of
service revenue |
% of
penetration base |
||||||||||
| South Africa | 3.7 | – | – | |||||||||
| Tanzania | 11.5 | 39% | 63% | |||||||||
| Egypt | 11.4 | 8% | 28% | |||||||||
| Mozambique | 6.0 | 24% | 73% | |||||||||
| Democratic Republic of the Congo | 6.6 | 21% | 49% | |||||||||
| Lesotho | 0.9 | 20% | 75% | |||||||||
| Vodafone Group | 40.1 | – | – | |||||||||
| Safaricom (Kenya and Ethiopia) | 37.0 | 43% | 83% | |||||||||
Supporting our customers to digitalise Supporting SMEs to digitalise
SMEs are pivotal to both European and African economies. In the EU, SMEs represent over 99% of all businesses 2 . Collectively, these SMEs contribute approximately € 5.4 trillion to the EU economy, with micro-sized enterprises accounting for around € 1.8 trillion of this value 3 . In Africa, SMEs account for approximately 90% of all registered businesses and contribute approximately 50% to the total GDP of sub-Saharan African countries 4 . However, it is important to note that these figures can vary across different African nations.
Despite their economic significance, many SMEs face challenges in accessing the digital tools, skills, and resources needed to compete in an increasingly digital marketplace. Digital advancements like AI present a major opportunity for SMEs to enhance decision-making, automate processes and compete more effectively with larger enterprises. However, barriers such as limited resources and digital skills gaps continue to slow adoption.
We are committed to supporting SMEs in their digital transformation by providing tailored services and expertise. Through initiatives such as V-Hub, we offer essential online resources and one-to-one guidance, helping SMEs improve efficiency, enhance customer engagement, and drive innovation. In Europe, we actively track the number of SMEs receiving digitalisation support from Vodafone, providing measurable impact. In Africa, we focus on delivering dedicated value propositions designed to meet the unique needs of SMEs, enabling them to leverage digital solutions for growth and resilience.
By equipping SMEs with the tools, knowledge, and support necessary to navigate the digital landscape, we help drive economic sustainability, strengthen local economies, and ensure that SMEs remain competitive in an evolving digital world.
Supporting public sector services to digitalise
Digital government services are essential for building more inclusive and safer societies. In Europe, our extensive infrastructure enables us to collaborate effectively with central governments, local authorities, and healthcare organisations to deliver large-scale digital solutions across the public sector – a key pillar of Vodafone’s commercial strategy.
One example of the benefits of large-scale digital solutions can be seen with Vodafone Egypt’s partnership with the government to transform the healthcare sector through digitalisation. As the primary technology partner for Egypt’s comprehensive health insurance project, Vodafone Egypt’s digital solutions have been implemented in 314 hospitals, benefiting over six million patients. This initiative aims to extend services to more than 26 million citizens, approximately 22% of Egypt’s population, in the coming years.
Notably, at Ain Shams University, one of the teaching hospitals reduced its average patient waiting times by 32% and cut re-admission rates by nearly 63% after adopting Vodafone’s digital solutions. The hospital also transitioned to nearly 100% paperless operations and saved over 50 million Egyptian pounds by integrating digital services into daily processes.
Investing in digitalisation is crucial for enhancing public services globally. Vodafone is actively developing methods to measure the scale and impact of its contributions across public sector organisations in our operating markets.
| 42 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Our approach
Maintaining Trust
|
93% employees completed ‘Doing What’s Right’ training in FY25
684 ‘Speak Up’ reports in FY25 |
Notes:
| 1. |
Excludes employees in Germany. |
| 2. |
Includes Group, Ireland, Portugal, South Africa and Egypt. |
Code of Conduct
Our Code of Conduct sets out what we expect from every single person working for Vodafone, regardless of location. We also expect our suppliers and business partners to uphold the same standards as set out in our Code of Ethical Purchasing.
|
|
Click to read our Code of Conduct: | |
| vodafone.com/code-of-conduct |
Our Doing What’s Right (‘DWR’) training and communication programme is key to embedding a shared understanding of the Code of Conduct across Vodafone. Throughout the year, the DWR communication programme promoted different areas of our Code of Conduct, including Speak Up, anti-bribery, privacy, competition law, security, and health and safety. This year we shared a message that featured our leadership members, graduates, and other staff members reminding everyone to keep our business safe from the risks of bribery and corruption, and to always act ethically.
Training on our Code of Conduct is included in our standard induction process for new employees. We expect every employee 1 to complete refresher training when assigned, and this is typically every two years.
Of those assigned induction or refresher DWR training during FY25, 93% had completed the training as at 31 March 2025 1 .
To keep the knowledge of our Code of Conduct fresh, we continued to assign assessment tests this year across areas such as the Code of Conduct, anti-bribery, health and safety, privacy and security. These refresher assessments have helped us to test and refresh knowledge of key concepts. These tests have continued to receive a high Net Promoter Score of 85–89%. Those who do not pass the assessment are required to complete learning in the relevant subject area. These assessment tests have been launched across rest of our markets in FY25 1 .
The upgraded Competition Law learning module launched in the previous year continues to have a high completion rate of 92% as at 31 March 2025 2 .
We also strive to make compliance easy for our employees and continue to improve our digital Code of Conduct and Global Policy Portal, the internal platform where employees can find information about our policies and procedures. A programme is underway to enhance our policy environment and optimise the focus of policies so that we can effectively address our material risk environment.
The digital Code of Conduct and global policy portal continue to be accessed widely by users across the Group with nearly 192,000 visits to the global policy portal in the last quarter of FY25.
Our Code of Conduct is well understood throughout Vodafone. In the recent Spirit Beat employee survey, 95% of respondents agreed with the statement, ‘Our team lives by the Code of Conduct’.
Speak Up
Everyone who works for or on behalf of Vodafone has a responsibility to report any behaviour at work that may be unlawful, criminal, or could amount to an abuse of our policies, systems, or processes, and would therefore be a breach of our Code of Conduct. Speak Up is owned by the Chief Human Resources Officer and overseen by the Group Risk and Compliance Committee.
Employees can raise concerns through our whistleblowing programme, Speak Up. These concerns may involve unlawful behaviour or integrity issues, such as bribery, fraud, price fixing, conflicts of interest, or breaches of data privacy. Reports may also address people issues such as discrimination, bullying, harassment, health and safety dangers for employees or the public, or
potential human rights abuses. Employees can report concerns to a line manager, a human resources colleague, or through our anonymous confidential third-party hotline, which is accessible online or by telephone in local languages. This service is available to contractors, suppliers, business partners, and joint venture partners. This year, 684 (FY24: 649) separate concerns were reported using Speak Up.
Speak Up reports are confidentially investigated by local specialist teams. A committee is in place, comprised of senior team members, to act as the decision-making authority. Following an initial assessment of the report, if an investigation is required, a corporate security investigator or a member of HR will confidentially investigate the matter, notifying the person who raised the concern. Where reports made to Speak Up require remedial action, this could include individual consequences or changes to internal processes and procedures.
Each report is monitored to verify that any corrective action plan or remediation has been conducted. Our Group Risk and Compliance Committee reviews the effectiveness of the Speak Up process and trends once a year, and the Group Audit and Risk Committee receives an annual update, with additional ad hoc reviews carried out where appropriate.
We have a non-retaliation policy when a concern has been reported. Everyone who raises a concern in good faith is treated fairly, with no negative consequences for their employment with Vodafone, regardless of the outcome of any subsequent investigation. This policy is reinforced through local communication.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 43 | |||||
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Our approach continued
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Our employees trust our Speak Up process, as evidenced by our October 2024 Spirit Beat survey, with 86% of respondents agreeing that they believe appropriate action would be taken as a result of using the process. We also track the proportion of ‘named’ versus ‘anonymous’ reports as a higher number of named reports suggests higher levels of trust in the Speak Up process. During the year, 49% (FY24: 52%) of reports were ‘named’ and this was 3% higher than available industry benchmarks.
Speak Up is available to our suppliers and is communicated through our Code of Ethical Purchasing. For suppliers that decide to maintain their own grievance mechanisms, we require that they inform us of any grievances raised relating to work done on behalf of Vodafone.
Speak Up topics raised during the year
| Topic 1 |
Speak Up
reports |
Requiring
remedial
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| People issues 2 | 75% | 31% | ||||||
| Integrity | 22% | 51% | ||||||
| Other | 2% | 36% | ||||||
| Health and safety | 1% | 50% | ||||||
Notes:
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There were no reports relating to modern slavery concerns reported during the period (FY24: one report). |
| 2. |
Diversity, equity and inclusion topics accounted for 2% of the People issues reported. |
Anti-bribery, corruption and fraud
At Vodafone, we support and foster a culture of zero tolerance towards bribery, corruption or fraud in all our activities.
Our Anti-bribery policy
Our policy on this issue is summarised in our Code of Conduct and states that employees or others working on our behalf must never offer or accept any kind of bribe. Our Anti-bribery Policy is consistent with the UK Bribery Act and the US Foreign Corrupt Practices Act and provides
guidance about what constitutes a bribe and prohibits giving or receiving any excessive or improper gifts and hospitality. Any policy breaches can lead to dismissal or termination of contract.
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Click to read our Code of Conduct: vodafone.com/code-of-conduct |
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Click to read more about our approach to Anti-bribery
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Facilitation payments are strictly prohibited, and our employees are provided with training and guidance on how to respond to demands for facilitation payments. The only exception is when an employee’s personal safety is at risk. In such circumstances, when a payment under duress is made, the incident must be reported as soon as possible afterwards.
We consistently evaluate our anti-bribery programme by conducting periodic monitoring activities, risk assessments, policy compliance reviews and internal audits to ensure effective implementation.
To support our approach, we are also a member of Transparency International UK’s Business Integrity Forum.
Governance and risk assessment
Our Group Chief Executive and Executive Committee oversee our efforts to prevent bribery. They are supported by local market CEOs, who are responsible for ensuring that our anti-bribery programme is implemented effectively in their local market. They are, in turn, supported by local specialists and a dedicated Group team that is solely focused on Anti-bribery Policy and compliance.
The Group Risk and Compliance Committee assists the Executive Committee in fulfilling duties with regards to risk management and policy compliance and anti-bribery mitigation oversight.
Our minimum anti-bribery standards for every Vodafone business include:
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Conducting a comprehensive anti-bribery risk assessment; |
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Ensuring there is a due diligence process for suppliers and business partners at the start of the business relationship; |
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Completion of the global e-learning training for all employees 1 , as well as tailored training for higher-risk teams; and |
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Registering gifts and hospitality in a designated platform in line with relevant policy requirements, as well as ensuring there is a process for approving local sponsorships and charitable contributions. |
The risks we face evolve constantly but broadly fall into the areas summarised in the table below, which outlines the key risks and the mitigation measures adopted.
Engaging employees to raise awareness of bribery risk
We run a multi-channel, high-profile global communications programme, ‘Doing What’s Right’, to engage with employees and raise awareness and understanding of the Anti-bribery Policy. The ‘Doing What’s Right’ programme features e-learning training, including a specific anti-bribery module. As at 31 March 2025, 94% of training assigned during the reporting period had been completed. For higher-risk employees, additional tailored training programmes are used to cover relevant scenarios for those employees. We also conduct internal communication campaigns using a range of materials to highlight some of the key messages around our zero tolerance to bribery and corruption, including communications from senior management.
| Risk | Response | |
| Operating in high-risk markets | We undertake biennial risk assessments in each of our local operating companies and at Group level, so we can understand and limit our exposure to risk. | |
| Business acquisition and integration | Proportionate anti-bribery pre- and post acquisition due diligence are carried out on a target company. Red flags identified during the due diligence process are reviewed and assessed. Following acquisition, we implement our anti-bribery programme. | |
| Spectrum licensing | To reduce the risk of attempted bribery, a specialist spectrum policy team oversees our participation in all negotiations and auctions. We provide appropriate training and guidance for employees who interact with government officials on spectrum matters. | |
| Building and upgrading networks | Our anti-bribery policy makes it clear that we never offer any form of inducement to secure a permit, lease or access to a site. We regularly remind all employees in network roles of this prohibition, through tailored training sessions and communications. | |
| Working with third parties | Third-party due diligence is completed at the start of our business relationship with suppliers, other third parties and partners. Through their contracts with us, our suppliers, partners, and other third parties make a commitment to implement and maintain proportionate and effective anti-bribery compliance measures. | |
| We regularly remind current suppliers of our policy requirements and complete detailed compliance assessments across a sample of higher-risk and higher-value suppliers. Selected high-risk third parties are trained to ensure awareness of our zero-tolerance policy. | ||
| Winning and retaining business | We provide tailored training for our Vodafone Business and Partner Markets sales teams. In addition, we also maintain and monitor an online register of gifts and hospitality to ensure that inappropriate offers are not accepted or extended by our employees. | |
Note:
| 1. |
Exceptions apply for employees in Germany. |
| 44 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Our approach continued | ||||||||||
Assurance
The implementation of our anti-bribery policy is monitored regularly in all markets and entities as part of the annual assurance process, which reviews key anti-bribery controls. During FY25, we completed an on-site policy compliance review in Albania. Further to this, a cross-entity review was performed on selected key controls. The evaluation of the controls demonstrated good levels of implementation. Some improvement areas were identified in tailored training and third party risk management which continues to be a key focus area, with appropriate enhancement measures put in place. To strengthen our anti-bribery programme, we are investing further in data analytics solutions, to identify and mitigate bribery and corruption risks, leveraging artificial intelligence technology.
Fraud
Fraud is a significant threat, impacting our customers, employees, reputation, and financial performance. The Executive Committee and Audit and Risk Committee recognise this through ongoing focus on the development of management capability to mitigate risks and protect our customers and employees. Vodafone delivers fraud management through a global organisation and operating model, utilising a combination of global (Fraud Centre of Excellence), central (VOIS) and local (dedicated fraud teams in each market and Group entities) resource. This approach enables a timely and effective local response whilst also identifying best practice and intelligence to be shared across the organisation. We continuously evolve our fraud technology and ways of working, adapting to the tactics used by fraudsters, and aligning with key partner teams such as Cyber Security and Privacy to leverage our strengths and establish a robust, layered defence. The protection of customers and support for victims of fraud is a key pillar of our global fraud strategy. We continue to enhance our capability in these regards through a combination of technical solutions, operational processes and raising awareness.
Human rights
We want to have a positive impact on people and society, which includes respecting human rights in all our operations. As well as the positive opportunities we create, we are also conscious of the human rights risks associated with our operations. We aim to ensure that we are not directly or indirectly, in any way complicit in human rights abuses. We are a long-standing member of the United Nations Global Compact (‘UNGC’), and our approach is guided by the United Nations Guiding Principles on Business and Human Rights (‘UNGPs’).
Freedom of expression
Vodafone connects people – to each other, to information, services and opportunities. Mobile internet enables unique ways to create, share and access information. It can allow users to access information when they need it most, to upload and share content almost instantaneously, to discuss and document events and experiences in real time, and to effectively advocate and organise.
Freedom of expression is enshrined in international law and enacted through national legislation. It is linked to social cohesion and inclusion: important factors in determining the extent to which a community or nation will experience enduring prosperity and growth. However, freedom of expression in the online world can be exercised only with the means to connect. In the markets in which we operate, Vodafone seeks to connect everyone and to provide the tools by which societies can exercise their rights to freedom of opinion and expression and more fully benefit from other digital, cultural and economic rights.
Law enforcement assistance
Vodafone holds customer information needed to provide our services. We are open about the data collected and are committed to keeping it secure and only using it for its stated purpose. We always seek to respect and protect the right to privacy, including our customers’ lawful rights to hold and express opinions, as well as share information and ideas without interference. Nonetheless, as a licensed national operator, we are legally obliged to comply with local law and therefore lawful orders from local law enforcement, such as police intelligence agencies and courts.
Law enforcement can help ensure the rights of the many are not undermined by the unlawful acts of the few, protecting life and property and maintaining trust in the community. Law enforcement agencies use communications data and lawful intercept to investigate serious crimes and to tackle national security threats. Data that Vodafone discloses under applicable local legal frameworks can provide valuable insights to investigators working to prevent major national incidents, save lives, and uphold the rule of law. When disclosed in a timely manner, communications data can also support law enforcement to apprehend dangerous suspects and disrupt crimes in progress. We use specialist and security cleared teams to handle law enforcement assistance requests; they are available 24 hours a day, 365 days a year, so they can respond to time critical incidents, such as kidnap or armed robbery, without delay. Our data can also be used in criminal prosecutions, ensuring that victims see justice done.
While law enforcement assistance activities can benefit communities, we recognise the risk that certain individuals’ human rights may be breached by authorities exercising their power to require the disclosure of communications data – even where such requirements are domestically lawful. The impacts may include targeted attempts to
intimidate or suppress political opponents, minorities, or human rights activists. At the same time, refusal to comply may put our employees at risk of physical harm and legal censure. Our processes seek to minimise the risk of this happening.
Our due diligence process for potential new markets includes evaluating the country’s respect for human rights, how local law would affect our ability to comply with our human rights (including Child Rights) policy, and how we can mitigate the risk of negative human rights impacts. These are complex evaluations. In some countries, where telecommunications infrastructure is underdeveloped and/or dominated by a state operator, the introduction of our services can improve the lives and human rights of citizens.
Vodafone’s human rights (including child rights) policy provides clear rules and guidance which seek to prevent direct and indirect human rights risks from materialising in our operations. It requires that we seek ways to honour the principles of internationally recognised human rights, even when faced with conflicting requirements. Vodafone’s law enforcement assistance policy creates the specific governance and safeguards which seek to ensure that we provide law enforcement securely, effectively, in line with legal due process, and in a way that seeks to balance our respect for customer privacy (including the human rights and civil liberties of our customers). It sets out common mandatory requirements for all operating companies regarding the circumstances in which Vodafone will provide law enforcement assistance. The policy asks that we scrutinise all law enforcement assistance requests, requires all agencies to comply with legal due process, and establishes that we will challenge demands that we consider overly broad, insufficiently targeted or disproportionate.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 45 | |||||
| Our approach continued | ||||||||||
In each operating company, the local External Affairs Director, Legal Director or equivalent is responsible for implementing and operating the policy, including ensuring that all employees involved in law enforcement assistance are appropriately trained and supported to conduct their duties. Law enforcement assistance is supervised at a more operational level by each operating company’s Head of Legal or Head of Corporate Security, and is overseen by both Vodafone’s ExCo and sub-committees of the Board: the ESG Committee and the Audit and Risk Committee.
Vodafone is committed to transparency regarding our role in law enforcement assistance; this is essential for customer trust and to enable evaluation of our respect for human rights. Our annual transparency report shares data on the law enforcement activity of Vodafone operating companies, except where local laws prevent disclosure. In our stakeholder engagement, we continue to call for governments to publish meaningful data on their use of law enforcement assistance demands, and we advocate for transparent, rights-respecting law enforcement assistance frameworks.
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Click to read our transparency report:
vodafone.com/law-enforcement-assistance |
Network shutdowns
Network shutdowns (‘shutdowns’) refer to the intentional disruption of electronic communications mandated by a government. These can be geographically targeted and therefore affect specific communities, or be implemented nationally and apply to all communications and/or specific platforms. Under its operating licences, Vodafone must comply with shutdown orders when compelled to do so in
accordance with local law. Shutdowns do limit citizens’ freedom of expression and may block journalism, potentially shielding governments from scrutiny and often isolating vulnerable communities at times of their greatest need. They prevent citizens from accessing emergency services and services that are essential to everyday life, such as mobile money and online education, and in times of crisis they can restrict access to critical assistance such as humanitarian relief.
Vodafone’s human rights (including child rights) policy is informed by the UNGPs on Business and Human Rights, the United Nations Global Compact Principles, and the Global Network Initiative Principles. Our policy identifies network shutdowns as one of our salient human rights impacts. The policy requires that we seek ways to respect human rights, even when faced with conflicting requirements, and that we give special consideration to the rights of vulnerable groups. Shutdowns are also governed by our law enforcement assistance policy, which requires that when we assist law enforcement authorities, we do so only under certain carefully prescribed circumstances. All shutdown demands must be evaluated by an appropriately qualified and senior solicitor of the operating company to determine whether the demand has been issued in accordance with local law, and whether the operating company has a legal obligation to comply. Our operating companies interpret shutdown demands as narrowly as is lawfully possible, to mitigate the impact on rights holders. If a shutdown demand appears overly broad, unlawful or otherwise inconsistent with applicable law, the operating company will seek clarification or modification from authorised officials. Vodafone advocates for governments to end the indiscriminate use of shutdowns.
Responsible supply chain
At Vodafone, we rely on complex international supply chains. We collaborate with our suppliers, partners and peers to promote responsible and ethical behaviour and high standards across our supply chain. Our goal is to keep everyone in our operations safe from harm, which is integral to our commitment to operate ethically, lawfully, and with integrity.
We recognise that modern slavery is a growing issue, exacerbated by global crises. The potential for human rights abuses in the supply chain is one of our salient human rights issues. We acknowledge the potential for supplier failure to adhere to Vodafone’s code of ethical purchasing and contractual commitments, which could harm workers’ human rights, including through failure to provide a safe and healthy working environment, forced labour, child labour, and discrimination.
Vodafone’s Chief External and Corporate Affairs Officer oversees our approach to human rights. Our supply chain human rights programme is delivered by subject matter experts, including our Human Rights Manager and our Senior Supply Chain Sustainability Lead. Together, they strive to ensure that we are not, directly or indirectly, in any way complicit in human rights abuses.
Vodafone does not tolerate forced, bonded or compulsory labour, human trafficking, child labour or discrimination in our operations or supply chain.
Vodafone Procure & Connect (‘VPC’) drives consistency in supplier management. We aim to identify modern slavery risks before engaging new suppliers and monitor their compliance with our code of ethical purchasing during the contract. When tendering, new suppliers must demonstrate policies and procedures that support matters including safe working, diversity and inclusion. Vodafone’s code of ethical purchasing sets out the
minimum ethical behaviours we require of suppliers. It is based on international standards, including the Universal Declaration of Human Rights and the International Labour Organisation Declaration on Fundamental Principles and Rights at Work, addressing topics including forced labour, child labour, discrimination and the responsible sourcing of minerals. Suppliers must operate safely, under the ‘Vodafone absolute rules’, which take a zero-tolerance approach to unsafe behaviours.
We collaborate externally to identify risks, including through the Joint Alliance for Corporate Social Responsibility (‘JAC for CSR’) – an association of telecommunications operators working to improve ethical, labour and environmental standards in the information and communication sector supply chain. JAC members undertake regular audits of common suppliers. Completed audits are shared with members on a shared audit platform. The decision to use or stop using certain suppliers is always decided on by each individual JAC member independently. Vodafone uses these assessments, in addition to our own, to identify and manage risks in our supply chain. Audits include offsite worker surveys. Our anonymous, non-retaliatory grievance mechanism, ‘Speak Up’, is accessible to all individuals in our workforce or supply chain. Where breaches are identified, we work with suppliers on remediation plans.
The Chief Financial Officer oversees our supply chain, while the External Affairs Director owns the human rights policy. The Chief Executive Officer of the VPC reports to the Chief Financial Officer, and is responsible for the implementation of the code of ethical purchasing. They are both members of the ExCo and Board.
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Click to read our Code of Ethical Purchasing:
vodafone.com/code-of-ethical-purchasing |
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Click to read our Conflict Minerals Reports and
Statement: vodafone.com/responsibleminerals |
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| 46 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Our approach continued | ||||||||||
Privacy, Security, and Resilience
Millions of people communicate and share information over our networks, supporting them to connect, innovate and prosper. Customers trust us with their data and maintaining this trust is critical. Our security and resilience strategy is centred around three key pillars: data privacy, cybersecurity, and asset resilience.
Our global privacy programme seeks to manage our customers’ personal data in a way that respects their rights and ensures they can make informed decisions regarding the use of the personal data. We regularly engage with industry and policymakers to help shape privacy standards. Under our cyber security pillar, we continuously monitor and defend our systems against evolving threats. Our security framework follows industry good practices, focusing on risk management, real-time threat detection, and incident response rates to keep our customers and services safe.
Furthermore, as a provider of critical infrastructure, we invest in securing our network, including mobile towers, data centres, and subsea cables. To enhance resilience of our physical assets, we deploy backup power solutions and strengthen our systems against potential disruptions, aiming to ensure uninterrupted connectivity.
Data privacy
We believe that everyone has a right to privacy wherever they live in the world, and our commitment to our customers’ privacy goes beyond legal compliance. As a result, our privacy programme applies globally, irrespective of whether there are local data protection or privacy laws.
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Click to watch our privacy experts summarise our
approach to data privacy investors.vodafone.com/ videos |
Privacy risks and impacts
As data volumes continue to grow and regulatory and customer scrutiny increases, it is important to be clear on the privacy risks we face, as well as how our policies and programmes can mitigate these. We categorise data privacy risk into three main areas:
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Collection : collection of personal data without permissions, or excessive collection of data; |
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Access and use : use of personal data for unauthorised purposes, excessive data retention, or poor data quality; and |
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Sharing : unauthorised disclosure of personal data, including supplier non-compliance with the law or our own policies. |
To help us identify and manage the increasing privacy risk landscape we regularly evaluate our business strategy, new technologies, products and services as well as government policies and regulation. We also evaluate operational controls to determine improvements to mitigate risk.
Policies
Our privacy management policy is based on the European Union General Data Protection Regulation (‘GDPR’) and this is applied across Vodafone markets both inside and outside the European Economic Area. Our privacy management policy establishes a framework within which local data protection and privacy laws are respected and sets a baseline for those markets where there are no equivalent legal requirements.
Using customer data
We want to enable our customers to get the most out of our products and services. To provide these services, we need to use our customers’ personal information. We aim to protect our customers’ data and only to use it for a stated and specific purpose. We are always open about what customer data we collect, and why we collect it.
Our privacy programme governs how we collect, use and manage our customers’ personal data to ensure we respect the confidentiality of their communications and any choices that they have made regarding the use of their data. Our privacy programme is based on the following principles: accountability, fairness and lawfulness, choice and access, security safeguards, privacy by design, openness and honesty, responsible data management, and balance.
Each local market publishes a privacy statement to provide clear, transparent and relevant information on how we collect and use personal data, what choices are available regarding its use and how customers can exercise their rights. Our product specific privacy notices include details relating to a particular product. These statements and notices are available to customers online, in the MyVodafone app and in our retail stores.
We provide our customers with access to their data through online and physical channels. These channels can be used to request deletion of data that is no longer necessary, or for correcting outdated or incorrect data, or for data portability.
Our customer privacy statements and other customer-facing documents provide comprehensive information on how these rights can be exercised and how to raise complaints or contact the relevant data protection authority. Our frontline retail and customer support staff are trained to respond to customer requests.
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Click to read more about our privacy policies
vodafone.com/privacy |
Governance
The General Counsel and Company Secretary, a member of the Executive Committee, oversees the global privacy programme. The Group Privacy Officer reports to the Global Compliance and Business Integrity Director, an independent second line function responsible for monitoring Group compliance. The Group Privacy Officer is responsible for monitoring the Group privacy programme compliance across markets and provides regular reports to the General Counsel and Company Secretary, and an annual update to the Audit and Risk Committee on the adequacy of our Privacy programme. During the year, the Group Privacy Officer conducted regular compliance reviews to ensure markets were adhering to the Group’s policies and procedures. This included oversight of our privacy programme.
Whilst each employee is responsible for protecting personal data they are trusted with, accountability for compliance sits with each operating company. A member of the local executive committee oversees the local implementation of our privacy programme. Each operating company also has a dedicated privacy officer, privacy legal counsel and other privacy specialists. Local privacy officers report to the Group Privacy Officer throughout the year on the adequacy of privacy risk management for their market.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 47 | |||||
| Our approach continued | ||||||||||
The privacy leadership team approves new standards and guidelines and monitors the implementation of global privacy plans. Operating companies also maintain Privacy Steering Committees that bring together privacy and security teams and senior management from relevant business functions.
Enabling customers to control their data
Our state-of-the-art, multi-channel permission management approach has been deployed across our channels (MyVodafone app, website, call centres and retail stores) since 2018. This approach allows our customers to control how we use their data for marketing and other purposes at any time and the permissions are synchronised across our channels. For example, customers can:
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Opt in for the processing of special categories of data; |
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Choose what data we collect through the MyVodafone app and how it is used; |
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Opt out from marketing across different channels (call, SMS, notifications), or opt-in to the use of their communications metadata for marketing purposes or for receiving third-party marketing messages; and |
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Opt out from the use of anonymised network and location data (‘Vodafone Analytics’). |
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Click to read more about uses of customer data:
investors.vodafone.com/sasb |
Privacy compliance
We have an experienced team of privacy specialists dedicated to ensuring compliance with data protection laws and our policies in the countries where we operate.
Our privacy controls frameworks are subject to periodic review and risk based evaluation to identify and implement areas for improvement. In addition to introducing updates to our global privacy controls, we also require every employee, and where possible contractors, to complete our Doing What’s Right (‘DWR’) privacy training within six weeks of joining. In addition, they need to complete refresher courses in line with our annual learning intervention cycle. We also have targeted training for high-risk teams with a key role in personal data processing.
We have a clear process for managing privacy risks across the data life cycle, and teams from across Vodafone ensure end-to-end coverage. Dedicated security teams are tasked with applying appropriate technical and organisational information security measures to protect personal data against unauthorised access, disclosure, loss or use during transit and at rest.
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All products, services and processes are subject to privacy impact assessments as part of their development and throughout their life cycle. We maintain personal data processing records, supplier privacy compliance, data breach management and individual rights processes, and internal and international data transfer compliance frameworks, as well as training and awareness programmes.
In our supply chain, privacy and security requirements form a key part of our supplier management processes. All suppliers go through a thorough onboarding process to verify their adherence to these requirements, with appropriate data protection measures and continuous monitoring agreed.
Our teams monitor and influence regulatory as well as industry developments and work to build and maintain relationships with local data protection authorities and other key stakeholders.
The effectiveness of control implementation is subject to quarterly reporting and annual evidence-based testing by the privacy teams, as well as internal audit. Control implementation is also reviewed by local market CEOs, the Group Risk and Compliance Committee and the Audit and Risk Committee. Any findings are subject to remedial actions by the responsible control operator, and their completion is monitored.
Responding to privacy incidents
We have dedicated standards and monitoring (covering both internal process implementation effectiveness and reference external cases) to prevent, identify, contain, and report incidents with lessons learnt to all internal and external stakeholders as necessary.
Our performance
We aim to achieve a 90% completion rate on both generic (DWR) and specific (high risk role) trainings for all target groups across our global footprint. In FY25, 89% of assigned employees completed DWR or more specific privacy training.
We aim to avoid any data breach or data misuse resulting in material impacts. We have a strong culture of data privacy, and our assurance and monitoring activities are designed to identify potential issues before they materialise and as a result Vodafone did not receive material fine during the financial year.
Vodafone’s approach to responsible artificial intelligence (‘AI’)
Vodafone’s AI governance approach demonstrates our desire to engage with AI in an ethical and responsible manner for the benefit of customers, employees, and society. We first released our ethical AI framework in 2019. We have further formalised our governance of AI. The AI Governance Board is a senior steering group that defines strategy and policy for AI and monitors its execution. The board is chaired by the Vodafone Chief Technology Officer and is attended by the CEO of Vodafone Business, Group Commercial Function Director, Chief HR Officer, General Counsel, and Company Secretary. The AI Governance Board is supported by the following functions: the Global AI Data and Analytics function leads the deployment of the AI initiatives. The AI innovation team drives AI innovation. HR is responsible for upskilling our workforce, and the Responsible AI Office ensures compliance with and ethical use of AI, together with our Secure and Privacy by Design and External Affairs teams. Recently, we have rolled out an internal risk assessment for AI applications to continue managing the ever-increasing risk for AI. Additionally, we have implemented a set of responsible AI guardrails to our internal AI development platforms making sure that there is a set of controls mitigating known risk domains for generative AI applications.
On the external front, Vodafone contributed to the development and launch of the GSMA Responsible AI Maturity Roadmap and is a standing member of the GSMA Responsible AI working group. We have also signed up to the AI Pact operated by the AI Office in the form of a voluntary pledge.
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Build and assure security in all products and services; and
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Simplify architecture though partnership with key suppliers.
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Design and development of a new security operations platform;
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Further strengthening multi-factor authentication;
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Enhancing
end-to-end
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Transforming how we manage the security of our third parties; and
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Implementation of CHARM.
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Click to read our cyber security factsheet:
investors.vodafone.com/cyber
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Read more about AI governance on page
47
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Vodafone Group Plc
Annual Report on Form 20-F 2025
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Our approach
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External:
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Insider:
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Supply chain:
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Cyber Health – a continuous view of security based on automated key risk indicators;
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Adaptive – responds to changing threats, technology evolution and regulation;
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Risk method – quantified risk to provide better decision-making and prioritisation.
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50
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Vodafone Group Plc
Annual Report on Form 20-F 2025
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Strategic report
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Governance
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Financials
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Other information
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Our approach
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Team
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Responsibilities
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Governance, Risk and
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–
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Cyber risk framework and management across the Group.
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Control
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Define and track adoption of controls and procedures, and measure effectiveness.
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Strategy and Secure
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–
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Define cyber strategy aligned to technology and Company strategies.
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by Design
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–
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Products, services and internal systems are secure by design.
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Cyber Prevent
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–
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Engineer, deliver and operate global security platforms, driving continuous improvement.
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Cyber Defence
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–
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Perform threat intelligence & security testing. Detect events and attacks through 24/7 monitoring.
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–
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Respond to events and incidents to minimise the impact to business and customers.
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Investments & Supplier
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–
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Manage cyber risk in Vodafone investments portfolio, partner markets, acquisitions and divestments.
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–
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Identify and reduce supplier risk.
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Local Market Teams
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–
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Responsible for managing and embedding cyber security in our local markets, including meeting local cyber regulatory and compliance requirements.
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Strategic report
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Governance
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Financials
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Other information
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Vodafone Group Plc
Annual Report on Form 20-F 2025
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51
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Our approach
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Read more about the Audit and Risk Committee’s oversight of cyber security on pages
86
91
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Read more about our approach to mandatory Doing What’s Right training on page
42
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52
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Vodafone Group Plc
Annual Report on Form 20-F 2025
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Strategic report
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Governance
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Financials
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Other information
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Our approach
continued
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Click to read more about Vodafone’s Cyber Code in our Code of Conduct:
vodafone.com/code-of-conduct
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Click to read more about how we manage risks from technology disruptions in our SASB disclosure:
investors.vodafone.com/sasb
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| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 53 | |||||
Non-financial information
UK Streamlined Energy and Carbon Reporting (‘SECR’)
In accordance with SECR requirements, the following table provides a summary of GHG emissions and energy data 1 for Vodafone UK, in comparison with global performance.
| ESG Addendum FY25 | ESG Addendum FY24/prior year disclosed | |||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
|
Group
(excluding Vodafone UK) |
Vodafone UK |
Group
total |
Vodafone UK as a % of Group data |
Group
(excluding Vodafone UK) |
Vodafone UK |
Group total |
Vodafone UK as a % of Group data |
|||||||||||||||||||||||||
| Total Scope 1 GHG emissions (million tonnes CO 2 e) | 0.26 | 0.01 | 0.27 | 2% | 0.26 | 0.01 | 0.27 | 3% | ||||||||||||||||||||||||
| Total Scope 2 market-based GHG emissions (million tonnes CO 2 e) | 0.01 | – | 0.01 | 0% | 0.44 | – | 0.44 | 0% | ||||||||||||||||||||||||
| Total Scope 2 location-based GHG emissions (million tonnes CO 2 e) | 1.95 | 0.12 | 2.07 | 6% | 1.98 | 0.13 | 2.11 | 6% | ||||||||||||||||||||||||
| Total GHG emissions per € million of revenue (tonnes of CO 2 e) | 5.83 | 0.83 | 6.66 | 12% | 14.90 | 1.00 | 15.90 | 6% | ||||||||||||||||||||||||
| Total energy consumption (GWh) 2 | 5,346 | 660 | 6,006 | 11% | 5,945 | 664 | 6,609 | 10% | ||||||||||||||||||||||||
Notes:
| 1. |
Data is calculated using local market actual or estimated data sources from invoices, purchasing requisitions, direct data measurement and estimations. Carbon emissions are calculated in line with the GHG Protocol standards. Scope 2 market-based emissions are reported using the market-based methodology in effect as at the date of this report. For full methodology see our FY25 ESG Addendum Methodology document: investors.vodafone.com/esgmethodology. |
| 2. |
More information on energy efficiency initiatives implemented during the year can be found on pages 34 to 35 and in our disclosures prepared in accordance with the SASB standards. For more information, please visit: investors.vodafone.com/sasb. |
| 3. |
Information for prior periods is not presented as the organisational boundaries for financial reporting are not consistent with those used in the calculation of GHG emissions. For information about intensity metrics for prior periods, see our FY25 ESG Addendum: investors.vodafone.com/esgaddendum. |
ESG cautionary statement
In preparing the ESG-related information contained in this document, we have made a number of key judgements, estimations and assumptions. The processes, methodologies and issues involved in preparing this information are complex. The ESG data, models and methodologies used are often relatively new, are rapidly evolving and are not necessarily of the same standard as those available in the context of financial and other information, nor are they subject to the same or equivalent disclosure standards, historical reference points, benchmarks or globally accepted accounting principles. It is not possible to rely on historical data as a strong indicator of future trajectories in the case of climate change and its evolution. Outputs of models, processed data and methodologies may be affected by underlying data quality, which can be hard to assess, and we expect industry guidance, standards, market practice and regulations in this field to continue to evolve. There are also challenges faced in relation to the ability to access certain data on a timely basis and the lack of consistency and comparability between data that is available. This means the ESG-related forward-looking statements, information and targets discussed in this document carry an additional degree of inherent risk and uncertainty.
| 54 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Non-financial Information continued | ||||||||||
Non-financial and sustainability information statement
The table below outlines where the key content requirements of the non-financial and sustainability information statement can be found within this document (as required by sections 414CA and 414CB of the Companies Act 2006).
Vodafone’s sustainable business reporting also considers other international reporting frameworks, including the Global Reporting Initiative, the SASB Standards, CDP and the GHG Reporting Protocol.
|
|
Click to download our ESG Addendum: investors.vodafone.com/esgaddendum | |
|
|
Click to read our ESG Addendum Methodology document: investors.vodafone.com/esgmethodology | |
|
|
Click to read our SASB disclosures: investors.vodafone.com/sasb |
| Reporting requirement |
Vodafone policies and approach |
Section within Annual Report |
Read more | |||||
| Environmental matters |
Planet performance |
Protecting the Planet |
|
pages 34 to 38 | ||||
|
Climate change risk |
Risk management |
|
pages 65 to 66 | |||||
| Employees |
Code of Conduct |
Code of Conduct and anti-bribery, corruption and fraud |
|
page 42 | ||||
|
|
page 43 | |||||||
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Occupational health and safety |
Health and safety |
|
pages 17 to 18 | |||||
|
Diversity and inclusion |
Workplace equality |
|
pages 15 to 16 | |||||
| Social and community matters |
Driving positive societal transformation and performance |
Empowering People |
|
pages 39 to 41 | ||||
|
Stakeholder engagement |
Stakeholder engagement |
|
pages 11 to 13 | |||||
|
Mobiles, masts and health |
Our ESG disclosures |
|
page 32 | |||||
| Human rights |
Human right approach |
Human rights |
|
pages 44 to 45 | ||||
|
Code of ethical purchasing |
Responsible supply chain |
|
page 45 | |||||
|
Modern Slavery Statement |
Responsible supply chain |
|
page 45 | |||||
|
Anti-bribery and corruption |
Code of Conduct |
Code of Conduct |
|
page 42 | ||||
|
Anti-bribery policy |
Anti-bribery, corruption and fraud |
|
page 43 | |||||
|
Speak Up |
Speak Up |
|
pages 42 to 43 | |||||
| Policy embedding, due diligence and outcomes |
Purpose, Protecting the Planet, Empowering People and Maintaining Trust |
|
pages 30 to 52 | |||||
|
Risk management |
|
pages 55 to 60 | ||||||
| Description of principal risks and impact of business activity |
Risk management |
|
pages 55 to 60 | |||||
| Description of business model and strategy |
Business model |
|
page 3 | |||||
|
Chief Executive’s statement and strategic roadmap |
|
pages 4 to 5 | ||||||
| Non-financial key performance indicators |
Key performance indicators |
|
pages 6 to 7 | |||||
|
Purpose, Protecting the Planet, Empowering People and Maintaining Trust |
|
pages 30 to 52 | ||||||
Companies Act (2006) climate-related financial disclosures
Disclosures in compliance with the requirements of the UK Companies Act 2006 (as required by sections 414CA and 414CB) can be found in the Risk Management section of our Strategic Report as follows:
| Companies Act climate-related financial disclosure | Location of disclosure in this report | Read more | ||||
| Governance arrangements for assessing and managing climate-related risks and opportunities | Governance |
|
page 61 | |||
| How Vodafone identifies, assesses, and manages climate-related risks and opportunities | Strategy |
|
pages 62 to 63 | |||
| Integration of climate-related risk identification, assessment and management processes into our overall risk management process | Risk management |
|
pages 64 to 65 | |||
| Principal climate-related risks and opportunities arising in connection with our operations | Our priority climate-related risks and opportunities |
|
page 62 | |||
| The time periods by reference to which those risks and opportunities are assessed | Our exposure to risks and opportunities across a range of scenarios |
|
page 63 | |||
| The actual and potential impacts of the principal climate-related risks and opportunities on the company’s business model and strategy | Our exposure to risks and opportunities across a range of scenarios |
|
page 63 | |||
| Resilience of our business model and strategy in different climate-related scenarios | Building climate-related risk into our business strategy |
|
page 64 | |||
| Our targets to manage climate-related risks and to realise climate-related opportunities and performance against targets | Metrics and targets Purpose, Protecting the Planet, Our planet goals |
|
page 66 | |||
|
Key performance indicators for assessing progress against targets |
Metrics and targets ESG Addendum |
|
pages 30 to 66 | |||
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 55 | |||||
|
Principal risks and uncertainties
Our principal risks
|
||||||||||
In today’s uncertain and volatile environment our business faces numerous risks. However, through robust processes and a strong risk culture, we effectively manage these challenges to achieve our strategic objectives.
Governance and identifying our risks
The Board has the overall responsibility for establishing and maintaining an effective risk management framework. They also advise on the level of risk we are willing to take in achieving our strategic goals.
The Audit and Risk Committee (‘ARC’), on behalf of the Board, reviews and approves the Group’s principal and emerging risks. The risk function aims to integrate risk considerations into strategy execution, enabling informed decision-making across our business. See diagram (Overview of the risk governance structure) for an overview of the governance structure.
The global risk management framework standardises the way in which risk is managed across our operations. Our end-to-end approach starts with risk identification. As part of this process, local markets and Group entities identify and evaluate risks to their local strategy. The Group risk team centrally assesses and challenges these risks. A comprehensive list of risks, along with external risk scanning findings and key risk drivers, are presented to the Directors and executives for analysis and identification of significant risks. The proposed principal (pages 55 to 57 ), watchlist, and emerging (page 58 ) risks are agreed by our Risk and Compliance Committee (‘RCC’) before being submitted to the ARC and the Board for review and approval.
Key changes to our principal risks:
| – |
The Adverse changes in macroeconomic conditions risk has increased due to the unpredictable nature of geopolitical events, which impact the global economy. |
| – |
The Adverse market competition risk has increased due to the competitive activity in some European markets. |
| – |
The Adverse political and policy environment risk has been replaced. Relevant content on politics and geopolitics will be reflected in other principal risks and as key risk drivers. A new risk, Adverse regulatory and policy environment , has been added to cover policy aspects. |
| – |
The Disintermediation risk has decreased as we have strengthened relationships and partnerships with some large technology companies. |
| – |
The Technology resilience and future readiness risk has been split between IT resilience and transformation and Network resilience and infrastructure competitiveness to provide better focus for our resilience and modernisation programmes. |
| – |
As most of our large portfolio transformations are nearing completion, the Portfolio transformation and governance of joint ventures risk was changed to focus on the Governance and performance of investments and moved to the watchlist category. |
Overview of the risk governance structure
Board/Audit and Risk Committee Assurance – Provide oversight for Vodafone Group functions – Discuss, challenge and make a robust assessment of principal and emerging risks Review and – Embed appropriate risk culture throughout the organisation provide assurance over selected Risk and Compliance Group risk team Group risk owners controls for Committee – Responsible for the – ExCo risk owners have the Group and – Reviews principal, watchlist application of the global the accountability and local markets and emerging risks risk management responsibility for the – Reviews effectiveness framework management of the Internal audit of risk management – Supports the Board/ExCo risks assigned to them Supports the across the Group by creating programmes to – Risk champions identify Audit and Risk strengthen our risk culture and implement Committee mitigating actions in reviewing the effectiveness of Local oversight committees the global risk Provide oversight for the local risk management programme management Discuss, challenge, and make a robust assessment of the local risks and significant operational risks framework and management of Local market CEOs individual risks Set local objectives, identify local priority risks and align tolerance levels with the Vodafone Group guidance Approve and are accountable for the risk treatment options selected for their local risks Local risk owners Are responsible for local risks and the local risk programme to manage, measure, monitor, and report on the risks Local risk managers Are the contact point for each market/entity on risk, and facilitate all activities as defined bythe global risk management framework
Building strong foundations
Managing risk is at the heart of business decision-making and supports our objective to build a strong foundation for future success. That is why we continue to mature our global risk management framework, promoting consistency across the markets in which we operate and enhancing our approach to managing risk across the Group.
Over the course of the past year some of the key initiatives to evolve our global risk management framework included:
| – |
Updating our global risk management framework to align closer with international standards and good practice as well as to reflect the changes to our risk management process; |
| – |
Review and refresh of our enterprise risk strategy with the aim to set clear future objectives and to prioritise key initiatives; |
| – |
Conducting a maturity assessment of our risk management framework and processes; |
| – |
Maturing the risk-based approach to assurance across the Group; |
| – |
Enhancing the process for assessing risk appetite and tolerance for the Group principal risks; |
| – |
Further evolving our approach to operational risk management across the Group, building a consistent framework for comparing risks; |
| – |
Continuing a number of initiatives associated with ESG , including quantitative climate scenario analysis, materiality assessments and programmes related to our disclosure obligations; and |
| – |
Strengthening the risk community across the organisation through a combination of digital and in-person training as well as risk awareness events. |
| 56 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Principal risks and uncertainties continued | ||||||||||
| Risk factors | Scenario | Emerging factors | ||||||
|
Adverse changes in macroeconomic conditions Adverse change to macroeconomic conditions could result in reduced customer spending, higher interest rates, adverse inflation, or foreign exchange rates. Adverse conditions could also lead to limited debt refinancing options and/or increase in costs.
Risk ranking movement: Increased
Risk owner: Group Chief Financial Officer
|
A severe contraction in economic activity leads to lower cash flow generation for the Group and disruption in global financial markets, which impact our ability to refinance debt obligations as they fall due in a cost-effective manner. | This is an externally driven risk, and the threat environment is continually changing. External factors, such as the conflicts in the Middle East, the ongoing war in Ukraine and the uncertainty around global trade and tariff policies, could impact the future path of monetary and fiscal policies, likely affecting economic activity across our global footprint. Additionally, financial markets are experiencing high levels of volatility, with sovereign debt at record levels. These factors could lead to a significant change in the availability and cost of capital. | ||||||
|
Adverse market competition Increasing competition could lead to price wars, reduced margins, loss of market share and/or damage to market value.
Risk ranking movement: Increased
Risk owner: Executive Chairman Vodafone Germany and CEO European Markets
|
Aggressive pricing, accelerated customer losses to low value players on mobile and fixed, and disruptive new market entrants in key European markets could result in greater customer churn and pricing pressures, impacting our financial position. | Emerging factors often depend on individual market structures and the competitive landscape. External factors, such as local and macroeconomic pressures, may impact household and individual connectivity spend. In addition, continued aggressive penetration pricing by disruptive low value players across markets on both mobile and fixed could accelerate customer losses and drive prices in markets. | ||||||
|
Adverse regulatory and policy environment Adverse regulatory measures and policies impacting our strategy could result in increased costs, create a competitive disadvantage, or have negative impact on our Return on Capital Employed.
Risk ranking movement: New/change in scope
Risk owner: Chief External and Corporate Affairs Officer
|
Uncertainty, instability, and the growing complexity of global, regional, and national political environments may lead to unexpected political or regulatory interventions that would adversely affect our operations. |
Geopolitical tensions, a re-evaluation of global alliances and international affairs, and ongoing conflicts amplify the risk of government intervention, which may include both protectionist interventions and security-related requirements. These could affect our operations, supply chains and conditions for competition in various ways. The increasing breadth and depth of external geopolitical challenges mean there is a continuous need to adapt to effectively mitigate the changing risk environment. Heightened uncertainty following elections in 2024, challenging fiscal environments in Europe and Africa, and the proliferation of emerging technologies also contribute to this risk.
|
||||||
|
Company transformation Failure to effectively transform Vodafone to adapt to future challenges and demands could increase operational complexity and hinder growth.
Risk ranking movement: No change
Risk owner: Group Chief Financial Officer/Executive Chairman Vodafone Germany and CEO European Markets
|
A significant transformation programme failure, including the inability to retain contracts for our ‘Business to telco’ offering with partner entities in the disinvested markets, could lead to a reduction in revenue or necessitate a change in the business model. | Like most companies, managing multiple large transformation programmes simultaneously requires careful coordination and consideration to achieve optimal outcomes. Given the current transformation programmes underway in some of our major European markets, it is essential to secure stakeholder alignment, efficient resource allocation, and proactive risk management. Additionally, in markets where we have divested, we enter into contracts to support the divested company. Once the contractual period ends, there is no obligation for them to continue using Vodafone services. | ||||||
|
Cyber threat An external attack, insider threat, or supplier breach cause service interruption or confidential data breaches.
Risk ranking movement: No change
Risk owner: Group Chief Technology Officer
|
Sophisticated threat actors could target mobile network infrastructure using malware or vulnerability exploitation to compromise the details of customer call records, causing customer dissatisfaction, the loss of confidential information related to customers and employees, impact on reputation and potential regulatory sanctions. We model various scenarios within our framework to identify the areas of greatest risk for prioritisation.
|
Cyber risk is constantly evolving and is influenced by economic, technological and geopolitical developments. We anticipate threats will continue from existing sources (for example ransomware and phishing attacks) as well as evolving ones based on new technologies such as satellite, Artificial Intelligence (‘AI’) and the future use of quantum computing. | ||||||
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 57 | |||||
| Principal risks and uncertainties continued | ||||||||||
| Risk factors | Scenario | Emerging factors | ||||||
|
Data management and Privacy Data breaches, misuse of data, data manipulation, inappropriate data sharing, poor data quality or data unavailability could lead to fines, reputational damage, loss of value, loss of business opportunity, and failure to meet our customer expectations.
Risk ranking movement: No change
Risk owner: Group Chief Financial Officer/Group General Counsel and Company Secretary
|
An unauthorised change in a business process may result in the excessive collection and storage of sensitive customer information without their consent. This could lead to increased regulatory scrutiny, potential fines, reputational damage, and significant customer churn. | The proliferation of AI and related regulatory and legislative action across our footprint requires a robust ethics and compliance approach. Geopoliticisation of data will continue to negatively impact cross-border data transfers. New European data regulations, such as the Artificial Intelligence Act and the Cyber Act, will introduce significant new legal requirements around data management of our business activities. | ||||||
|
Disintermediation Failure to effectively respond to threats from emerging technology or disruptive business models could lead to a loss of customer relevance, market share and new/existing revenue streams.
Risk ranking movement: Decreased
Risk owner: Executive Chairman Vodafone Germany and CEO European Markets/CEO Vodafone Business
|
Increasing ‘softwareisation’ of connectivity services combined with the growing ecosystem power of Big Tech companies could see the emergence of competitors and distribution channels with the potential to disintermediate our customer relationships. | In our consumer business, alternative technology solutions may enable new intermediaries to sell communication propositions, while our TV customers may switch to ‘over-the-top’ video-on-demand services. In our corporate business, the ‘softwareisation’ of services may enable new competitors in the value chain. In our infrastructure markets, supplier concentration within the satellite connectivity market and hyperscaler investment in orchestration and network capabilities may present additional challenges in the future. | ||||||
|
IT resilience and transformation Failure or disruptions of IT systems and infrastructure or the inability to modernise and manage the IT environment could negatively impact operations, services, customer experience, or financial performance.
Risk ranking movement: New/change in scope
Risk owner: Group Chief Technology Officer
|
A major outage in a data centre or cloud provider hosting key IT systems could severely disrupt our operations. Additionally, significant delays in resolving incidents due to the unavailability of end-of-service-life components can exacerbate the situation. Furthermore, legacy IT systems that are unable to adapt and provide the features our customers require can hinder our ability to meet their expectations and maintain a competitive edge. | As with other companies who rely on global IT services, the impact of any outage could have wide implications, however, the likelihood of such events are significantly reduced. Additionally, extreme weather events, such as hurricanes and floods, can disrupt our operations and IT infrastructure. Deliberate attacks on critical national infrastructure, like power grids and communication networks, could also increase the risk of disasters. | ||||||
|
Network resilience and infrastructure competitiveness Major network outages or ineffective execution of the technology strategy could lead to dissatisfied customers and/or impact revenue.
Risk ranking movement : New/change in scope
Risk owner: Group Chief Network Officer
|
A major network outage or an uncompetitive infrastructure could hinder expected network performance and fail to meet customer expectations. Both issues could negatively affect market share, revenue, and customer trust. |
Extreme weather events and external threats will continue to pose significant risks to our network resilience, especially with the heightened global security threat to critical infrastructure.
Securing new spectrum for 5G and future technologies before 2030 is crucial for growth and to prevent customer dissatisfaction. Additionally, Fibre-to-the-Home (‘FTTH’) competitors’ commercial offers threaten our business in the areas where we provide only Digital Subscriber Line or cable services. |
||||||
|
Supply chain disruption Disruption in our supply chain could mean that we are unable to execute our strategic plans, resulting in increased cost, reduced choice, and lower network quality.
Risk ranking movement: No change
Risk owner: Group Chief Financial Officer
|
Political decisions affecting our ability to use equipment from specific vendors could cause trade and supply chain disruptions. |
Changes in the political landscape outside Vodafone’s control may significantly impact the upgrade and maintenance of our network. For example, US and China tensions resulting in a ban of high-risk vendors, long-term impacts from the war in Ukraine, a potential open conflict between China and Taiwan, the additional tariffs from the new US administration and the response from other countries, could impact product availability.
Disruption may lead to an increase in our costs in areas such as raw materials, energy, and shipping, while at the same time triggering shortages or extended lead times for critical components.
|
||||||
| 58 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Principal risks and uncertainties continued | ||||||||||
Watchlist and emerging risks
Watchlist risks
Our watchlist risk process enables us to monitor material risks to Vodafone Group that fall outside our principal risks. We review the watchlist risks as part of the continuous risk management process. Any watchlist risks that increase in their significance to the Group are elevated to principal risks and are treated accordingly. Group watchlist risks include, but are not limited to:
Environmental, Social and Governance (‘ESG’)
Failure to meet stakeholder expectations on ESG performance and/or reporting may result in reputational damage, customer dissatisfaction, and/or increased cost of capital.
|
|
Read more about our approach to ESG on pages 30 to 52 | |
|
|
Read more about climate-related risk on pages 61 to 66 | |
Governance and performance of investments
Inadequate oversight, poor decision-making, and misalignment with strategic objectives, could lead to suboptimal investment outcomes. This risk encompasses the possibility of financial losses, reputational damage, and failure to achieve desired returns on investments.
|
|
Read more about our investments in the ‘Strategic report’ on page 9 |
Legal compliance
Increased number of legal penalties, fines, and damage to the Company’s reputation. Additionally, it includes the risk of losing business and customer trust due to breaches of legal requirements.
|
|
Read more about our anti-bribery, corruption and fraud policy on pages 43 and 44 |
Tax
Tax risk covers our management of tax across the markets in which we operate and how we respond to changes in tax law, which may have an impact on the Group.
|
|
Read more about our tax risk, our approach to tax, and our economic contribution at vodafone.com/tax |
The list of watchlist risks is reported to the Group Risk and Compliance Committee (‘RCC’) and to the Audit and Risk Committee (‘ARC’) alongside principal risks.
Emerging risks
Emerging risks are characterised by their uncertain nature, constant change, and by their potential to materially affect the achievement of organisational objectives.
We identify new emerging risk trends using inputs from the analysis of the external and internal environments, leveraging both the input from third-party publications and research as well as the knowledge and experience of our internal business experts. Additionally, we consider the time horizon for the identified emerging risks, allowing us to provide the appropriate level of focus and to plan mitigation strategies accordingly.
As the evolution of emerging risks could be nonlinear and the speed of impact is difficult to predict, we have established a continuous process for monitoring emerging risks as an integral part of the Group’s enterprise risk management
framework. This allows us to be at the forefront of managing emerging risks, periodically assessing whether any of these risks have become material enough to be elevated to the principal risk category.
We split our emerging risks into five different categories: technological, political/regulatory, economic, societal, and business environment, so that the relevant experts across the business have visibility of these risks and can assess the potential impacts and time horizon of these risks. Additionally, deep-dives and scenario analysis have been performed for selected emerging risks with the view to identify potential mitigation strategies should these risks materialise.
Our emerging risks are provided to the Group RCC and to the ARC for further scrutiny.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 59 | |||||
| Principal risks and uncertainties continued | ||||||||||
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Long-term viability statement (‘LTVS’)
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The preparation of the LTVS includes an assessment of the Group’s long-term prospects in addition to the assessment of its ability to meet future commitments and liabilities as they fall due over the three-year review period.
Assessment of viability
The Board has chosen a three-year period to assess Vodafone Group’s viability. This is the period in which we believe our principal risks tend to develop. This time horizon is also in line with the structure of long-term management incentives and the outputs from the long-range business-planning cycle. We continue to conduct financial stress testing and sensitivity analysis, considering revenue at risk.
The viability assessment started with the available headroom as of 31 March 2025 and considered the plans and projections assembled as part of the forecasting cycle, which include the Group’s cash flow, planned commitments, required funding, and other key financial ratios. We also assumed that debt refinancing will remain available in all plausible market conditions.
Finally, we estimated the impact of severe but plausible scenarios for our principal risks on the three-year plan. We also stress-tested a combined scenario taking into account the risk interdependencies, where the following risks were modelled as materialising in parallel over the three-year period:
Adverse changes in macroeconomic conditions
Adverse changes in the macroeconomic environment could result in reduced customer spending, restricted ability to refinance, while prolonged high inflation rates may lead to increased interest rates.
Cyber threat
A cyber-attack may exploit vulnerabilities, allowing unauthorised access to IT and network systems, leading to a breach of information and a potential General Data Protection Regulation (‘GDPR’) fine.
Supply chain disruption
The increasingly volatile relationship between the US and China, along with the latest additional tariffs, could result in significant supply chain disruption for essential technology that the telecom sector relies on to maintain networks and services.
Legal
Legal disputes and adverse judgements against the Company resulting in significant financial liabilities, including increased fines, penalties, or compensatory payments.
Assessment of long-term prospects
The Board undertakes a robust review and challenge of the strategy and assumptions. Each year the Board conducts a strategy session, reviewing the internal and external environment as well as significant threats and opportunities to the sustainable creation of long-term
shareholder value (note that known emerging factors related to each principal risk are described on pages 56 and 57).
As an input to the strategy discussion, the Board considers the key risks (including the identified principal and watchlist risks) with the focus on identifying underlying opportunities and setting the Group’s future strategy. The output from this session is reflected in the strategic section of the Annual Report (page 9 ), which provides a view of the Group’s long-term prospects.
Conclusions
The Board assessed the prospects and viability of the Group in accordance with provision 31 of the UK Corporate Governance Code, considering the Group’s strategy and business model, and the principal risks to the Group’s future performance, solvency, liquidity, and reputation. The assessment took into account possible mitigating actions available to management were any risk or combination of risks to materialise.
Cash and cash equivalents available of € 10.9 billion (page 131) at 31 March 2025, along with options available to reduce cash outgoings over the period considered, provide the Group with sufficient positive headroom in all scenarios tested. Reverse stress testing on revenue and profitability over the review period confirmed that the Group has sufficient headroom available to face uncertainty. The Board deemed the stress test conducted to be adequate, and therefore confirmed that it has a reasonable expectation that the Group will remain in operation and be able to meet its liabilities as they fall due up to 31 March 2028.
| 60 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Risk Management
Mitigating activities
The global risk framework assists in providing a consistent approach to measure and manage our risks by considering the risks’ potential impact, likelihood, and our tolerance.
It is important to establish the context and to understand the environment in which we operate. We categorise our risks into different risk-types (strategic, operational, financial, or legal and regulatory) and identify whether the source of the threat is internal or external. This helps us effectively treat risks by avoiding, transferring, mitigating, or accepting them. Furthermore, this categorisation allows us to provide appropriate oversight and assurance for each of our risks.
Each risk is assigned to an executive risk owner, who is responsible for implementing adequate controls and necessary treatment plans to manage risks within acceptable tolerance levels. While risk owners handle the mitigation implementation, the ARC and RCC provide an oversight over the risk management strategy as well as challenge the tolerance levels of the risks through in-depth risk reviews. Refer to pages 56 and 57 for more detail on our principal risks.
Read more about the Audit and Risk Committee on pages
86
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91
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Adverse changes in macroeconomic conditions
We have a resilient business model. We continue to keep a close eye on the possibility of recessions, which could manifest differently across our various jurisdictions. For our consumers who might be affected by an economic downturn, we offer competitive options and social plans in the markets in which we operate. We have a long average life of debt, which reduces refinancing requirements, and all of our bond debt is effectively held at fixed interest rates.
Adverse market competition
We monitor the competitive environment in all markets and react accordingly to both consumer and business needs. We have initiated Group-wide programmes focused on the customer pillar of our strategy, increased investments in brand and customer experience, as well as launched innovative new products. We continue to evolve our tariffs and offers to provide a differentiated customer experience through benefits, such as flexible contract terms, refurbished devices, and social tariffs. In addition, in many markets we utilise ‘second’ brands to compete more effectively and efficiently in the value segment.
Adverse regulatory and policy environment
Geopolitical tensions and ongoing conflicts amplify the risk of adverse regulatory action. We actively monitor the external horizon, gather intelligence to inform decision-making, and proactively engage with policymakers, regulatory authorities, customers, and relevant stakeholders to find mutually acceptable ways forward. As a last resort, we uphold our rights through legal means.
Company transformation
We have governance structures in place, sponsored by the ExCo, to align on potential changes. These structures consider implications, risks, and mitigating actions across all relevant dimensions.
Cyber threat
Our cyber security strategy has a risk and control framework to manage cyber risk to our networks and services. Our framework aims to identify, protect against, respond to, and recover from threats. We measure control effectiveness across all parts of the Company and have an in-house team of experts in cyber security. We embed security by design into our products, services, and internal operations. Protective controls mitigate the effect of most threats; however, when attacks are successful, we focus on rapid response to minimise business and customer impact. Root cause analysis provides continuous improvement and drives action.
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Click to read more about our approach to cyber security in our fact sheet: investors.vodafone.com/cyber |
Data management and Privacy
Our data and privacy strategies are designed to continually reduce the risk. We regularly conduct reviews of our significant privacy and data risks. Based on the analysis, we use a risk-based approach to improve our prevention and detection strategies. When incidents occur, we identify the root causes and use these lessons learned to improve our controls.
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Read more about our approach to data management and privacy on pages 46 and 47 |
Disintermediation
Our increasingly deep partnerships with Big Tech companies and the potential to leverage the new Digital Markets Act have improved our ability to defend against customer ownership risks. In addition, we continue to focus intensively on improving our customers’ experience, strengthening our proposition, and bundling digital services for consumer and business markets to enhance customer loyalty.
IT resilience and transformation
Our global policy, supported by Key Performance Indicators (‘KPIs’), outlines the steps to quickly recover our most critical technology assets following a disaster. The adoption of cloud computing is enhancing the distribution of our systems. We have prioritised the delivery of IT transformation and modernisation programmes, adopting incremental delivery to improve governance and to realise benefits sooner.
Network resilience and infrastructure competitiveness
To reduce the impact of service disruptions, we have established recovery goals for our critical assets. A global policy outlines KPIs that underpin the resilience and security of technology services. A dedicated assurance programme supports the implementation of this policy.
We work with mobile industry and regulation authorities to secure suitable mobile spectrum to promote the best interests of the mobile network operators.
Additionally, we are expanding our FTTH footprint, where feasible, and upgrading our cable networks, especially in the areas that are underperforming.
Supply chain disruption
We are closely monitoring the evolution of the geopolitical environment. This enables us to respond to emerging challenges and to comply with evolving regulations, economic sanctions, and trade rulings. We also mitigate our exposure through multi-year contracts with key suppliers, demand and inventory planning in anticipation of extended lead times, and continuing to execute our optimisation strategy for network infrastructure logistics.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 61 | |||||
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Climate-related risk
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We recognise that both physical changes to the climate and the transition to a lower-carbon economy pose risks and opportunities for our business. This section outlines our approach to governance, strategy, risk management, and metrics and targets in relation to these climate-related risks and opportunities.
Task Force on Climate-related Financial Disclosures recommendations
We have considered our obligations under the UK’s Financial Conduct Authority Listing Rules and have detailed in the following table the 11 Task Force on Climate-related Financial Disclosures (‘TCFD’) recommendations and whether we are fully or partially consistent. For financial year ended 31 March 2025, our disclosure is consistent with 10 out of 11 TCFD recommendations. Our disclosure is partially consistent with one recommendation, related to target-setting, which we intend to continue progressing in FY26.
This year, we have updated our disclosure to include that we have conducted a detailed quantitative scenario analysis of our seven-priority climate-related physical and transition risks and opportunities across our global footprint. This analysis builds on previous assessments and has enabled us to gain a deeper understanding of our exposure to the financial impact of climate change and assess the value at risk.
Governance
Climate-related risks are integrated into our Group risk management framework and the Audit and Risk Committee (‘ARC’) executes responsibility for these risks on behalf of the Board. Vodafone’s
TCFD recommendations
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Governance
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Progress
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a. Describe the Board’s oversight of climate-related risks and opportunities |
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page 61 | |||
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b. Describe management’s role in assessing and managing climate-related risks and opportunities |
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page 61 | |||
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Strategy
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a. Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term |
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page 62 | |||
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b. Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning |
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page 63 | |||
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c. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario |
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page 63 | |||
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Risk management
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a. Describe the organisation’s processes for identifying and assessing climate-related risks |
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page 65 | |||
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b. Describe the organisation’s processes for managing climate-related risks |
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page 65 | |||
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c. Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s overall risk management |
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page 64 | |||
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Metrics and targets
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a. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process |
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page 66 | |||
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b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 emissions, and the related risks |
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page 66 | |||
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c. Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets |
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page 66 | |||
Key
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Consistent with the TCFD recommendations
Partially consistent with the TCFD recommendations
proposed principal risks, watchlist risks and emerging risks are reviewed and approved annually by the Group Risk and Compliance Committee (‘RCC’) on behalf of the Group Executive Committee (‘ExCo’) before being submitted to the ARC and the Board. Climate change, a sub-risk of Environmental, Social and
Governance (‘ESG’), remains on our watchlist risk register and continues to be reported through our risk governance structure.
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Read more about our risk governance structure on page 55 |
Our climate-related risk and resilience programme sits within the Protecting the Planet part of our purpose strategy. The Board ESG Committee is
responsible for the oversight and approval of Vodafone’s response to climate change and meets five times a year. The quarterly ExCo-level ESG and Reputation (‘ESGR’) Committee is accountable for the implementation of the purpose strategy and appoints an executive sponsor (the Chief External and Corporate Affairs Officer) to oversee programme implementation, annual risk identification and assessment, monitoring and progress tracking, and review of risk management of climate-related risks and opportunities. The ARC and ESG Committee meet annually to jointly review and provide Board oversight of the annual climate-related risk disclosure.
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Read more about the governance of our purpose strategy on page 31 |
Vodafone’s Group climate transition plan (‘CTP’), a cross-functional strategic programme, includes actions and targets to strengthen our climate resilience and mitigate climate-related risks and is overseen by the ESGR. Senior managers in relevant business functions across Vodafone’s global operations have delegated accountability for the design and implementation of these actions and initiatives and are responsible for reporting quarterly to senior leadership to raise risks to plan delivery. Accountabilities for executing strategy sits within external affairs, networks and technology operations, products and services, commercial, brand and marketing and enterprise business units, procurement, and property.
The ESGR identifies any significant business decisions (for example, major transactions or changes to business strategy) that could impact Vodafone’s climate resilience or change the severity or likelihood of climate-related risks. Any risks or issues identified are evaluated by the risk and sustainable business teams, and if necessary escalated through the Protecting the Planet and purpose governance structure to the ESGR.
| 62 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Climate-related risk continued | ||||||||||
Vodafone has an internal global policy, owned by the Chief External and Corporate Affairs Officer, that establishes the minimum standards for environmental management. All Vodafone’s operating entities, including Vodacom, are required to adhere to this policy. It requires annual review of climate-related risks and opportunities in each market, with significant findings incorporated into the Group-level climate-related risk assessment. Additionally, the policy mandates the implementation of the CTP, assigning management the responsibility for taking climate action and building climate resilience, in line with our strategy across our global business.
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Click to read more about our Climate Transition Plan: vodafone.com/ctp |
Strategy
Previously, we conducted several scenario analyses of physical climate risk across Europe and Africa as well as a qualitative assessment to determine priority climate-related risks across our global footprint. This year, we conducted a detailed quantitative scenario analysis of our seven-priority global climate-related physical and transition risks, which involved climate scenario analysis, empirical research, internal stakeholder interviews and economic modelling, to improve the way that we assess our risks. This analysis has enabled us to gain a deeper insight into the risks associated with climate change and to assess the potential financial value associated with each risk (across short-, medium- and long-term time horizons), to consider in our strategy and priorities for risk management.
However, with rapidly changing policy and regulatory environments, complexities with assessing climate-related risks (notably transition risk), and the uncertainty of long-term planning, it is not possible to say with certainty whether these risks may materialise across these time horizons.
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Read more about our approach to climate-related risk assessment on page 63 |
Our priority climate-related risks and opportunities 1
Physical risks
(1) Extreme weather (referred to as acute):
Site damage and/or business interruption caused by extreme weather events, e.g. flooding and wildfire. Our network infrastructure assets are already being affected by extreme weather, although currently at a scale that can be managed to avoid major operational impact, asset impairment or cost. Longer term, in combination with geopolitical risks, extreme weather could disrupt supply chains, particularly those that depend on critical regions (such as China for electronic components) or locations (such as coastal ports).
Time horizon: Long term
(2) Rising average temperatures (referred to as chronic):
Business interruption associated with rising temperatures. We recognise that rising average temperatures could damage network equipment and other above-ground infrastructure or cause operational failure (particularly if located in exposed outdoor locations, e.g. radio towers), as well as cause disruption in our supply chain. It could also lead to increasing consumption of energy for cooling infrastructure, data centres and offices, which could increase operating costs. A higher frequency of hot days could be more pronounced in our African and southern European markets (such as Greece and Portugal).
Minimal impact over time horizon
Transition risks
(3) Energy costs:
Increased cost of energy, electricity, and carbon pricing. Increasingly volatile energy prices and overall higher energy costs, partially driven by carbon pricing and demand for renewable electricity certificates outstripping supply. This risk is particularly prevalent in markets with high dependency on fossil fuels (e.g. to operate diesel generators) and non-renewable energy. However, carbon pricing will also drive an increase in cost to procure carbon-intensive products and raw materials, as third parties upstream in the supply chain look to pass through higher costs.
Time horizon: Medium term
(4) Regulatory compliance costs:
Increased cost of compliance due to additional resource requirements. As governments introduce policies to support the climate transition, our regulatory corporate sustainability reporting and disclosure compliance costs are increased during periods of required implementation as they are transposed into law across our markets. These could also impact our product portfolio (such as energy use of fixed line or mobile devices), and operations (such as data centres).
Minimal impact over time horizon
(5) Expectations of business customers:
Risk of market share loss if lagging behind competitors in decarbonisation activities. We may be exposed to revenue loss if climate performance continues to be a differentiator during supplier selection by business customers, and Vodafone does not keep pace with the low-carbon products and services offered by competitors, or rising business customer expectations for adhering to climate-related requirements.
Time horizon: Long term
(6) Greenwashing risk:
Risk of reputational damage, loss of revenue, and legal costs due to misleading claims. We may be exposed to litigation and penalties associated with unintentionally making misleading claims about the environmental impact of Vodafone (at a corporate reporting or brand communications level) or its products and services (at a product marketing level) or by failing to substantiate claims, which could lead to reputational damage.
Time horizon: Short term
Transition opportunity
(7) Customer enablement:
Opportunity for revenue growth from the sale of connectivity and new technology solutions (IoT and digital platforms) for business customers from digital connectivity, which is essential for the decarbonisation of industry across all sectors of the economy. For example, smart digital solutions will enable our enterprise customers to improve operational efficiency, minimise waste and manage resources.
Time horizon: Inconclusive
Note:
| 1. |
As described in the Risk Management section of this report, these climate-related risks and opportunities have been prioritised based on their potential severity, likelihood and time horizon relative to the full range of climate-related risks and opportunities identified through our risk analyses. Their prioritisation does not indicate the significance of the risk or opportunity relative to other risk categories, nor does it indicate the significance of any impact on Vodafone’s financial position. We therefore refer to these as our ‘priority’, rather than ‘material’ risks. |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 63 | |||||
| Climate-related risk continued | ||||||||||
Our scenario analysis
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Scenarios |
Description | |
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1.5°C Paris-
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– Global decarbonisation trajectory and policies implemented in line with achieving 1.5°C pathway by 2100. |
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– Uses Representation Concentration Pathway (‘RCP’) 2.6 Economic constraints aligned to Shared Socioeconomic Pathway 2 (‘SSP2’).
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2°C scenario Paris upper limit scenario |
– Global decarbonisation trajectory to the upper limit of the Paris agreement. |
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– Assumes Nationally Determined Contributions (‘NDCs’) are successfully delivered up to 2030. Post-2030, cost-effective emissions reduction measures are implemented. |
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– Uses RCP 4.5 (averaged between RCP 2.6 and RCP 8.5). Economic constraints aligned to SSP2.
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4°C business-as- usual scenario |
– Emissions continue to increase in line with current business-as-usual pathway, with no further climate policy intervention. |
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– Uses RCP 8.5. Economic constraints aligned to SSP2.
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Physical scenarios | Link to business-planning horizons | ||
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Short term |
0 to 3 years (to 2028) |
Aligns with our enterprise risk management framework and long-range business-planning cycle.
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Medium term |
3 to 5 years (to 2030) |
Aligned with timeframes used for internal planning purposes.
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Long term |
5 to 25 years (to 2050) |
Aligned with planning horizons for long-lived infrastructure assets, in line with global targets for reaching net zero.
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Description | Our scenario analysis approach | ||
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Physical risks |
Risks related to the physical impacts of climate change, both event driven (acute) and longer-term (chronic) shifts in climate patterns, and which may have financial implications for companies.
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Quantitative scenario analysis of physical risks to Vodafone infrastructure assets by region (2025). | ||
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Transition risks |
Growing external pressures to transition to a lower-carbon economy result in changes to the regulatory or market environment, in ways that could negatively impact company costs, revenue or market share.
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Quantitative scenario analysis of transition risks at a global level (2025). | ||
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Opportunities |
A shifting business landscape in a net zero world opens new market and investment opportunities.
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High-level qualitative scenario analysis only (2024). | ||
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Our exposure to risks and opportunities across a range of scenarios
Our FY25 quantitative scenario analysis examines our climate risks and opportunities against three temperature pathways: 1.5°C (Paris-aligned), 2°C (Paris upper limit-aligned) and 4°C (business-as-usual).
Across the scenarios, our latest climate-related risk analysis indicates that Vodafone’s physical risk exposure may be relatively limited at a regional level across short- and medium-term time horizons, with the greatest potential exposure from coastal inundation and riverine flooding across the long-term time horizon in the 4°C scenario. At a group-level, in the 1.5°C and 2°C scenarios, some transition risks (in relation to energy costs, expectations of business customers and greenwashing risk) have the potential to be significant without existing or further mitigation.
Our latest risk analysis (including assessment of our current and planned mitigation activities) has identified one climate-related risk associated with greenwashing that has the potential to result in a financial impact to Vodafone in the short term. We have treated the analysis outcome with caution due to uncertainties in the risk modelling parameters, the constant developments in greenwashing legislation, the subjective nature of potential legal action and challenges in assessing likelihood. We have taken a conservative approach by assessing ‘greenwashing’ as having a potential material impact in the short term. We will continue to monitor the upcoming regulatory and policy environment as new information becomes available.
Our assessment identifies the risks associated with energy costs and business customer expectation could be financially material across the medium-term and long-term time horizons, respectively.
1.5°C Paris-aligned scenario
In the 1.5°C scenario, our exposure to physical climate risks is limited across the short-, medium-, and long-term time horizons. The global implementation of policies to achieve this pathway could result in higher exposure to energy costs and carbon pricing in the medium term, especially in Africa where our dependency on fossil fuels is currently greatest. In this scenario, the expectations of our business customers to decarbonise are highest. Failure to meet these expectations could put revenue at risk. Within this year’s assessment, we may see an elevated risk of penalties for ‘greenwashing’ as regulatory frameworks become more stringent, and consumers and other stakeholders demand greater transparency and substantiation of environmental claims. There may be market growth opportunities in this scenario as customers seek internet-enabled technology solutions to help adapt to physical changes in the climate.
2°C scenario Paris upper limit scenario
Exposure to both physical and transition risk is considered to be an average of that experienced in the 1.5°C and 4°C scenarios. Physical risk is considered limited across the short-, medium-, and long-term time horizons. Vodafone faces limited exposure to transition risk in relation to energy and carbon costs in the short- and medium-term time horizons and a limited exposure to business customer expectation risk across all time horizons. Transition risk related to ‘greenwashing’ is similar to that assessed for the 1.5°C scenario.
4°C business-as-usual scenario
In the 4°C scenario, in the short and medium term, exposure to physical risk remains limited. In the long term (beyond 2040), in absence of any further measures being implemented to build climate resilience, Vodafone could potentially experience higher levels of site damage from climate hazards, particularly coastal inundation and riverine flooding. Since there is no change to business-as-usual, this scenario results in no exposure to any transition risk.
| 64 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Climate-related risk continued | ||||||||||
Building climate resilience into our business strategy
As a fixed and mobile network operator, we have a large number of assets and infrastructure spread over a wide geographical area in all of the markets in which we operate. This means that our business is exposed to climate change impacts and transition risks across Europe and Africa.
However, our analysis indicates that Vodafone’s underlying business model is relatively resilient to climate-related risk. Vodafone’s physical risk exposure is not expected to result in significant business interruption, cost or asset impairment, with a relatively limited range of impacts expected across the range of scenarios analysed, particularly in Europe. This is partly due to the level of resilience that is already built into our network infrastructure and because the majority of our assets (such as radio equipment) are relatively short-lived, with opportunity to adapt our network as part of our routine end-of-life equipment replacement programme. However, more widespread operational disruption (within both our own operations and in our value chain) due to extreme weather events and extreme heat can be expected over the medium- to long-term in the no policy action scenario, particularly in Africa.
Our CTP incorporates the management actions required to build resilience into our business in response to Vodafone’s priority climate-related risks and opportunities. Our latest analyses, outlined in this report, have informed the CTP activities that have been integrated into our long-range business and financial planning cycle. Governance and accountability have been put in place to monitor and manage the implementation of the CTP.
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Click to read our Climate Transition Plan: vodafone.com/ctp |
Resilience to physical risks
With regard to physical risk (which our scenario analysis indicates is relatively limited), Vodafone has insurance arrangements in place to cover loss or damage to assets from a range of natural disasters and weather-related events such as flooding, fires and storms (although these policies do not specifically refer to these as climate-related events). In recent years, we note that insurance claims have been made to cover damage to infrastructure. For example, in relation to flooding in Germany and storms in Italy and UK, these claims relate mostly to damage to our mobile access base station network, rather than our higher-value assets, such as data or technology centres, and are not considered to be financially material at this stage. Based on our analyses to date, we have not identified any material financial risks relating to the cost or availability of insurance as a result of climate change.
Protecting our infrastructure assets from being damaged or disrupted by climate-related weather events is central to the climate resilience of our business and network services. Mitigation measures are built into the key stages of each asset’s lifecycle, from acquisition to maintenance, and cover climate adaptation as well as damage response. During the acquisition of assets, including buildings and network equipment, we have policies and guidance in place to incorporate the assessment of environmental risks. Our internal technology resilience policy requires each critical asset to conduct a physical risk assessment annually, which includes evaluating environmental risks. Our business continuity procedures are implemented to minimise service disruption or operation downtime and limit revenue loss and damage to brand trust, such as re-routing traffic through alternative base stations in case an asset is damaged. We also have reactive measures in place
related to asset maintenance, such as processes and teams dedicated to disaster recovery. Lastly, we have insurance policies designed to transfer any significant financial impact of physical risks, which cover claims on asset and contents loss and damage.
Building resilience into our operations and network infrastructure is a well-established part of our business-as-usual process, irrespective of whether climate change has been explicitly named as a primary risk driver. We intend to continue to build resilience to the physical risks of climate change and will continue to integrate any additional high-priority climate adaptation actions beyond our current planning, procurement, network resilience and business continuity practices into our business plans over the coming years.
Resilience to transition risks
Achieving decarbonisation in line with our published CTP will enable us to reduce our exposure to transition risks related to energy costs and the expectations of business customers, in both a 2°C and 1.5°C scenario.
Our analysis indicates that Vodafone has several existing and planned measures in place to manage transition risks faced by our business in the 2°C and 1.5°C scenarios. These include the strategic implementation of our CTP, programmes in preparation for compliance with forthcoming climate-related regulations and existing governance activities related to greenwashing, as well as other policies, procedures, and monitoring activities. The implementation of our risk management activities aims to manage and reduce the impact of the transition risks associated with climate change across all scenarios.
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Read more about our Protect the Planet goals and strategy on pages 34 to 38 |
Realising opportunities
In both the 2°C and 1.5°C scenarios, there is a potential commercial growth opportunity from the sale of digital solutions or connectivity services that could help our customers to decarbonise their businesses. Digital connectivity can help to tackle environmental challenges by enabling technology solutions to support the clean energy transition and drive energy and resource efficiency across all sectors of the economy, from energy to transport, agriculture, buildings and manufacturing.
The 4°C scenario also presents growth opportunities from the sale of digital solutions and connectivity services that could help our customers adapt to more extreme physical changes in the climate.
However, due to data unavailability and a high degree of uncertainty in the extent to which the adoption of digital technology would be accelerated because of climate-related trends, our quantitative scenario analysis did not reach a definitive conclusion on the financial value of this opportunity.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 65 | |||||
| Climate-related risk continued | ||||||||||
Risk management
The management of climate-related risks follows the process defined by our Group risk management framework, which is defined centrally and implemented in each of our markets. At an operational level, the Group Head of Risk and Head of Sustainable Business jointly coordinate the annual programme to identify and assess climate-related risk. Our approach to climate-related risk assessment is outlined below.
(1) Identify
To identify potential climate-related risks and opportunities, we review the relevant sources of information such as media articles, publications, industry peer disclosures and industry white papers, in addition to reviewing our previous analyses. We engage with relevant internal and external experts to gather views on the evolving nature of climate-related risks for the telecommunications sector and examples of any climate change impacts that might already be materialising. Through our qualitative analysis concluded in 2024, we identified seven climate-related physical and transition risks and opportunities that we have prioritised for our quantitative risk assessment and climate scenario analysis this year.
(2) Measure
Our climate-related risk assessment uses quantitative scenario analysis to assess the likelihood and impact severity across our full suite of physical and transition risks across our global footprint.
The severity of an impact is considered relative to the extent of potential financial impact through business drivers as well as damage to brand and corporate reputation. This year, we developed a quantitative model to deepen our understanding of the potential financial risk exposure over different time-horizons and temperature pathways. This risk model incorporates Vodafone’s greenhouse gas (‘GHG’) emissions data alongside economic forecasting and modelling, including sector growth, carbon price, energy mix and sector decarbonisation rates. It models the materialisation of potential costs, loss of revenue, asset impairment and business interruption in relation to each risk. This assessment provides us with a potential inherent risk faced by our business.
In assessing the likelihood of an impact, we consider the potential probability that it will materialise based on current trends, forecasts and projections, levels of uncertainty as well as current or planned mitigations that we have in place. This assessment provides us with a view of the residual risk exposure to climate change. Our FY25 scenario analysis process and outcomes are detailed under the strategy section of this report.
Our latest scenario analysis consolidates previous qualitative and quantitative analysis performed on our physical assets, combining into one place the assessments conducted regionally across Europe and Africa. We intend to review our scenario analysis annually to reflect the most up-to-date data and climate-related information and the results of our annual assessment will inform how we prioritise and manage the risks identified.
|
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Read more about our definitions for scenarios and time horizons on page 63 |
(3) Manage
As part of our Group risk management framework, climate change is discussed and prioritised, relative to other risks, during the principal risk assessment process. For FY25, climate-related risk continues to be managed as a sub-risk of ESG risk because climate change is a key element of ESG and is managed holistically. In addition, this aligns with our internal governance structures for ESG, which encompasses all aspects of our Protecting the Planet and wider purpose strategy. ESG risk is considered to be a watchlist risk, partly due to the time horizon of climate-related risk being mostly outside the immediate three-year business planning cycle.
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Read more about our ESG governance arrangements on page 31 |
We will continue to monitor ESG risk as this agenda continues to evolve in the coming years. In addition, due to the nature of the priority climate-related risks to our business and strategy, many elements are already captured in existing principal risks, such as extreme weather events leading to technology failure, adverse policy environment resulting in increased costs or increased energy costs arising due to adverse changes in macroeconomic conditions. This approach enables us to capture a more holistic picture of climate-related risks, both in the short term and long term.
As required by our Group risk management framework, once a risk is identified and assessed, a risk owner is responsible for developing and implementing the mitigating actions and controls. As such, we continue to incorporate the key mitigating actions for our highest priority climate-related risks and opportunities into our CTP and assign accountability to leaders in relevant business functions for risk management and monitoring.
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Click to read our Climate Transition Plan: vodafone.com/ctp |
(4) Assure and monitor
We use a three lines model to manage risks, as detailed in the Group risk management framework. Relevant assurance providers, such as control owners in the first and second line, are responsible for reviewing the policies, procedures and other relevant information to check whether the controls are effective and update them as necessary.
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Read more about our Group risk management framework on pages 55–60 |
(5) Report
As described in the Governance section of this report, the reporting of our climate-related risks is integrated into our Group risk management framework and processes, which are overseen by the ARC. The Group risk team reports Vodafone’s principal risks, watchlist risks and emerging risks to the ExCo and the Board, including any material climate-related risks that are identified through risk analyses. During the year, if climate-related risks are identified at operational level, they are reported to the local risk and compliance committee within each market and escalated to the Group RCC if required.
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Read more about our climate governance arrangements on pages 61–62 |
We publish an annual, external disclosure on Vodafone Group’s climate-related risks and opportunities, as enclosed within this report. In addition, Vodacom Group publishes a standalone report, which also discloses details of our climate-related risk and opportunity assessment for our markets in Africa.
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Click to read Vodacom Group’s latest TCFD report: vodacom.com/reporting-centre.php |
| 66 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Climate-related risk continued | ||||||||||
Metrics and targets
Following completion of our quantitative scenario analysis of our full suite of priority climate-related risks and opportunities, we are now able to estimate and monitor the financial value associated with both our physical and transition climate-related risks. This enables us to deepen our understanding of our exposure to the financial risks from climate change, using scenario analysis as a tool for risk management, planning and decision making.
We have set targets to reduce GHG emissions from both our own operations and across our full value chain. In FY24, we set region-specific net zero targets for our operational emissions (Scope 1 and 2) in recognition that the transition pathway and challenges are fundamentally different in Europe and Africa. Although our transition pathways differ by region, we maintain our overall Science Based Targets initiative (‘SBTi’)-approved near-term science-based target 1 to reduce the emissions from our own operations (Scope 1 and 2) by at least 90% by 2030 across our global business, against a FY20 baseline.
Note:
| 1. |
Targets set for achievement within 5–10 years, in line with methodologies defined by the Science Based Targets initiative. |
The Protecting the Planet section of our Annual Report, together with our ESG Addendum and Methodology document, details our approach to measuring and reducing GHG emissions. We measure and report our Scope 1, 2 and 3 emissions (including all 15 categories of Scope 3).
We also have metrics in place to measure energy use; one of the key underlying factors in our exposure to climate-related transition risk. This year, we defined and put in place additional metrics to monitor our progress in delivering our CTP. For example, we began measuring the proportion of our energy that is contracted from power purchase agreements, which can help to mitigate our exposure to rising energy and carbon costs by providing greater long-term price certainty.
We report annually on the carbon emissions avoided using our digital solutions, which relates to our customer enablement opportunity, as included within our ESG Addendum.
|
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Read more about our climate metrics and targets in the Protecting the Planet section on pages 34 to 38 | |
|
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Click to read our ESG Methodology document: investors. vodafone.com/esgmethodology | |
Climate-related considerations are factored into our executive remuneration, by way of an annual emission reduction target. This is linked to our near-term science-based target to reduce the emissions from our own operations (Scope 1 and 2) by at least 90% by 2030 across our global business, against a FY20 baseline. 5% of the executive long-term incentive plan is linked to this climate metric.
We continue to progress with establishing metrics and targets for all parts of our CTP, including progress measures for initiatives relating to our full suite of climate-related physical and transition risks. Our CTP also outlines the areas of uncertainty, dependency on key external factors and risks to the delivery of our targets.
Although we are not yet disclosing metrics and performance against targets for our full suite of climate-related risks, this year we have embarked on establishing definitions for new metrics identified and have begun to develop data collection processes and controls, which will support data quality in any future disclosure of metrics and associated targets.
|
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Read more about how ESG is incorporated into our Remuneration Policy on page 105 | |
|
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Click to read more about our ESG Addendum, including how we measure carbon enablement: investors.vodafone.com/esgaddendum | |
|
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Read more about our approach to enablement on our website: vodafone.com/enablement | |
|
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Click to read our Climate Transition Plan: vodafone.com/ctp | |
Climate-related risk metrics
| Climate-related risk metrics | 2025 | 2024 | 2023 | |||||||||
| Total Scope 1 and Scope 2 emissions (market-based) (million tonnes CO 2 e) | 0.27 | 0.69 | 0.92 | |||||||||
| Scope 3 emissions (million tonnes CO 2 e) 1 | 6.61 | 7.17 | 8.21 | |||||||||
| Energy use (gigawatt hours) | 5,453 | 5,271 | 5,107 | |||||||||
Notes:
| 1. |
Data for 2024 and 2023 has been restated to reflect changes to our methodology for calculating Scope 3 emissions, see our ESG Addendum and Methodology document for more information: investors.vodafone.com/esgmethodology. |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 67 | |||||
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Governance at a glance
Leadership, governance and engagement
|
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The Board continues to champion best practice for independence
Note: As at 31 March 2025.
|
Compliance with the 2018 UK Corporate Governance Code (the ‘Code’)
In respect of the year ended 31 March 2025, Vodafone Group Plc was subject to the Code (available from www.frc.org.uk). The Board is pleased to confirm that Vodafone applied the principles and complied with all the provisions of the Code throughout the year. Further information on compliance with the Code can be found as follows:
| Board leadership and Company purpose | Read more | |||
| Long-term value and sustainability |
|
pages 30–54, 59 | ||
| Culture |
|
pages 14–18, 42, 78 | ||
| Board activities and decisions |
|
pages 79–81 | ||
| Shareholder engagement |
|
pages 11–13, 69, 81 | ||
| Other stakeholder engagement |
|
pages 11–13, 69, 78, 81 | ||
| Conflicts of interest |
|
page 84 | ||
| Role of the Chair |
|
page 72 | ||
| Division of responsibilities | Read more | |||
| Non-Executive Directors |
|
pages 72–76 | ||
| Independence |
|
pages 67, 84 | ||
| Composition, succession and evaluation | Read more | |||
| Appointments and succession planning |
|
pages 73–74, 83, 84 | ||
| Skills, experience and knowledge |
|
pages 67, 69, 73–76 | ||
| Length of service |
|
pages 67, 73–76 | ||
| Evaluation |
|
pages 69–71, 82 | ||
| Diversity |
|
pages 14–16, 67, 69, 81, 85 | ||
| Remuneration | Read more | |||
| Policies and practices |
|
pages 94–112 | ||
| Alignment with purpose, values and long-term strategy |
|
pages 94–112 | ||
| Independent judgement and discretion |
|
pages 95, 107–108 | ||
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Disclosure Guidance and Transparency Rules We comply with the Corporate Governance Statement requirements pursuant to the FCA’s Disclosure Guidance and Transparency Rules by virtue of the information included in this ‘Governance’ section of the Annual Report together with information contained in the ‘Shareholder information’ section on pages 223 to 226 .
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| 68 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Chair’s governance statement
Effective corporate governance is integral to the successful
execution of Vodafone’s strategy and long-term success
Dear shareholders,
On behalf of the Board, I am pleased to present the Corporate Governance Report for the year ended 31 March 2025.
This report provides details about the Board and an explanation of our individual roles and responsibilities. It also provides an insight into the activities of the Board and Committees over the year and how we seek to ensure the highest standards of corporate governance remain embedded throughout the Company, underpinning and supporting our business and the decisions we make.
The year in review
This year, we have continued to progress and implement the strategic transformation plans focused on three priorities: Customers, Simplicity and Growth. Vodafone has seen a lot of transactional activity in the last two years to right-size our portfolio, and I would like to give great thanks to my fellow Directors, the executive team, and the people of Vodafone for their spirit, ambition and hard work. I’m confident that the completion of the last step in our portfolio transformation will help us to move forward with our roadmap and achieve our vision of becoming a new generation connectivity and digital services provider for Europe and Africa.
Strategic activity
Throughout the financial year, strategic activity remained a key focus for Vodafone. On 31 May 2024, we announced that the sale of Vodafone Spain to Zegona had completed for € 4,069 million in cash (subject to closing accounts adjustments) and up to € 900 million of non-cash consideration in the form of redeemable preference shares. Following which, our new capital allocation framework was approved and a share buyback programme commenced to return up to € 2 billion to shareholders.
This year we also announced our expanded partnership with Google, which will bring new services, devices and TV experiences to millions of our customers across Europe and Africa, supported by Google Cloud and Google’s Gemini models.
In October 2024, in accordance with the strategic partnership agreement, Accenture invested into our shared operations business, which will accelerate growth, enhance customer services and drive significant efficiencies for Vodafone and our partner markets.
In December 2024, following constructive engagement between the parties, we announced that the UK Competition and Markets Authority had approved the proposed combination of our UK telecommunication business with Hutchison Group Telecom Holdings Limited. The merger of Vodafone Limited and Hutchinson 3G UK Limited completed on 31 May 2025. The merger is great for customers, great for the country and great for competition.
On 31 December 2024, we were pleased to announce the completion of the sale of Vodafone Italy to Swisscom AG for € 7.9 billion in cash. The transaction was the final key step to reshaping our European footprint and allows us to focus on growing markets, with strong positions and local scale. The sale will create significant value for Vodafone and ensures the business maintains its leading position in Italy, which has been built through the dedicated commitment of our colleagues to serving our customers over many years.
The completion of these transactions puts us in a stronger position to grow in all markets in line with our vision.
The Board has kept the performance in Vodafone Germany under review throughout the year and monitored progress against the turnaround plan.
Deep-dive reviews of key operational functions and programmes in Vodafone Germany and between Germany and Group have also taken place, with the January Board and Committee meetings being held over a dedicated two day visit to Germany. The Board met with the leadership team and undertook an extensive review to gain a deeper level of insight into the status, challenges and progress of the turnaround plan. Whilst we anticipate the recovery to take time due to increasing competitive pressure and a worsening market environment, we are confident in the turnaround plan we have in place. We have seen the first clear signs of improvement which we expect to grow and build momentum in the coming fiscal years.
Culture and strategy
Our purpose ‘Everyone.Connected’ is at the core of our strategy and has guided actions at every level throughout the year. The Board understands the importance of culture and setting the tone of the organisation from the top and embedding it throughout the Group. We refer to our culture as the ‘Spirit of Vodafone’ and it is a key component of the organisational transformation we are driving, to deliver our strategy and establish a customer-first culture. We recognise the significance of an inclusive environment where everyone has the opportunity to thrive and belong. A more motivated and productive workforce is integral to delivering our three strategic priorities: Customers, Simplicity and Growth. The Board receives regular updates from management and our workforce engagement leads on employee engagement and the ‘Spirit of Vodafone’, which enables it to make informed decisions where appropriate.
Board composition
We announced on 7 May 2025 that Luka Mucic would step down as Group Chief Financial Officer and as a Director of the Company, no later than
early 2026 to pursue an external opportunity in Germany. A rigorous search is being conducted to find a suitable successor.
The Board, together with the Nominations and Governance Committee, has continued to monitor the composition and skills of the Board with a focus on succession planning for our Non-Executive Directors as several scheduled retirements are anticipated over the next few years.
I am delighted that following a thorough search process, Simon Dingemans joined the Board on 1 January 2025 as a Non-Executive Director, and a member of the Audit and Risk Committee with effect from the same date. Simon is a highly regarded business leader with extensive financial, operational and strategic experience, and will be an excellent addition to the Board, and Audit and Risk Committee. Following Simon’s appointment earlier this year, a full induction programme is underway, including meetings with executives leading our businesses and functions. Simon will stand for election at the 2025 Annual General Meeting (‘AGM’).
We announced on 2 April 2025 that Anne-Françoise Nesmes will be appointed as a Non-Executive Director and join the Audit and Risk and ESG Committees with effect from the conclusion of the 2025 AGM, subject to shareholder approval. Anne-Françoise is highly experienced, commercially orientated and brings a wealth of financial expertise from several international organisations. She has a strong focus on strategy, IT, regulation and shared services and I am delighted to welcome her to the Board. Further details on Anne-Françoise’s induction programme will be reported in next year’s annual report.
Following completion of nine years’ service, David Nish will not be seeking re-election at the 2025 AGM and will be retiring as a Board member, Senior
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 69 | |||||
| Chair’s governance statement continued | ||||||||||
Independent Director and Chair of the Audit and Risk Committee with effect from the conclusion of the meeting. I would like to take the opportunity to thank David Nish for his outstanding service to the Company.
In light of these composition changes and following a review of committee memberships, I am pleased to report a number of changes that will come into effect from the conclusion of the 2025 AGM. Simon Segars, Non-Executive Director, will be appointed Senior Independent Director and will also join the Nominations and Governance Committee. Simon Dingemans, Non-Executive Director, will be appointed as Chair of the Audit and Risk Committee and member of the Remuneration Committee. Michel Demaré, Non-Executive Director will cease to be a member of the Nominations and Governance Committee. Christine Ramon, Non-Executive Director will cease to be a member of the ESG Committee and will join the Remuneration Committee. Delphine Ernotte Cunci, Non-Executive Director will cease to be a member of the Remuneration Committee and will join the Nominations and Governance Committee.
Executive Committee
There have also been changes to the Executive Committee during the year. Marika Auramo was appointed CEO Vodafone Business on 1 July 2024 and joined the Group Executive Committee with effect from the same date. Aldo Bisio stepped down as CEO Vodafone Italy and Group Executive Committee Member on 15 November 2024 to pursue an external opportunity. Guillaume Boutin was appointed as CEO Vodafone Investments & Strategy and joined the Group Executive Committee in May 2025. Serpil Timuray will be leaving Vodafone at the end of June 2025 to pursue external opportunities. We thank Serpil for her commitment and significant contribution to Vodafone over the last 15 years.
Diversity
We remain committed to having a Board that is diverse in all respects. With support from the Nominations and Governance Committee, we continue to monitor requirements and best practices and are proud to have a female in position as Group Chief Executive. Whilst we do not currently meet the gender targets requiring Boards to comprise of at least 40% women as at 3 June 2025, the percentage is temporary and a result of ensuring appropriate succession planning and the handover of responsibilities. We anticipate this increasing to 46% on 29 July 2025 following the conclusion of the AGM whereby David Nish will step down as a Board member, following nine years’ service, and subject to shareholder approval, Anne-Françoise Nesmes will be appointed as a Non-Executive Director.
We exceed the Parker Review target to have at least one Director from a minority ethnic group. As at 31 March 2025, 23% of our global senior leadership team are from ethnically diverse backgrounds and we continue to strive towards the target for 25% by 2030.
We strongly believe that these diversity targets are not just an end goal, but a continuous journey, as we endeavour to increase diversity on our Board, in all its forms.
Skills
The recent changes in composition have strengthened the Board dynamic and provided valuable technology and telecoms expertise and demonstrated that diversity, skills and knowledge are effectively regarded when composition is considered. The appointment of Simon Dingemans on 1 January 2025 and the anticipated appointment of Anne-Françoise Nesmes, will continue to strengthen the Board’s expertise in finance, operations and strategy to achieve our priorities and deliver long-term value to shareholders. The Board and I believe our composition, with highly relevant sector expertise, makes us well placed to advise and provide management oversight.
Evaluation
This year, the Board undertook an external evaluation led by Manchester Square Partners, an independent advisory firm. Manchester Square Partners developed a framework outlining suggested areas for discussion covering numerous areas. The review process was undertaken from September 2024 to January 2025 and the one-on-one meetings with Directors took an informal conversational approach. The findings were collated and presented to the Nominations and Governance Committee and the Board at their January 2025 meetings. I am delighted to report that there was a clear consensus that the Board is very effective in working together as a cohesive unit and continues to improve following actions identified in previous years. A number of strengths were identified as well as key areas for focus during the year ahead, further detail of which can be found later in this report.
Stakeholder engagement
The Board is committed to understanding the views of all Vodafone stakeholders to guide our decision-making process. We acknowledge that Vodafone’s success relies on the Board making decisions that benefit our shareholders while considering the interests of all stakeholders.
Throughout the year, I have met with institutional shareholders both virtually and in person. In March 2025, I had individual meetings with a number of the Company’s largest shareholders and engaged on topics such as Board composition and shape of the Group. Further resources were made available to individual shareholders during the year, such as online presentations hosted by Investor Meets Company. I have also met senior political leaders, including as the Chair of the European Round Table for Industry. This has involved presidents and prime ministers across Europe and at supranational organisations such as the European Commission, the European Council and the European Parliament.
This year we have continued with our chosen workforce engagement approach, with Delphine Ernotte Cunci and Christine Ramon acting as Workforce Engagement Leads. They have gathered the views of employees through employee consultative committees across our European and African markets. Key discussion topics included changes to our commercial portfolio; M&A activities; GenAI developments; people engagement; and, hybrid working.
The 2024 Annual General Meeting (‘AGM’) was held at Vodafone UK’s headquarters in Newbury, Berkshire and was available to watch live via a webcast for those shareholders who were unable to attend in person. Shareholders were able to pre-submit questions or, if attending in person, ask questions on the day, for consideration by the Directors at the meeting. We intend to hold the 2025 AGM in the same format.
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Click to read more about the AGM: vodafone.com/agm |
The year ahead
A key focus for the Board and me will be the appointment of a new Group Chief Financial Officer and supporting that individual as they step into the role.
The Board will continue to strive for sustainable value creation and will monitor the Company’s progress in executing Vodafone’s strategy, focusing on Customers, Simplicity and Growth. The Board will keep under review the Group’s strategy, adapting it to anticipate or respond to opportunities and risks in the markets in which we operate. Progress against our turnaround plan for Vodafone Germany will also remain a key focus.
We continue to champion best practice and we look forward to providing an update on compliance with the provisions in force under the 2024 UK Corporate Governance Code next year.
Thank you for your continued support.
Jean-François van Boxmeer
Chair of the Board
| 70 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
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Governance
Our governance structure
Our governance structure facilitates effective decision-making and supports the successful delivery of our strategy.
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The Board
The Board comprises the Chair, Senior Independent Director, Non-Executive Directors, the Group Chief Executive and the Group Chief Financial Officer. Our Non-Executive Directors bring independent judgement, and wide and varied commercial, financial and industry experience to the Board and Committees.
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A summary of each role can be found on page 71 | |
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Biographies of Board members can be found on pages
73–76 |
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Board meetings are structured to allow open discussions. At each meeting, the Directors are made aware of the key discussions and decisions of the principal Committees by the respective Committee Chairs. Minutes of Board and Committee meetings are circulated to all Directors after each meeting.
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Read more about the Board’s activities during the year on pages 79–81 |
The Board is collectively responsible for ensuring leadership through effective oversight and review. It sets the strategic direction with the goal of delivering sustainable stakeholder value over the longer term and has oversight of cultural and ethics programmes. The Board’s responsibility includes delivery of strategy and business performance.
The Board also retains responsibility for the Group’s operations and the effectiveness of systems of internal control and risk management, including climate-related risks and opportunities, accounting and compliance (including determining the appropriate level of risk exposure, management and mitigation for
the Group). It is also responsible for matters relating to finance, audit, reputation, listed company management, corporate governance, remuneration and effective succession planning, much of which is overseen through its principal Committees.
The Executive Committee
The Executive Committee comprises Margherita Della Valle, the Group Chief Executive, and Luka Mucic, Group Chief Financial Officer, together with a number of senior executives responsible for global commercial operations, human resources, technology, external affairs and legal matters. Committee members also include the Executive Chairman Vodafone Germany and CEO European Markets, CEO Vodafone Investments & Strategy, CEO Vodacom Group, Group Chief Network Officer and CEO of Vodafone Business.
Led by the Group Chief Executive, the Executive Committee and other management committees are responsible for making day-to-day management and operational decisions, including implementing strategic objectives and empowering competitive business performance in line with established risk management frameworks, compliance policies, internal control systems and reporting requirements.
Details of the Executive Committee members and their range of experience, skills and expertise can be found on page 77 . Some members also hold external non-executive directorships, giving them valuable board experience.
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Biographies of the Executive Committee can be found on page 77 |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 71 | |||||
| Governance continued | ||||||||||
| Board Committee roles | ||||
|
Committee |
Role and focus | |||
|
Audit and Risk Committee |
– | Reviews the adequacy of the Group’s system of internal control, including the risk management framework and related compliance activities. | ||
| – | Monitors the integrity of financial statements, reviews significant financial reporting judgements, and advises the Board on fair, balanced and understandable reporting and the long-term viability statement. | |||
| – | The Committee also has joint responsibility, with the ESG Committee, for reviewing the appropriateness and adequacy of ESG disclosures provided within the Annual Report and the ESG Addendum, including the approval of their content. | |||
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Read more on pages 86 – 91 | |||
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Nominations and Governance Committee |
– | Evaluates Board composition and ensures Board diversity and a balance of skills, as well as experience in ESG matters. | ||
| – | Reviews Board and Executive Committee succession plans to maintain continuity of skilled resources. | |||
| – | Oversees matters relating to corporate governance. | |||
|
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Read more on pages 83 – 85 | |||
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Remuneration Committee |
– | Sets, reviews and recommends the policy on remuneration of the Chair, executives and senior management team. | ||
| – | Monitors the implementation of the Remuneration Policy. | |||
| – | Oversees general pay practices across the Group. | |||
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Read more on pages 94 – 112 | |||
|
ESG Committee |
– | Oversees the ESG programme and monitors the purpose agenda in relation to empowering people, protecting our planet and ensuring that Vodafone acts with integrity. | ||
| – | Monitors progress against key performance indicators and external ESG index results. | |||
| – | Oversees progress on ESG commitments and targets. | |||
| – | The Committee also has joint responsibility, with the Audit and Risk Committee, for reviewing the appropriateness and adequacy of ESG disclosures provided within the Annual Report and ESG Addendum, including the approval of their content. | |||
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Read more on page 93 | |||
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Technology Committee |
– | Supports the Board with fulfilling its oversight of the Company, specifically how technology underpins Company strategy, including assessing risks and exploring innovations for future growth. | ||
| – | Monitors technology development, innovation, risks, disruptors and mitigations. | |||
| – | Reviews technology supply chains, partnerships and external relationships. | |||
|
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Read more on page 92 | |||
| Management Committee roles | ||||
|
Committee |
Role and focus | |||
|
Risk & Compliance Committee |
– |
Assists the Executive Committee in fulfilling its accountabilities with regard to risk management and policy compliance. The Committee reviews risk assessments and management processes, conducts deep-dives as necessary and maintains an overview of risk management and compliance to report to the Audit and Risk Committee.
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||
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ESG and Reputation Steering Committee
|
– | Assists the Executive Committee with the effective coordination of ESG and purpose activities and advises on reputational risks and policy matters. | ||
|
AI Governance Board |
– |
Oversees the Generative AI transformation and strategic vision, and identifies and approves the key programmes and initiatives to deliver the strategy.
|
||
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Simplicity Board |
– |
Assists the Executive Committee in fulfilling its accountabilities with regard to simplicity programme activity decisions, with a specific focus on Group-wide, cross functional and multi-market initiatives.
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Capital Decision Board |
– |
Assists the Executive Committee in fulfilling its accountabilities with regard to capital allocation decisions, with a specific focus on Group-wide, cross functional and multi-market initiatives.
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Business Decision Board |
– |
Assists the Executive Committee in fulfilling its accountabilities with regard to business growth decisions, with specific focus on Group-wide, cross-functional and multi-market initiatives.
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||
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National Security Committee
|
– |
Oversees the capabilities to deliver on sensitive contracts where there are potential UK national security implications.
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||
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Entities Nominations Committee |
– |
Reviews the composition of material subsidiary boards and Vodafone representatives on joint venture and other investments and approves the appointment or nominations of Vodafone representatives to joint venture investments and other entities to ensure the appropriate mix and diversity of capabilities and talent.
|
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|
Disclosure Committee |
– |
Oversees the accuracy, timeliness and materiality of Group disclosures and approves controls and procedures in relation to the public disclosure of financial information.
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| 72 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Governance continued | ||||||||||
Division of responsibilities
Independent Non-Executive Directors
Chair
Jean-François van Boxmeer
| – |
Leads the Board, sets each meeting agenda and ensures the Board receives accurate, timely and clear information in order to monitor and challenge management, guiding them and the Board to take sound decisions; |
| – |
Promotes a culture of open debate between Executive and Non-Executive Directors and holds meetings with the Non-Executive Directors without the Executive Directors present; |
| – |
Regularly meets with the Group Chief Executive and other senior management to stay informed; |
| – |
Ensures effective communication with shareholders and other stakeholders; |
| – |
Promotes high standards of corporate governance and ensures Directors understand the views of the Company’s shareholders and other key stakeholders, and the section 172 Companies Act 2006 duties; |
| – |
Promotes and safeguards the interests and reputation of the Company; and |
| – |
Represents the Company to customers, suppliers, governments, shareholders, financial institutions, the media, the community and the public. |
Senior Independent Director
David Nish
(Until the conclusion of the AGM on 29 July 2025. Simon Segars will be appointed with effect from the same date)
| – |
Provides a sounding board for the Chair and acts as a trusted intermediary for the Directors as required; |
| – |
Meets with the Non-Executive Directors (without the Chair present) when necessary and at least once a year to appraise the Chair’s performance, and communicates the results to the Chair; and |
| – |
Together with the Nominations and Governance Committee, leads an orderly succession process for the Chair. |
Non-Executive Directors
| – |
Monitor and challenge the performance of management; |
| – |
Assist in development, approval and review of strategy; |
| – |
Review Group financial information and provide advice to management; |
| – |
Engage with stakeholders and provide insight as to their views, including in relation to the workforce and the culture of Vodafone; and |
| – |
As part of the Nominations and Governance Committee, review the succession plans for the Board and key members of senior management. |
Workforce Engagement Leads
Delphine Ernotte Cunci and Christine Ramon
| – |
Engage with the workforce in key regions where the Group operates, answer direct questions from workforce-elected representatives, and provide the Board with feedback on the content and outcome of those discussions. |
Executive Directors
Group Chief Executive
Margherita Della Valle
| – |
Provides leadership of the Company, including representing the Company to customers, suppliers, governments, shareholders, financial institutions, employees, the media, the community and the public, and enhances the Group’s reputation; |
| – |
Leads the Executive Directors and senior management team in running the Group’s business, including chairing the Executive Committee; |
| – |
Develops and implements Group objectives and strategy having regard to shareholders and other stakeholders; |
| – |
Recommends remuneration, terms of employment and succession planning for the senior executive team; |
| – |
Manages the Group’s risk profile and ensures appropriate internal controls are in place; |
| – |
Ensures compliance with legal, regulatory, corporate governance, social, ethical and environmental requirements and best practice; and |
| – |
Ensures there are effective processes for engaging with, communicating with, and listening to, employees and others working for the Company. |
Chief Financial Officer
Luka Mucic
| – |
Supports the Chief Executive in developing and implementing the Group strategy; |
| – |
Leads the global finance function and develops key finance talent; |
| – |
Ensures effective financial reporting, processes and controls are in place; |
| – |
Recommends the annual budget and long-term strategic and financial plan; |
| – |
Oversees Vodafone’s relationships with the investment community; and |
| – |
Leads on supply chain management, including Vodafone Procure & Connect. |
|
|
Click to read more about the Board’s role and responsibilities, matters reserved and the terms of reference for each Board Committee: vodafone.com/board | |
|
|
Read more about our Board Committees, together with details of their activities, on pages 82–96 | |
Company Secretary
Company Secretary
Maaike de Bie
| – |
Ensures the necessary information flows between the Board and Committees, and between senior management and Non-Executive Directors, in a timely manner; |
| – |
Supports the Chair in ensuring the Board functions efficiently and effectively, and assists the Chair with organising Director induction and training programmes; |
| – |
Provides advice and keeps the Board updated on all corporate governance developments; and |
| – |
Is a member of the Executive Committee. |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 73 | |||||
| Governance continued | ||||||||||
|
Our Board
Our business is led by our Board of Directors. Biographical details of the Directors as at 3 June 2025 are provided below. External appointments listed are only those required to be disclosed pursuant to UK Listing Rule 6.4. |
|
|
Read full biographies vodafone.com/board |
|
Jean-François van Boxmeer
|
||||
|
Chair – Independent on appointment |
||||
|
|
||||
Tenure: 4 years
Career and experience
Jean-François was the Chief Executive of Heineken for 15 years, having been with the company for 36 years. Jean-François held a number of senior roles in Africa and Europe before joining Heineken’s Executive Board in 2001 with worldwide responsibility for supply chain and technical services, as well as regional responsibility for the operating businesses in North-West Europe, Central and Eastern Europe and Sub-Saharan Africa.
Skills and attributes which support strategy and long-term success
| – |
Extensive international experience in driving growth through both business-to-business and business-to-consumer business models, both of which are integral components of the Company’s strategy and long-term success. |
| – |
Skilled communicator with a strong track record of developing stakeholder relations and overseeing governance in the context of a large global organisation, which, in his capacity as Chair of the Board, continues to be of great value to the Company. |
External appointments
| – |
Heineken Holding N.V., non-executive director |
|
Margherita Della Valle |
||||
|
Group Chief Executive – Executive Director |
||||
|
|
||||
Tenure: 2 years (as Group Chief Executive)
Career and experience
Margherita’s previous roles within Vodafone were Group Chief Financial Officer from 2018 to 2023, Deputy Chief Financial Officer from 2015 to 2018, Group Financial Controller, Chief Financial Officer for Vodafone’s European region and Chief Financial Officer for Vodafone Italy. After moving to a Group finance position in 2007, Margherita established several shared operations functions, which provide a portfolio of services spanning IT operations, customer care, supply chain management, human resources and finance operations to 28 partners in other markets.
Skills and attributes which support strategy and long-term success
| – |
Strong commercial and operational leadership with expert knowledge of the global telecommunications landscape after close to three decades of direct industry experience. |
| – |
Considerable corporate finance and accounting experience, translating into expert knowledge of capital allocation, operational efficiency and investment appraisal. |
External appointments
| – |
Reckitt Benckiser Group Plc, non-executive director and member of the audit committee |
| Committee key | ||||||
|
Audit and Risk Committee |
|
Technology Committee | |||
|
ESG Committee |
|
Committee Chair | |||
|
Nominations and Governance Committee |
|
Member | |||
|
Remuneration Committee | |||||
|
Luka Mucic |
||||
|
Group Chief Financial Officer – Executive |
||||
|
Director |
||||
Tenure: 1 year
Career and experience
Luka was the Chief Operating Officer of SAP SE from 2014 to 2017 and its Chief Financial Officer from 2014 until 31 March 2023. During these roles, he was responsible for SAP’s group-wide finance, legal, data protection, procurement, audit, risk management, security, IT, and process management functions. Luka began his career at SAP in 1996 and has held a series of management positions within the global finance and administration division.
Skills and attributes which support strategy and long-term success
| – |
Strong commercial and operational leadership with expert knowledge of the global finance landscape after gaining substantial direct industry experience. |
| – |
A background in finance, legal, audit, risk management and IT allow Luka to act as a balanced and highly knowledgeable sounding board in technical Board discussions. |
External appointments
| – |
Heidelberg Materials AG, supervisory board member and chair of the audit committee |
|
David Nish
|
||||
|
Non-Executive Director and Senior |
||||
|
Independent Director |
||||
Tenure: 9 years
Career and experience
David was Group Finance Director of Scottish Power Plc from 1999 to 2005 having joined the company as Deputy Finance Director in 1997. Additionally, he was the Chief Executive Officer of Standard Life Plc from January 2010 to September 2015 having joined the company as Group Finance Director in November 2006. Previous non-executive positions held by David include boards of HSBC Holdings Plc, London Stock Exchange Group Plc, Zurich Insurance Group Ltd, UK Green Investment Bank plc, Northern Foods Plc, Thus Plc, HDFC Life (India) and Royal Scottish National Orchestra.
Skills and attributes which support strategy and long-term success
| – |
Wide-ranging operational and strategic experience as a senior leader and a deep understanding of financial and capital markets. |
| – |
Significant finance experience, bringing strong direction as the Chair of the Audit and Risk Committee through a focus on the risk and control environment and Group resilience. |
External appointments
N/A
Upcoming Board and Committee Composition Changes
David Nish will not be seeking re-election at the 2025 Annual General meeting and will therefore retire from the Board at the conclusion of the meeting on 29 July 2025. The Company announced on 2 April 2025 that with effect from the conclusion of the 2025 AGM, Simon Segars will be appointed Senior Independent Director and member of the Nominations and Governance Committee. Simon Dingemans will be appointed as Chair of the Audit and Risk Committee and member of the Remuneration Committee. Michel Demaré will cease to be a member of the Nominations and Governance Committee. Christine Ramon will cease to be a member of the ESG Committee and become a member of the Remuneration Committee. Delphine Ernotte Cunci will cease to be a member of the Remuneration Committee and become a member of the Nominations and Governance Committee. Luka Mucic will step down as Group Chief Financial Officer and as a Director of the Company, no later than early 2026.
| 74 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
|
Governance continued
Our Board continued
|
||||||||||
|
|
Read full biographies vodafone.com/board |
|
Stephen A. Carter CBE |
|
|||
|
Non-Executive Director |
||||
|
|
||||
Tenure: 2 years
Career and experience
Since becoming Group CEO of Informa plc in 2013, Stephen has led Informa plc through a transformation into an international leader in B2B events, digital services and academic markets. Prior to Informa, Stephen was President and Managing Director at Alcatel-Lucent, and also served a term as the founding CEO of Ofcom. After Ofcom, Stephen served as Chief of Strategy to the UK’s Prime Minister, and then as a Minister of State for Communications, Technology & Broadcasting.
Skills and attributes which support strategy and long-term success
| – |
Track record of value creation, with specific experience in the telecoms and media sectors. |
| – |
Experience in public policy, government affairs and regulatory engagement, which is invaluable in relation to the highly regulated environment within which the Company operates. |
External appointments
| – |
Informa Plc, group chief executive |
| – |
Informa TechTarget Inc, non-executive director 1 |
Note:
| 1. |
Please note this external appointment is part of the Informa Group. |
|
Michel Demaré |
|
|||
|
Non-Executive Director |
||||
|
|
||||
Tenure: 7 years
Career and experience
Michel began his career at Continental Bank SA, Belgium, before spending 18 years with The Dow Chemical Company in several finance and strategy responsibilities in Benelux, France, the US and Switzerland. He was Chief Financial Officer Europe for Baxter International from 2002 to 2005, and Chief Financial Officer at ABB Group from 2005 to 2013. He also served as Interim CEO of ABB during 2008. He was independent vice-chairman at UBS Group from 2009 to 2019, and vice-chairman/ chairman of Syngenta AG from 2013 to 2017.
Skills and attributes which support strategy and long-term success
| – |
Proven multinational business leader with substantial international finance, strategy and M&A experience. |
| – |
Highly skilled in governance and corporate stewardship, which Michel brings both to the Board and to each of the Committees of the Company on which he sits. |
External appointments
| – |
AstraZeneca Plc, non-executive chair, chair of the nomination and governance committee and member of the remuneration committee |
| Committee key | ||||||
|
|
Audit and Risk Committee |
|
Technology Committee | |||
|
|
ESG Committee |
|
Committee Chair | |||
|
|
Nominations and Governance Committee |
|
Member | |||
|
|
Remuneration Committee | |||||
|
Simon Dingemans |
|
|||
|
Non-Executive Director |
||||
|
|
||||
Tenure: <1 year
Career and experience
From 2011 to 2019, Simon was Group Chief Financial Officer of GlaxoSmithKline plc. Prior to GSK, Simon worked in investment banking for over 25 years at SG Warburg and then Goldman Sachs, where he was a Partner for a decade advising a broad range of leading UK and European companies across a number of sectors. Simon previously served as Chairman of the Financial Reporting Council.
Skills and attributes which support strategy and long-term success
| – |
Proven history of delivering extensive transformation and restructuring efforts to improve organisational performance. |
| – |
Extensive financial, operational and strategic experience, which is a valuable addition to the Board to drive the execution of the Company’s strategy to achieve our commercial priorities and deliver long-term value to our shareholders. |
External appointments
| – |
WPP Plc, non-executive director and member of the audit committee |
|
Hatem Dowidar |
|
|||
|
Non-Executive Director |
||||
|
|
||||
Tenure: 1 year
Career and experience
Hatem brings over 30 years of experience in multinational companies and more than 25 years of these within the telecommunications industry across various leadership positions. Prior to joining e& Group in September 2015, Hatem held various leadership positions at Vodafone including Group Chief of Staff, Group Core Services Director, CEO of Vodafone Egypt and CEO of Partner Markets.
Skills and attributes which support strategy and long-term success
| – |
Highly skilled strategist and visionary, with experience leading several ground-breaking strategic programmes. |
| – |
Extensive corporate governance experience through representation as chair and board member on several corporate boards within and outside the telecommunications industry. |
External appointments
| – |
Etihad Etisalat Company (Mobily), non-executive director 1 |
| – |
Maroc Telecom, non-executive director 1 |
| – |
BlackRock Frontiers Investment Trust Plc, non-executive director |
Note:
| 1. |
Please note these external appointments are part of the e& Group. |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 75 | |||||
|
Governance continued
Our Board continued
|
||||||||||
|
|
Read full biographies vodafone.com/board |
|
Delphine Ernotte Cunci |
|
|||
|
Non-Executive Director and Workforce Engagement Lead |
||||
Tenure: 2 years
Career and experience
Since 2015, Delphine has been President of France Télévisions, the French national public television broadcaster. Delphine was appointed for a third consecutive five-year term in May 2025, the first time this has happened to an incumbent President. Prior to that, Delphine spent 26 years at Orange S.A., where she became Deputy CEO in 2010 and led the successful turnaround of Orange France.
Skills and attributes which support strategy and long-term success:
| – |
Considerable experience in the telecoms sector and, more recently, in media and technology, which enhances Board understanding of trends relevant to the Company’s operations and the wider European regulatory environment. |
| – |
Sound technical skills fostered by Delphine’s engineering background and distinguished career at Orange provide a firm grounding to the Board’s evaluation of specific opportunities within the telecoms and connectivity space. |
External appointments
N/A
|
Deborah Kerr |
|
|||
|
Non-Executive Director |
||||
|
|
||||
Tenure: 3 years
Career and experience
Deborah is Managing Director at Warburg Pincus, where she serves as Co-head of Value Creation. Deborah has previously held senior executive roles and non-executive appointments across a range of sectors, including senior executive roles at Sabre, Fair Isaac Corp, and Hewlett-Packard Company, where she was Chief Technology Officer for HP’s Enterprise Services operations. Deborah has also held non-executive roles at International Airline Group, the airline conglomerate, DH Corporation, a global fintech solutions and service provider, and Mitchell International Inc. a privately owned global technology business.
Skills and attributes which support strategy and long-term success
| – |
A wealth of technological expertise, including an understanding of complex digital transformations, which continues to be central to the next phase of the Company’s growth. |
| – |
Detailed knowledge of the technology market, which, in the context of her role as a member of the Audit and Risk Committee, affords insights into the risk profile of the Company as well as the sectors and markets within which it operates. |
External appointments
| – |
NetApp, INC. non-executive director and member of the audit committee |
| Committee key | ||||||
|
|
Audit and Risk Committee |
|
Technology Committee | |||
|
|
ESG Committee |
|
Committee Chair | |||
|
|
Nominations and Governance Committee |
|
Member | |||
|
|
Remuneration Committee | |||||
|
Maria Amparo Moraleda Martinez |
|
|
|
Non-Executive Director |
||
|
|
||
Tenure: 7 years
Career and experience
Amparo joined IBM in 1988 and spent more than 20 years with the company, becoming President of IBM Southern Europe in 2005. In 2009, Amparo joined Iberdrola S.A. where she was Chief Operating Officer of the International Division until 2012. Amparo is a member of the Royal Academy of Economic and Financial Sciences and was inducted into the Women in Technology International Hall of Fame in 2005.
Skills and attributes which support strategy and long-term success
| – |
A background in engineering, IT and technology equip Amparo with significant experience and the ability to provide valuable contributions during technical Board discussions. |
| – |
Corporate social responsibility experience and her experience as a champion of inclusion and diversity are significant assets in the context of her role as Chair of the Company’s ESG Committee. |
External appointments
| – |
Airbus Group, senior independent director, chair of the remuneration, nomination and governance committee and member of the sustainability, ethics & compliance committee |
| – |
CaixaBank, non-executive deputy chair and chair of the nominations & sustainability committee |
| – |
A.P. Moller-Maersk, non-executive director, member of the energy transition committee and member of the audit committee |
|
Christine Ramon |
|
|||
|
Non-Executive Director and Workforce Engagement Lead
|
||||
Tenure: 2 years
Career and experience
Until recently Christine was Chief Financial Officer and executive director of AngloGold Ashanti Ltd, a global gold mining company. Prior to AngloGold Ashanti, she was Chief Financial Officer of Sasol Ltd, a South African energy and chemicals company. Christine was also a former Chief Executive Officer at Johnnic Holdings Ltd and had worked at Pepsi as a Financial Controller. Christine has held non-executive director roles at the International Federation of Accountants, MTN Group Ltd, Lafarge S.A., and Transnet SOC Ltd.
Skills and attributes which support strategy and long-term success
| – |
Considerable experience of African markets, which will provide invaluable oversight to the Company’s ESG programme, sustainability and responsible business practices. |
| – |
Up-to-date investor relations experience and strong ambassadorial skills developed through a distinguished executive career to date. |
| – |
Highly experienced corporate finance executive with extensive board expertise. This will supplement the Board’s financial, commercial and strategic expertise. |
External appointments
| – |
Clicks Group Limited, non-executive director, chair of the audit & risk committee and member of the nomination committee |
| – |
Discovery Limited, non-executive director, member of the audit committee, member of the social and ethics committee, member of the remuneration committee and member of the treating the customers fairly sub-committee |
| 76 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
|
Governance continued
Our Board continued |
||||||||||
|
|
Read full biographies vodafone.com/board |
|
Simon Segars
|
||||
|
Non-Executive Director
|
||||
Tenure: 2 years
Career and experience
Simon was previously the CEO of Arm Ltd., the global leader in the development of semiconductor intellectual property. He successfully led the business from 2013 to 2022 and generated significant value for investors during his tenure. During 2017 to 2021, Simon was also a Board member of the SoftBank Group. Prior to joining Arm in 1991, he was an engineer at Standard Telephones and Cables.
Skills and attributes which support strategy and long-term success:
| – |
Possesses significant understanding of technology trends and how these are reshaping industry landscapes, which are important in charting the Company’s strategic direction. |
| – |
Proven history of business transformation and corporate strategy in dynamic and swiftly evolving commercial environments. |
| – |
Extensive commercial acumen and knowledge of critical business and economic issues, which Simon brings both to the Board and to each of the Committees on which he sits. |
| – |
A background in engineering, IT and technology equip Simon with the ability to provide valuable contributions during technical Board discussions. |
External appointments
| – |
Dolby Laboratories, Inc., non-executive director |
|
Anne-Françoise Nesmes |
||||
|
Prospective Non-Executive Director subject to shareholder approval
|
||||
|
Tenure: <1 year
|
||||
|
Career and experience Until recently, Anne was the Chief Financial Officer at Smith & Nephew Plc, the multinational medical equipment manufacturer, where she led several acquisitions and developed a transformation programme following COVID-19. Prior to Smith & Nephew Plc, Anne was Chief Financial Officer at Dechra Pharmaceuticals from 2013 to 2016 and Chief Financial Officer at Merlin Entertainments from 2016 to 2020, where she was responsible for developing strategy and streamlining financial processes. Anne also previously led the finance function for the global vaccines unit at GlaxoSmithKline.
Skills and attributes which support strategy and long-term success: – Highly skilled strategist with substantial M&A experience. – Strong commercial leader with extensive expertise in finance, strategy, IT, regulation, portfolio restructuring and shared services, which Anne brings to both the Board and to the Committees on which she sits.
External appointments – Compass Group Plc, senior independent director, chair of the audit committee and member of the remuneration, nomination and corporate responsibility committees – Sanofi S.A., non-executive director
|
||||
| Committee key | ||||||
|
|
Audit and Risk Committee |
|
Technology Committee | |||
|
|
ESG Committee |
|
Committee Chair | |||
|
|
Nominations and Governance Committee |
|
Member | |||
|
|
Remuneration Committee | |||||
Maaike de Bie
Group General Counsel and Company Secretary
Maaike de Bie was appointed Group General Counsel and Company Secretary on 1 March 2023 and has responsibility for the Group legal, compliance and company secretariat functions as well as advising the Board on all aspects relating to corporate governance. She previously served as General Counsel and Company Secretary of easyJet plc and before that as General Counsel of Royal Mail plc. An experienced international lawyer, Maaike is dual-qualified in both the US and UK, with over 30 years of experience.
Membership and attendance
The table below details the Board and Committee meeting attendance during the year to 31 March 2025. The number of attendances is shown next to the maximum number of meetings each Director was entitled to attend. Ad hoc meetings of the Board and its Committees were also held as required during the year.
| Name | Board |
Nominations and
Governance Committee |
Audit and Risk Committee |
Remuneration Committee |
ESG Committee |
Technology Committee |
||||||||||||||||||
|
Jean-François van Boxmeer |
7/7 | 4/4 | – | – | 4/4 | – | ||||||||||||||||||
|
Margherita Della Valle |
7/7 | – | – | – | – | – | ||||||||||||||||||
|
Luka Mucic |
7/7 | – | – | – | – | – | ||||||||||||||||||
|
David Nish 1 |
6/7 | 4/4 | 6/6 | – | – | – | ||||||||||||||||||
|
Stephen Carter |
7/7 | 4/4 | – | – | – | 4/4 | ||||||||||||||||||
|
Delphine Ernotte Cunci |
7/7 | – | – | 5/5 | – | 4/4 | ||||||||||||||||||
|
Michel Demaré 2 |
6/7 | 4/4 | 5/6 | 4/5 | – | – | ||||||||||||||||||
|
Simon Dingemans 3 |
2/2 | – | 2/2 | – | – | – | ||||||||||||||||||
|
Hatem Dowidar |
7/7 | 4/4 | – | – | – | – | ||||||||||||||||||
|
Deborah Kerr 4 |
6/7 | – | 6/6 | – | – | 3/4 | ||||||||||||||||||
|
Amparo Moraleda |
7/7 | – | – | 5/5 | 4/4 | – | ||||||||||||||||||
|
Christine Ramon |
7/7 | – | 6/6 | – | 4/4 | – | ||||||||||||||||||
|
Simon Segars |
7/7 | – | – | – | 4/4 | 4/4 | ||||||||||||||||||
Notes:
| 1. |
David Nish was unable to attend one scheduled meeting of the Board due to ill health. |
| 2. |
Michele Demaré was unable to attend one scheduled meeting of the Board and one scheduled meeting of the Remuneration Committee due to a diary conflict. |
| 3. |
Simon Dingemans was appointed as a Non-Executive Director of the Board and joined the Audit and Risk Committee on 1 January 2025. |
| 4. |
Deborah Kerr was unable to attend one scheduled meeting of the Board and one scheduled meeting of the Technology Committee due to a diary conflict. |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 77 | |||||
| Governance continued | ||||||||||
|
Our Executive Committee
Biographical details of the Executive Committee, as at 3 June 2025 are provided below. |
| Committee key | ||
Disclosure Committee
|
Business Decision Board
|
|
Risk and Compliance Committee
|
National Security Committee
|
|
ESG and Reputation Steering Committee
|
Entities Nominations Committee
|
|
AI Governance Board
|
Committee Chair
|
|
Simplicity Board
|
Member
|
|
Capital Decision Board
|
||
Margherita Della Valle
|
||||
| Group Chief Executive | ||||
|
Read more about the Group Chief Executive on page 73 |
| Luka Mucic |
|
|||
| Group Chief Financial Officer | ||||
|
|
Read more about the Group Chief Financial Officer on page 73 |
| Maaike de Bie |
|
|||
| Group General Counsel and Company Secretary | ||||
|
|
Read more about the Group General Counsel and Company Secretary on page 76 |
| Ahmed Essam |
|
|||
| Executive Chairman Vodafone Germany and CEO European Markets | ||||
Ahmed was appointed Executive Chairman Vodafone Germany and CEO European markets on 1 April 2024, and has been a member of the Executive Committee since 2016. Ahmed has over 20 years of experience in the fields of telecommunications, strategy, financial planning, commercial management and general management. Ahmed joined Vodafone in 1999 and earlier roles include Customer Care Director and Consumer Business Unit Director, Group Management Director for Vodafone’s Africa, Middle East and Asia-Pacific region, and a number of senior roles within Vodafone’s Group Commercial functions. Ahmed has been Group Chief Commercial Operations and Strategy Officer, CEO Europe Cluster and CEO Vodafone UK.
| Marika Auramo |
|
|||
| CEO Vodafone Business | ||||
Marika was appointed as CEO of Vodafone Business on 1 July 2024. She brings extensive B2B experience with over 25 years in the global IT industry. Marika joined SAP in 1999 and held a diverse set of leadership roles since then, including COO EMEA North, Managing Director for the Nordic and Baltic region, Global COO of SAP Database and Data Management in the US, and Interim President of the EMEA region. She previously served as Chief Business Officer for the EMEA region of SAP.
| Scott Petty |
|
|||
| Vodafone Group Chief Technology Officer (CTO) | ||||
Scott joined Vodafone in 2009 and has held positions in Vodafone Business Product Management and Technology before becoming UK CTO in 2017. He has been the Chief Digital & Information Officer since April 2021 as part of a newly created integrated European-wide Technology team to drive the transformation to achieve Vodafone’s ambition to become a next-generation Telco. Previously, Scott held a number of Executive roles at Dimension Data, as Group Executive – Services, Chief Operating Officer – Australia and as Chief Information Officer – Australia. Scott joined the Executive Committee in January 2023.
| Guillaume Boutin |
|
|||
| CEO Vodafone Investments & Strategy | ||||
Guillaume was appointed CEO Vodafone Investments & Strategy and as a member of the Executive Committee on 15 May 2025. Guillaume brings extensive strategic, operational and leadership experience to the executive team. Before joining Vodafone, Guillaume was the Chief Executive Officer of the Proximus Group, the leading telecommunications operator in Belgium. He began his career in a web start-up, then joined SFR in 2003 where he held various positions in strategy, finance and marketing, until he joined Canal+ Group in 2015 as Chief Marketing Officer.
| Alberto Ripepi |
|
|||
| Group Chief Network Officer (CNO) | ||||
Since joining Vodafone in 2001, Alberto has held various roles in technology including CTO of Italy, CTO of Europe and Operational Director for Group Technology. Alberto joined the Executive Committee in January 2023 and is responsible for strategy, architecture and design and for operating the Vodafone network in Europe.
| Leanne Wood |
|
|||
| Chief Human Resources Officer | ||||
Leanne joined Vodafone as Chief Human Resources Officer and as a member of the Executive Committee on 1 April 2019. She is responsible for leading Vodafone’s people and organisation strategy, which includes developing strong talent and leadership, effective organisations, strategic capabilities and an engaging culture and work environment. Previously Leanne was the Chief People, Strategy and Corporate Affairs Officer for Burberry plc from 2015. Leanne is a Non-Executive Director and member of the Audit, Corporate Responsibility and Nomination and Remuneration Committees at Compass Group plc.
| Shameel Joosub | ||||
| CEO Vodacom Group | ||||
Shameel joined Vodafone in 1994 and currently serves as Chief Executive Officer at Vodacom Group Limited, a position he has held since 2012. He has extensive telco experience having operated at a senior level in various companies across the group for the last 27 years, including Managing Director and Chief Executive Officer at Vodacom South Africa and Chief Executive Officer at Vodafone Spain. Shameel holds board positions at Vodacom Group Ltd, Safaricom Plc and Vodafone Egypt Telecommunications S.A.E. He also sits on the board of Business Leadership South Africa and the South African telco industry association. He was appointed to the Executive Committee in April 2020, and is responsible for the overall strategic direction and performance of all its African operations, comprising eight markets.
| Joakim Reiter |
|
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| Chief External and Corporate Affairs Officer | ||||
Joakim, an Executive Committee member since August 2017, is Vodafone’s Chief External and Corporate Affairs Officer, responsible for public relations and corporate affairs, including policy and regulation, communications, security, sustainability and charitable activities. He currently sits on the Board of the Swedish Space Corporation. Before joining Vodafone, Joakim served as Assistant Secretary-General of the United Nations and has also been Ambassador to the World Trade Organisation, served as a Swedish senior diplomat to the EU, a trade negotiator in the European Commission, and has had a longstanding career in the Swedish Foreign Service.
Please note:
Serpil Timuray will step down as CEO Vodafone Investments and a Group Executive Committee Member on 30 June 2025 to pursue external opportunities.
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Culture and the Board
Our culture – the ‘Spirit of Vodafone’ – outlines the beliefs we stand for and the key behaviours that help us to make our strategy and purpose a reality. Our Spirit underpins the successful and sustainable delivery of our organisational transformation. |
The role of the Board
The Board has a critical role in setting the tone of our organisation and championing the behaviours we expect to see throughout the Group. The Board has continued to influence and monitor culture throughout the year and received updates on ‘Spirit of Vodafone’ initiatives, including a quarterly ‘Spirit of Vodafone Day’, bi-annual Spirit Beat surveys, and surveys shared with new hires and leavers.
Vodafone’s commitment to inclusion is embraced at every level and embedded in our Spirit, code of conduct and business principles. Upon appointment to the Board, each Director acknowledges that they must promote the desired culture by acting with integrity and leading by example.
Alignment with purpose, values and strategy
The ‘Spirit of Vodafone’ underpins our purpose and strategy, and the Board recognises the importance of an inclusive environment where everyone has the opportunity to thrive and belong, which actively contributes to a more motivated and productive workforce. An inclusive culture is also key to attracting and retaining the workforce talent needed to deliver our strategic priorities.
Our purpose is to connect everyone through our connectivity and technology. This involves empowering our people, helping to protect the planet and maintaining trust with customers. Our purpose is championed by our Board, which is collectively responsible for the oversight and long-term success of the Company. It is aligned with our culture and our strategy, placed at the forefront of our decision-making and strategy development, and the Board considers how the initiatives progressed by management throughout the year have advanced our purpose. Board oversight ensures that continued product development realises our ambition to connect everyone.
The Board monitors the Company’s progress against established strategic objectives and its performance against competitors. Board meetings are planned with reference to the Company’s strategic priorities and meeting agendas are constructed to deliver information at appropriate junctures and from a broad range of senior leaders, to enable the Board to effectively review and challenge.
Site visits
Board members regularly undertake site visits, which helps them to observe how culture is embedded throughout the Group and demonstrated by colleagues in action. In September, the Board met with the local management team in Portugal and visited the business centre and action store where they met front-line store employees and were able to experience through the eyes of a customer an example of a fixed rate broadband service journey. In January, the Board and Committee meetings were held in Germany with a continued strategic focus on the transformation plan, where they met with new Executive Committee members and the Vodafone Germany Executive Committee to discuss the various pillars of the transformation plan, the progress and next steps.
Assessing culture
The cultural climate in Vodafone is measured through a number of mechanisms, including policy and compliance processes, internal audit, and formal and informal channels for employees to raise concerns, as well as our whistleblowing programme, Speak Up, which is also available to the contractors and suppliers working with us. The Board is apprised of any material whistleblowing incidents.
Alongside these mechanisms, the Board remains committed to engagement with the workforce, and these opportunities continue to shape how the Board influences and understands the Company’s culture.
Spirit Beat survey
The Board considers the results of the bi-annual Spirit Beat survey. The results and engagement scores were provided in the context of organisation transformation, driving connection to our strategy and establishing a customer-first culture. Benchmarking data compared to our peers is also provided.
Workforce engagement
Given the geographical size and complexity of our business, we utilise several employee engagement methods and communication channels between the Board, the Executive Committee, and our workforce to enable meaningful engagement.
Workforce Engagement Lead attendance at employee forums
The Board received feedback from Delphine Ernotte Cunci and Christine Ramon, the appointed Workforce Engagement Leads, after their attendance at employee forums in Europe and Africa. It is evident from these meetings that employee delegates continue to appreciate the opportunity to speak directly to a Board member. Through these channels we understand that our people are engaged and interested in: changes to our commercial portfolio, M&A activities, GenAI developments; people engagement, and hybrid working.
Employee Listening
We have increased the opportunities for employees to share their experiences throughout their time at Vodafone. We proactively gather employees’ perspectives through the new hire lifecycle, measuring sentiment in the first week, month and 90 days. Exiting employees are invited to provide feedback 48 hours after their resignation is submitted and responses are required within two weeks.
Viva Engage communications
‘Viva Engage’ is our internal digital platform. The Executive Committee and internal communications team regularly post on the platform to provide updates to our people. Examples are shown to the right.
Post: Strategic transactions
Topic: Our business strategy and performance
Discussion focus: The Group Chief Executive made announcements following the Competition and Markets Authority approval of the merger of Vodafone and Three in the UK, and the sale of Vodafone Italy. The posts kept employees informed of the latest status, next steps and the positive impact the transactions would have on Vodafone.
Post: International Women’s Day
Topic: Our business strategy and performance
Discussion focus: The Group Chief Executive and Group Chief Technology Officer honoured the talented women at Vodafone and highlighted the commitment to empowering women, fostering inclusivity and driving meaningful change. The Chief Human Resources Officer also joined a virtual roundtable with colleagues in AI technology. The post informed colleagues how AI was growing employees skills to improve customers’ experience, bridging the gendered digital skills gap and committing to responsible and ethical AI practices free from gender bias.
Post: Mobile World Congress
Topic: Our Customers
Discussion focus: The Group Chief Executive joined the CEOs of some of our peers to discuss the challenges facing the continent’s digital progress. The Group Chief Technology Officer shared with employees considered how scaling AI from proof of concept to millions of customers creates tangible value for both users and organisations.
Post: Spirit Beat Results
Topic: Our Customers
Discussion focus: The Chief Human Resources Officer sat down with the CEO of Vodafone Business to talk about the Spirit Beat Results in the context of our transformation and how employee feedback helps to deliver our priorities of customers, simplicity and growth.
Post: Financial results and Group performance
Topic: Our business strategy and performance
Discussion focus: Quarterly trading update videos on financial results and Group performance were published. These enhance employees’ awareness of the financial and economic factors affecting the Group and the Company’s performance.
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Board activities and key areas of focus during the year
Board activities and key areas of focus during the year Our overall Board leadership is responsible of the for Group the and, throughout and discussion the focused year, Board on the activities strategic implementation transformation of the Company’s plan. The Board oversees the Company’s strategic direction and supports the executive management with its delivery of the strategy within a transparent governance framework. In continuation of the strategic evolution and portfolio objectives reported last year, Board discussion has focused on the implementation of those strategic priorities, alongside financial performance and capital, risk, culture and governance. Key stakeholders are considered in the decision-making process in accordance with section 172 of the Companies Act 2006. Examples of key decisions taken by the Board during the year in accordance with our strategic priorities are shown to the right. Board Read more has engaged about Vodafone’s with them key during stakeholders the year on and pages how 11 the – 13 Customers Our customers and the impact of our decisions on them remained a key focus throughout the year as we continued to implement the strategic evolution communicated in last year’s Annual Report. Read strategic more transformation about the implementation on pages 8–9 of our The Executive Committee and senior leaders regularly provide the Board with information on the evolving needs of our customers. Strategic partnership with Google The Board considered a proposed extension to the existing partnership with Google into five new strategic pillars, focusing on opportunities in the consumer space and accelerated growth opportunities. A key focus of the partnership is to help consumers to take advantage of the latest hardware and digital technologies, including artificial intelligence (‘AI’) and cloud-based applications. The expansion will bring new services, devices, and TV experiences to millions of our customers across Europe and Africa, supported by Google Cloud and Google’s Gemini models. The Board supported the extension and in October 2024, the Company announced the 10-year partnership. The agreement will bring storage, security and AI assistance to our customers in 15 countries as well as to partners in an additional 45 markets worldwide. It was also announced that both parties would jointly promote the use of universal standards in areas such as online safety. UK – Vodafone UK/ Three UK Merger We reported last year that the proposed merger was subject to regulatory approval by the UK Competition and Markets Authority (‘CMA’) and as anticipated, in April 2024 the merger inquiry progressed to Phase 2. The Board received regular updates on the progress of the application and the constructive engagement taking place with key stakeholders leading up to CMA approval being obtained. The merger aims to create a better network with greater coverage, reliability and faster speeds for our customers. Board discussion also focused on the pre-merger integration process, the strategy for the merged business and achieving the network ambition. Key steps during the financial year – September 2024: the CMA published its provisional findings accompanied by the Notice of Possible Remedies. Vodafone and Three responded to the CMA provisional findings and Notice of Possible Remedies – November 2024: the CMA released an announcement that it had provisionally found that the proposed merger could address competition concerns through network investment and customer protections – December 2024: we announced that the CMA had approved the merger and further information relating to the transaction was announced in accordance with the UK Listing Rules – May 2025: the merger formally completed on 31 May 2025 Section 172 considerations Last year we reported that in accordance with section 172 of the Companies Act, the Board, with support from external advisers where required, undertook an analysis as part of the decision-making process to consider stakeholder interests and concluded that the transaction was in the best interests of the Company’s members as a whole. The Board determined that the proposed merger was pro-growth, pro-customer, pro-investment and pro-competition for the UK. Throughout the year, the Board continued to champion the conclusion reached throughout the proactive engagement process with the CMA, Ofcom and the UK Government. We believe the merger is a once in a lifetime opportunity to transform the UK digital infrastructure and the interests of all stakeholders have been carefully considered. Virgin Media O2 network sharing agreement The Board was kept updated on the proposed new network sharing agreement between Vodafone UK and Virgin Media O2, which aims to enhance the existing mobile network sharing agreement, bolstering quality mobile coverage across the UK and delivering improved services for customers. On 3 July 2024, the Company announced a new network sharing agreement had been reached with Virgin Media O2, which, following the CMA approval of the proposed merger between Vodafone UK and Three UK, will provide a stable basis for the merged company’s enlarged network to participate in the network sharing agreement, significantly enhancing competition in retail and wholesale markets. Portugal In September 2024, the Board attended an offsite in Portugal where they had the opportunity to delve further into the vision for the Portuguese customer market, including the challenges and opportunities. They met with the local management team and experienced first-hand some of the products
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and services that were making an impact in the market. The Board considered how AI could be leveraged to improve customer experience and visited a store whereby they experienced a fixed broadband service journey through the eyes of the customer and had the opportunity to meet with front-line store employees. Artificial intelligence The Board received an update on GenAI at its September strategy session. The initial priority areas for GenAI applications have focused on customer experience, productivity and efficiency, including the development of the customer engagement chatbot. The Board considered how internal capabilities are being built for GenAI readiness, including how they will be developed and tested for wider adoption across the organisation, and the responsible AI guardrails in place. The Technology Committee considers GenAI and Machine Learning under its delegated authority and provides regular updates to the Board to keep them abreast of the developments. The Board reviews how these technologies can be used to create efficiencies and improve customer journeys. Satellite strategy The Board reviewed the satellite strategy and investment at its September strategy session. By looking beyond ground-based networks, we can utilise low-earth orbit satellites to provide mobile signals to even remote areas, helping to close coverage gaps and keep our customers connected. Simplicity and Growth Our simplicity and growth strategic priorities have been a key focus for Board discussion during the year as we continue to reduce complexity within our business and focus on our portfolio of segments, products and geographies that are right-sized for growth and returns. In addition to the scheduled meetings, the Board also attended a strategy off-site session in Portugal that focused on our overall strategic framework, the turnaround plan for Germany, Europe Consumer Strategy, GenAI, and our people transformation. Strategy and business developments Sale of Vodafone Italy Following the announcement that a binding agreement had been entered into with Swisscom for the sale of Vodafone Italy in March 2024, the Board received regular updates of the progress made in the reshaping of the Group’s European operations. The transaction entered Phase 2 of the regulatory approval process with the Italian Competition Authority in September, and approval was obtained on 20 December 2024. The sale for €7.9 billion in cash completed on 31 December 2024. Proceeds from the sale will be used to reduce Vodafone Group borrowings. Following Board approval, we announced the commencement of a second share buyback program of up to €2 billion on 20 May 2025, which will be split into quarterly rolling programmes. Sale of Vodafone Spain The Board approved the request to enter into binding agreements with Zegona in relation to the full sale of Vodafone Spain in October 2023. During the year, the Board was kept updated on the progress of the sale, and in May we announced the sale had received final approval from the Spanish authorities. We announced on 31 May 2024 that the sale of Vodafone Spain had completed for €4,069 million in cash (subject to closing accounts adjustments) and up to €900 million of non-cash consideration in the form of redeemable preference shares. As part of the transaction, Vodafone and Zegona have also entered into an agreement whereby Vodafone will provide certain services to Vodafone Spain after completion of the transaction, and Vodafone will continue to have a presence in Spain through its Innovation Hub in Malaga. The Board approved the commencement of a share buyback programme following completion. Read more on the share buyback on page 80 Germany turnaround In addition to receiving regular business updates on the turnaround plan in Germany, the Board held deep-dive sessions to discuss the progress made in further detail. A turnaround plan had been initiated and the Board considered the identified improvement areas – customer service, brand, network and IT across the key operational areas. Following Board feedback on the governance structure required for execution and the longer-term view of a sustainable business in Germany, further updates were provided in November 2024. The Board and Committee meetings in January were held over a dedicated two day visit to Germany. The Board met with the leadership team and undertook an extensive review to gain a deeper level of insight into the status, challenges and progress of the turnaround plan. Improvements to customer experience were progressing and significant work was taking place on process optimisation. Deep-dive reviews of key operational functions and programmes both within Vodafone Germany and between Germany and Group had also taken place. The Board anticipates the turnaround programme to take time amongst the increasing competitive pressure and a worsening market environment. The Board remains confident in the turnaround plan and we have seen the first clear signs of improvement, which we expect to grow and build momentum in the coming fiscal years. Financial performance and capital Financial performance Throughout the year, the Board received regular updates on the financial performance of the Group from the CFO and management teams against the backdrop of strategic portfolio transformation. The Board reviewed the Group’s performance versus the budget for last year. The budget for the coming year and long-range plan were approved. The impact of VOIS and the commercialisation of our shared operations was also considered as part of the review. During the year, the Board considered and approved the half-year and full-year results announcements, and the Annual Report and Accounts, following the recommendation of the Audit and Risk Committee. The Audit and Risk Committee also reviewed the Q1 and Q3 results. Buyback programme The Board reviewed and approved the new capital allocation framework in March 2024 and following discussion at the Capital Decision Board (sub-committee of the Executive Committee), the Board agreed that the proposed €2 billion buyback programme would be split into quarterly rolling programmes. In May 2024, after consideration, the Board approved the commencement of the share buyback programme following the completion of the sale of Vodafone Spain in accordance with the authority obtained at the relevant Annual General Meeting. The commencement of subsequent tranches were announced in August and November 2024, and February 2025 respectively.
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Section 172 considerations The Board reviewed and approved plans for a € 2 billion buyback programme to be implemented over the next 12 months. Following completion of the sale, the Board was mindful of delivering investor and shareholder value over the short, medium and long-term timeframes.
Sale of % stake in Indus Towers Following Board approval, we announced in June 2024 that we had sold an 18% stake in Indus Towers. The proceeds have been used to repay Vodafone’s existing lenders in relation to borrowings secured against Indian assets. The sale of a further 3% stake was announced in December in accordance with our financial objectives. Following the sale, Vodafone has now disposed of its shareholding in Indus Towers.
Sale of % stake in Vantage Towers We announced in July 2024 that Vodafone Group Plc had sold a further 10% stake in Oak Holdings GmbH – the partnership that co-controls Vantage Towers for € 1.3 billion. The sale achieved the 50:50 joint ownership structure with the consortium of long-term infrastructure investors that was envisaged when the consortium was first announced. Proceeds from the sale have been used for deleveraging.
Dividend The decision to approve the dividend was supported by a robust assessment of the position, performance and viability of the business carried on by management. On 12 November 2024, we announced an interim dividend of 2.25 eurocents per share, which was paid on 7 February 2025. We have recommended that a final dividend of 2.25 eurocents per share to be paid on 1 August 2025. The payment timeframe of our dividend is consistent with the expectations of our shareholders. |
Investor relations The Board received regular updates on market share information, share price performance and how we have engaged with institutional investors and analysts. Sentiment and feedback from investor roadshows was also provided during the year.
Risk The Board has overall responsibility for determining the nature and extent of the risks the Group is willing to take and oversees the implementation of risk assessment systems and processes to identify, manage and mitigate Vodafone’s principal risks. Risk is considered on a regular basis and during the year, the Board, with support from the Audit and Risk Committee, completed a review of the Company’s risk appetite, principal and emerging risks, and how they are managed. The Audit and Risk Committee also undertook deep-dives on our principal risks during the year and fed back to the Board. This provides the Board with an understanding of the key risks within the Group and oversight on how they are being managed.
Our people Appointment of Simon Dingemans, Non-Executive Director Following a rigorous external search, we announced the appointment of Simon Dingemans as a Non-Executive Director effective from 1 January 2025. Simon joined the Audit and Risk Committee with effect from the same date. In accordance with its terms of reference, the Nominations and Governance Committee led on the appointment process, and the Board was kept updated on the developments. The Board |
approved the recommendation to appoint Simon Dingemans at its December meeting.
Culture and employee voice The Board received updates on Group culture and employee engagement, including by way of the ‘Spirit Beat’ survey. The Chief Human Resources Officer kept the Board updated on how culture was being embedded in the context of strategic transformation. Employee feedback was positive and whilst there were fluctuations between markets, engagement scores remained stable at a global level. Markets with significant increases in engagement saw correlating increases with driving colleagues’ connection to our strategy; customer-first and improving customer-facing colleagues’ experience, and managers taking action on Spirit and owning our transformation. Actions to improve systems and processes within each market continue and the Board will be kept updated on the progress. To further accelerate momentum on embedding cultural change and transformation, a network of change agents had been established across the business to support the cultural transformation at all levels.
The Board considered the workforce engagement mechanisms in place to ensure they remain effective in delivering meaningful dialogue with employees. The Board confirmed that the workforce policies and practices are consistent with the Group’s values and supports the long-term strategy.
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Inclusion and diversity The Board is kept updated on the progress of the diversity and inclusion initiatives to support key areas, including talent attraction, retention and development, allyship and education, and data.
The Board diversity policy is reviewed on an annual basis.
Modern Slavery The Board monitors the Group’s compliance with the requirements of the UK Modern Slavery Act 2015 and approved its Modern Slavery Statement in May.
Governance The Board received an update on the change to the UK Listing Rules and the subsequent disclosures required with respect to our strategic transactions as shareholder approval for the proposed UK merger of Vodafone UK and Three UK, and the sale of Vodafone Italy was no longer required. |
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Board effectiveness and improving our performance
The Board recognises that it needs to continually monitor and improve its performance. Our annual performance review provides the opportunity for the Board and its Committees to consider and reflect on the effectiveness of its activities, the quality of its decision-making and the contribution made by each Board member. |
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Process undertaken for our Board performance review In accordance with the 2018 UK Corporate Governance Code, the FY25 Board performance review was externally facilitated by Lorna Parker and Elaine Sullivan of Manchester Square Partners, an external advisory firm. Both individuals and the firm are considered to be fully independent and have no other connection to the Company or individual Directors.
The objectives of the performance review were to provide an assessment of:
– Vodafone Group’s Board effectiveness and governance; – The effectiveness of Vodafone Group’s Committees; and – The effectiveness of Directors individually, including the Chair’s effectiveness, and how effectively members work together to achieve objectives, taking into account their preparation ahead of meetings, time commitment, independence and courage to challenge.
Manchester Square Partners developed a framework outlining the suggested areas to gather and distil feedback, including strategy, challenges and risks, values and culture, role, dynamics, engagement, composition, leadership and succession. Following a discussion with the Chair, and to ensure that the specific objectives of the Board review were met, tailored questions were prepared for the Board members to consider in advance of the individual interviews.
The review process was undertaken from September 2024 to January 2025. Manchester Square Partners had access to Board and Committee papers for the 12 months prior and observed the November Board and Committee meetings. Individual interviews were conducted with all Board members and the Group General Counsel and Company Secretary. Whilst a review |
framework was supplied to provide guidance, the one-on-one meetings with the Directors took an informal conversational approach.
Board performance review findings Manchester Square Partners collated the input and provided an independent assessment of the effectiveness of the Board. The findings were presented to the Nominations and Governance Committee and the Board at their January 2025 meetings. The Board discussed the findings from the evaluation and was encouraged by the strengths identified.
Effectiveness and leadership – Overall the Board is functioning well and all members are both pleased and proud to be on the Board at this stage of Vodafone’s transformation journey – The performance of the Board was seen to have improved over the last three years – There is clarity and alignment on the role of the Board and a shared understanding around the immediate strategic priorities – There is shared alignment around the key challenges and risks facing Vodafone – The Board has highly effective leadership with a Chair who is well respected and facilitates high quality discussion – The CEO is highly regarded and has full support from the Board
Skills, composition, and diversity – Recent changes in composition have strengthened the Board dynamic and provided valuable technology and telecoms expertise – The Board has substantial breadth and depth of complementary skills and experience with appropriate diversity in terms of geography, insight, thinking, gender and ethnicity. This ensures the Board is as effective as possible in the context of developing and delivering strategy, and addressing the challenges and opportunities, and the principal risks facing the Company |
– The Non-Executive Directors have sufficient time to meet their responsibilities and are well-prepared, committed and engaged during the meetings
Administration and process – Board processes are effective, efficient and thorough and allow the Board to carry out its responsibilities.
Focus areas for FY25/26 The Board also identified and agreed key areas of improvement and focus for FY25/26:
– Longer-term strategic priorities: prioritise time on the Board agenda to explore the longer-term strategic ambitions and direction for Vodafone; – Our people: continue to ensure people topics are frequently discussed at the Nominations and Governance Committee as well as on the Board agenda, with a focus on succession planning and development; and – Culture: continue to create additional opportunities for Non-Executive Directors to meet employees informally and explore ways of testing culture change.
Board Committees Each of the Board’s Committees were evaluated and the review concluded that all Committees are working well and effectively, with particular appreciation for their Chairs. Non-Executive Directors have access to supporting material for all Committees, enhancing their depth of understanding across the Group. This is provided on a timely basis.
Individual performance The performance and effectiveness of contribution for each Director, including the Chair, was considered as part of the one-on-one conversations and observations during attendance at the Board and Committee meetings. |
Progress on FY24 actions Progress against the areas identified for focus following the FY24 internal evaluation are shared below:
Areas identified for improvement
Operational excellence: continue to prioritise the time spent on the key strategic pillars of Customers, Simplicity and Growth
Progress: Board agendas continue to be drafted with a focus on our strategic priorities across Customers, Simplicity and Growth.
Workforce engagement and culture: strengthen the structure and engagement plan with greater insight fed back to the Board
Progress: Our designated workforce engagement leads attended employee forums throughout the year and the Chief Human Resources Officer presented cultural insights, including on Spirit and employee listening on an increased cadence this year. An update on people and strategic transformation was also provided at the September strategy session.
Focus on the successful integration of the new e& representative as a Director to ensure the effective functioning of the Board continues
Progress: Hatem Dowidar has undertaken an extensive induction programme. The findings from the FY25 evaluation also concluded that the Board is functioning well and the dynamic has been strengthened following changes to the composition.
Continued focus on succession planning at Board and Senior Management level
Progress: Simon Dingemans was appointed as a Non-Executive Director on 1 January 2025 and subject to shareholder approval, Anne-Françoise Nesmes will be appointed as a Non-Executive Director following the conclusion of the 2025 AGM. Guillaume Boutin was appointed as CEO Vodafone Investments & Strategy on 15 May 2025.
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Nominations and Governance Committee
The Nominations and Governance Committee (the ‘Committee’) continues to monitor the composition, structure and size of the Board and its Committees to ensure that there is an appropriate balance of skills, knowledge, experience and diversity so that responsibilities can be discharged effectively. The Committee oversees all matters relating to corporate governance and succession planning and makes recommendations to the Board as appropriate.
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Chair |
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Jean-François van Boxmeer |
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Members |
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Stephen A. Carter CBE |
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Michel Demaré |
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Hatem Dowidar |
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David Nish |
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With the exception of Hatem Dowidar, the Committee is comprised of independent Non-Executive Directors. The Committee had four scheduled meetings during the year and additional ad hoc meetings as required.
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Letter from Committee Chair
On behalf of the Board, I am pleased to present the Nominations and Governance Committee Report for the year ended 31 March 2025.
Board composition and succession planning
A key focus for the Committee this year has been Board composition and succession planning, with a continued focus on the appointment of Non-Executive Directors with strong financial expertise and risk and audit committee experience. The Committee monitors the length of tenure, skills and experience of Non-Executive Directors to assist with succession planning. We reported last year that there was an upcoming scheduled retirement from the Board and on 2 April 2025 we announced that David Nish would not be seeking re-election at the 2025 AGM following nine years service.
In anticipation of this scheduled departure, the Committee focused on finding suitable Non-Executive Director successors to further enhance the Board’s experience and capabilities, particularly in the finance sector. MWM Consulting, an independent external search firm, was appointed to support the process. Following recommendation by the Committee, the Board approved the appointment of Simon Dingemans as a Non-Executive Director with effect from 1 January 2025. Simon also joined the Audit and Risk Committee with effect from the same date. Simon is an experienced leader and former chief financial officer. He brings extensive financial, operational and strategic experience and I am delighted to welcome him to the Board as we continue to drive our strategic transformation.
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On 2 April 2025, following Board approval and recommendation by the Committee, we announced that Anne-Françoise Nesmes will be appointed as a Non-Executive Director with effect
from the conclusion of the 2025 AGM, subject to shareholder approval. Anne-Françoise will also join the Audit and Risk Committee and ESG Committee with effect from the same date. Anne-Françoise is highly experienced, commercially orientated and brings a wealth of financial expertise from several international organisations. She has a strong focus on strategy, IT, regulation and shared services and her ability to drive significant transformation agendas will be an excellent addition to our Board discussions.
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Both Simon’s and Anne-Françoise Nesmes appointment to the Board will be subject to shareholder approval at the 2025 AGM. With the exception of David Nish, all other Non-Executive Directors have submitted themselves for election.
Committee composition
The Committee keeps under review the composition of the Board and its Committees, evaluating the balance of skills, experience, independence, knowledge and diversity requirements. In light of the recent and upcoming Non-Executive Director changes, the Committee made recommendations to the Board for approval. On 2 April 2025 we announced a number of changes that will be effective from the conclusion of the 2025 AGM. Simon Segars will be appointed Senior Independent Director and member of the Nominations and Governance Committee. Simon Dingemans will be appointed as Chair of the Audit and Risk Committee and member of the Remuneration Committee. Michel Demaré will cease to be a member of the Nominations and Governance Committee. Christine Ramon will cease to be a member of the ESG Committee and become a member of the Remuneration Committee. Delphine Ernotte Cunci will cease to be a member of the Remuneration Committee and become a member of the Nominations and Governance Committee.
The changes ensure alignment between skills and specific Committee and individual responsibilities and the Committee is confident that the Board currently has the necessary mix of skills and experience to contribute to the Company’s strategic objectives.
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Read more about the details of the length of tenure of each Director and a summary of the skills and experience of the Non-Executive Directors on pages 67, 73–76 |
Appointment process
When considering the recruitment of new Directors, the Committee adopts a formal and transparent procedure, which takes into account the skills, knowledge and level of experience required as well as social mobility factors and diversity. To start the appointment process this year, a search specification was created and MWM consultancy was appointed to provide support. MWM provided a list of potential candidates with a diverse range of backgrounds and characteristics. The shortlisted candidates were then interviewed by Committee members and they met with the Group Chief Executive, Chair and other members of management as appropriate. A recommendation was then made to the Board on the chosen candidate and the appointment terms were then drafted and agreed with that candidate.
Executive Committee changes, succession planning and talent pipeline
The Committee receives regular updates on succession planning and changes to the membership of the Executive Committee against the backdrop of our simplified operating model. This year, the Committee has continued to focus on succession plans for executives below Board level, looking at the strength, depth and diversity of the talent pipeline to understand executive talent requirements and the capabilities required for the future.
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During the year we announced that Aldo Bisio had stepped down as CEO Vodafone Italy and as a member of the Group Executive Committee on 15 November 2024 following the sale of Vodafone Italy.
On 7 February 2025, we announced that Guillaume Boutin had been appointed as CEO Vodafone Investments & Strategy and a member of Vodafone’s Executive Committee, with effect from 15 May 2025. Guillaume will take over from Serpil Timuray the current CEO Vodafone Investments, who has decided to leave Vodafone at the end of June to pursue external opportunities. Guillaume is an experienced leader and brings a strong mix of strategic and operational experience, combined with deep-rooted sector knowledge.
A rigorous search is underway to support finding a suitable successor for the role of Group Chief Financial Officer following the announcement that Luka Mucic would step down from the role and as a Director of the Company, no later than early 2026 to pursue an external opportunity.
Key areas of focus for FY26
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Continued review of Board and Committee composition, tenure and onboarding; |
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Senior leadership talent, succession, and onboarding; and |
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Continued implementation of new provisions of the 2024 UK Corporate Governance Code. |
Jean-François van Boxmeer
On behalf of the Nominations and
Governance Committee
3 June 2025
Director onboarding and development
Onboarding process
Upon appointment, each new Director receives a comprehensive and formal induction programme tailored to their needs, experience and the requirements of the role. Consideration is also given to Committee appointments and the Group General Counsel and Company Secretary assists the Chair in designing and facilitating the individual programmes. Onboarding is crucial to ensuring that our Directors have a full understanding of all aspects of our business, including the Group’s strategy, vision and values, to ensure they are able to contribute effectively to the Board. All Directors are also encouraged to attend site visits.
Simon Dingemans undertook a comprehensive tailored induction programme which covered a variety of business areas including strategy, finance, compliance, risk, technology and networks and governance. In addition to meeting with external advisers for a briefing on Directors’ duties, the Market Abuse Regulation, and listing and disclosure obligations, Simon met with senior management from key business areas and functions.
Upon appointment, all Directors receive a comprehensive induction pack which includes key background information on the Company, corporate governance guidance, and internal policies and codes.
Director development and training
As the external business environment in which the Group operates continues to evolve, it is crucial that our Directors’ skills and knowledge are refreshed and updated regularly. The Chair has overall responsibility for ensuring that our Non-Executive Directors receive suitable ongoing training to enable each to remain an effective Board member. Individual training requirements are reviewed regularly and the Board is kept informed of training opportunities, including those offered by our external advisers.
In addition to individual tailored training, updates on corporate governance, legal and regulatory matters are also provided by way of briefing papers and presentations at Board meetings.
Board leadership and governance
The Committee continues to review action taken to comply with the 2018 UK Corporate Governance Code and other legal and regulatory obligations during the year, and review upcoming compliance activities in respect of the 2024 UK Corporate Governance Code, with the majority of provisions applying to Vodafone with effect from 1 April 2025. The Committee receives regular governance updates and is satisfied that Vodafone complied with the Code in full throughout the year.
Independence
In accordance with the Code, the independence of all the Non-Executive Directors was considered by the Committee. Following evaluation, with the exception of Hatem Dowidar, all Non-Executive Directors are considered independent, and they continue to make independent contributions and effectively challenge management.
The Executive Directors’ service contracts and Non-Executive Directors’ appointment letters are available for inspection at our registered office and at the 2025 AGM.
Conflicts of interest
The Companies Act 2006 provides that directors have a duty to avoid a situation in which they have or may have a direct or indirect interest that conflicts or might conflict with the interests of the Company. This duty is in addition to the existing duty owed to the Company to disclose to the Board any interest in a transaction or arrangement under consideration by the Company.
Our Directors must report any changes to their commitments to the Board, immediately notify the Company of actual or potential conflicts or a change in circumstances relating to an existing authorisation, and complete an annual conflicts questionnaire. Any conflicts or potential conflicts identified are considered and, where appropriate, authorised by the Board in accordance with the Company’s Articles of Association. A register of authorised conflicts is also reviewed periodically.
The Committee is comfortable that it has adequate measures in place to effectively identify, manage and mitigate any actual or potential conflicts of interest so as not to compromise or override independent judgement.
Time commitment
In accordance with the Code, the Committee actively reviews the time commitments of the Board. All Directors are engaged in providing their external commitments to establish that they have sufficient time to meet their Board responsibilities. The Committee is satisfied that the Board does meet this requirement and all Directors provide constructive challenge and strategic guidance and hold management to account.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 85 | |||||
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Governance continued
Nominations and Governance Committee continued |
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Board evaluation
In accordance with the Code, Vodafone conducts an annual evaluation of Board and Board Committee performance, which every Director engages in and which is facilitated by an independent third party at least once every three years. This year, an external evaluation of the performance of the Board and Committees was facilitated by Lorna Parker and Elaine Sullivan of Manchester Square Partners. Both individuals and the firm have no other connection to Vodafone. The Committee oversaw the evaluation process and was involved in the selection of the external provider for review.
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Read more about the outcome of this Board evaluation on page 82 |
Roles and responsibilities
The terms of reference for the Nominations and Governance Committee set out the role and responsibilities of the Committee in further detail and are reviewed annually.
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Click to read the Committee’s terms of reference: vodafone.com/board-committees | |
Diversity
The Board diversity policy reinforces the ongoing commitment of the Board to supporting diversity and inclusion in the boardroom, in all its forms including age, gender, ethnicity, sexual orientation, disability and socio-economic background. The Committee acknowledges the significant role diversity and inclusion has on the effective functioning of the Board and its Committees and believes a diverse Board brings a broader perspective, which enables it to be better equipped to understand the views of our stakeholders as well as our shareholders in the decision-making process.
The Board diversity policy is kept under review to ensure the objectives remain appropriate and sufficiently stretching. We also continue to monitor requirements set by the Financial Conduct Authority, FTSE Women Leaders Review and Parker Review in terms of gender and ethnic diversity. Vodafone acknowledges that these targets are not
just an end goal, but rather steps towards a drive for further progress.
Whilst the Board Diversity Policy specifically focuses on diversity at Board and Committee level, commitment to diversity at Vodafone extends beyond the Board to the Executive Committee, talent pipeline and global workforce. The Board supports management in their efforts to build a diverse organisation throughout the Group and is regularly apprised of progress on the key diversity areas of focus beyond the Board and Executive Committee.
We remain committed to achieving our target of 40% of women in management roles by 2030. We have a number of initiatives including early career programmes and parental support to support with increasing gender diversity throughout the workforce. We retain and further develop our diverse talent through focusing on different diversity programmes, policies and leadership incentives during the year. We launched our ‘Talent Deal’ which offers a package of support and guidance for employees identified as top or accelerated talent, 39.5% of which are women. We also continue to invest in development and deepening our talent assessments as part of succession planning to ensure we reach our talent targets for successors.
As at 31 March 2025, our Executive Committee has five positions held by women (45%) and 18.18% of the Executive Committee identifies as ethnically diverse. In the Senior Leadership Team, 37% of positions (from continuing operations) are held by women and 24% of the Senior Leadership Team (from continuing operations) identifies as ethnically diverse.
Whilst we commit to diversity and inclusion in all its forms, all appointments are made on merit and objective criteria to ensure the appropriate mix of skills and experience on the Board, valuing the unique contribution that an individual will bring.
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Read more on Senior Leadership Team diversity on page 16 | |
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Read more about our workforce inclusion programmes on pages 15–16 | |
Board and executive management diversity
Prepared in accordance with UK Listing Rule 6 Annex 1R as at 31 March 2025
| Gender identity or sex 1 |
Number of
Board members |
Percentage
of the Board |
Number of senior
positions on the Board (CEO, CFO, SID and Chair) |
Number in
executive management |
Percentage
of executive management |
|||||
| Men | 8 | 62% | 3 | 6 | 55% | |||||
| Women | 5 | 38% | 1 | 5 | 45% | |||||
| Other categories | 0 | 0% | 0 | 0 | 0% | |||||
| Not specified/prefer not to say | 0 | 0% | 0 | 0 | 0% | |||||
| Ethnic background |
Number of
Board members |
Percentage
of the Board |
Number of senior
positions on the Board (CEO, CFO, SID and Chair) |
Number in
executive management |
Percentage
of executive management |
|||||
|
White British or other White
(including minority-white groups) |
11 | 84.62% | 4 | 9 | 81.82% | |||||
| Mixed/Multiple Ethnic Groups | 0 | 0% | 0 | 0 | 0% | |||||
| Asian/Asian British | 1 | 7.69% | 0 | 1 | 9.09% | |||||
| Black/African/Caribbean/Black British | 0 | 0% | 0 | 0 | 0% | |||||
| Other ethnic group, including Arab | 1 | 7.69% | 0 | 1 | 9.09% | |||||
| Not specific/prefer not to say | 0 | 0% | 0 | 0 | 0% | |||||
Note:
| 1. |
The data reported is on the basis of gender identity. |
The data contained in the tables on this page was collected as part of the annual declaration process, whereby the Board and the Executive Committee received declaration forms for self-completion. The declaration forms included, for all individuals whose data is being reported, the same questions relating to ethnicity, gender, sexual orientation and disability. The data is used for statistical reporting purposes and is provided with consent. The data in the above tables is as at 31 March 2025, and there have been no changes to the board in the period between then and the date of this report.
Diversity targets
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Target |
Progress | |
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The Board aspires to meet and ultimately exceed the target for at least 40% of Board positions to be held by women. |
As at 31 March 2025 38% of our Board identified as women. Whilst we do not currently meet this target, the position is temporary and has resulted from ensuring appropriate succession planning and the handover of responsibilities. We expect this to increase to 46% on 29 July 2025 following the conclusion of the AGM whereby David Nish will step down as a Non-Executive Director and Anne-Françoise Nesmes will be appointed as a Non-Executive Director. | |
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That at least one of the positions of Chair, CEO, CFO or Senior Independent Director is held by a woman. |
As at 31 March 2025 our Group Chief Executive Officer position is held by a woman . The Committee continues to ensure this target is considered as part of the Board and Executive Committee succession planning process. | |
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That at least one member of the Board is from a minority ethnic background. |
As at 31 March 2025, we currently have two Board members from a minority background . Vodafone continually aspires to increase diverse representation on our Board. Independent executive search firms are used to ensure a diverse range of candidates. | |
| 86 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Governance continued | ||||||||||
Audit and Risk Committee
The Committee oversees the governance of the Group’s risk management system, financial reporting, the external audit process, internal control and related assurance processes. During the year, the Committee completed a series of deep-dive reviews of principal key risks with a focus on cyber security, technology resilience and company transformation programmes.
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Chair and financial expert |
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David Nish |
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Members |
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Michel Demaré |
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Simon Dingemans (appointed on 1 January 2025) |
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Deborah Kerr |
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Christine Ramon |
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The attendance at Committee meetings can be found on page 76 |
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Key responsibilities
The responsibilities of the Committee are to:
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Monitor the integrity of the financial statements, including the review of significant financial reporting judgements; |
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Provide advice to the Board on whether the Annual Report is fair, balanced and understandable, and on the appropriateness of the long-term viability statement; |
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Review and monitor the external auditor’s independence and objectivity and the effectiveness of the external audit; |
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Review the system of internal financial control and compliance with section 404 of the US Sarbanes-Oxley Act; |
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Monitor the activities and review the effectiveness of the Internal Audit function; |
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Monitor the Group’s risk management system, review of the principal risks and the management of those risks; and |
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Review and provide advice to the Board on the approval of the Group’s US Annual Report on Form 20-F. |
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Click to read the Committee’s terms of reference: vodafone.com/board-committees |
Letter from Committee Chair
I am pleased to present our report as Chair of the Audit and Risk Committee. This report provides an overview of how the Committee operates, an insight into the Committee’s activities during the year and its role in ensuring the integrity of the Group’s published financial information and the effectiveness of its risk management, controls and related processes.
The Committee met six times during the year. The attendance by members at Committee meetings can be seen on page 76. Each meeting agenda included a range of topics across the Committee’s areas of responsibility. In summary:
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We undertook a programme of reviews across multiple business units, typically with a focus on the risk and control environment. Alongside key members of their teams, this included presentations by the CEO of Vodafone Business, the CEO of Vodafone Shared Operations, the CEO of Vodafone Germany, the CEO of Vodacom Group and the CEO European Markets; |
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We met on several occasions with the Group Chief Technology Officer and the Cyber Security, Technology Strategy and Governance Director to review and challenge strategies and activities around external cyber threats and technology resilience which continue to be principal risks for the Group; |
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Read more about cyber security on pages 48 to 52 |
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At the September 2024 and March 2025 meetings, we considered the anticipated financial reporting matters impacting the half-year and year-end reporting; and |
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We reviewed Q1 trading update at our July 2024 meeting, the half-year results announcement at our November 2024 meeting, the Q3 trading update at our January 2025 meeting and this Annual Report and accompanying materials at our March 2025 and May 2025 meetings. Our work included reviews of the Strategic Report, goodwill impairment testing, taxation judgements, legal contingencies and the Company’s work on going concern and the long-term viability statement. |
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The Committee recognises the importance of Environmental, Social and Governance (‘ESG’) and the evolving Corporate Sustainability Reporting Directive (‘CSRD’) requirements in this area. During our joint meetings with ESG Committee members, we considered the appropriateness of disclosures included in this Annual Report. |
Our external auditor, Ernst & Young (‘EY’), provides robust challenge to management and its independent view to the Committee on specific financial reporting judgements and the control environment.
David Nish
On behalf of the Audit and Risk Committee
3 June 2025
Objective
The objective of the Committee is the provision of effective governance over the appropriateness of financial reporting of the Group. This includes the adequacy of related disclosures, the performance of both the Internal Audit function and the external auditor and oversight of the Group’s systems of internal control, business risks and related compliance activities.
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Click or scan to watch the Chair of the Audit and Risk Committee explain his role: investors.vodafone.com/videos |
Committee governance
Committee meetings normally take place the day before Board meetings. The Committee Chair reports to the Board, as a separate agenda item, on the activity of the Committee and matters of particular relevance. The Board has access to the Committee’s papers and receives copies of the Committee minutes. The Committee regularly meets separately with the external auditor, the Group Chief Financial Officer, the Group Audit Director, the Compliance Director and the Group Head of Risk without others being present. The Chair also meets regularly with the external lead audit partner during the year, outside of the formal Committee process.
The Chair is designated as the financial expert on the Committee for the purposes of the US Sarbanes-Oxley Act and the 2018 UK Corporate Governance Code (‘Code’). The Committee continues to have competence relevant to the sector in which the Group operates.
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Read more about the skills and experience of Committee members on pages 73 to 76 |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 87 | |||||
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Governance continued
Audit and Risk Committee continued |
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Risk deep-dive reviews
The Committee performed a series of deep dives with management as part of the meeting agendas. These reviews are summarised below, together with the Group’s principal risk to which the review relates.
| Principal risk | Area of focus | |
| Disintermediation |
New technologies and business models The Committee met with the Group Strategy Director to review and challenge the Group’s activities and strategies to mitigate the potential risks from new industry challengers and technologies. |
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| Cyber threat |
Cyber security The Committee met on several occasions during the year with the Group Chief Technology Officer and the Cyber Security, Technology Strategy and Governance Director. Topics covered included: (i) a deep-dive on cyber risk, (ii) a deep-dive on IT transformation strategy, (iii) the review of risks relating to shadow IT and activities to manage the risks and (iv) the management of end-of-life IT systems. |
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| Technology resilience and future readiness |
Technology resilience The Committee met with the Group Chief Network Officer for the annual review of the Group’s activities and strategies to mitigate the principal risks around technology resilience. |
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Company transformation
Adverse changes in macroeconomic conditions
Adverse market competition
Portfolio transformation and governance of investments |
Business reviews The Committee met with a range of markets and business units, with a focus on the operational landscape, local risk assessments and related activity, the control environment and progress against any findings from Internal Audit activities. This included:
– Update on portfolio transformation and governance of joint ventures with the CEO and CFO of Vodafone Investments; – Review of Vodafone Business with the Vodafone Business CEO; – Review of Vodafone Shared Operations with the entity CEO; – Germany market review with the market CEO; – Market review with the Vodacom Group CEO and CFO, with a focus on M-Pesa and the transformation of the risk and compliance function; and – Annual update on the European cluster markets with the CEO European Markets, the Global Finance Director of Markets and the European cluster markets Finance Director. |
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| Data management and privacy |
Data The Committee met with members of the data governance and privacy teams to review and challenge the Group’s strategy and activities around data management risk and how compliance standards are being met. |
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Financial reporting
The Committee’s primary responsibility in relation to the Group’s financial reporting is to review, with management and the external auditor, the appropriateness of the half-year and annual consolidated financial statements. The Committee focuses on:
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The quality and acceptability of accounting policies and practices; |
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Providing advice to the Board on the form and basis underlying the long-term viability statement; |
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Material areas in which significant judgements have been applied or where significant issues have been discussed with the external auditor; |
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An assessment of whether the Annual Report, taken as a whole, is fair, balanced, and understandable and whether our US Annual Report on Form 20-F complies with relevant US regulations; |
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The clarity of the disclosures and compliance with financial reporting standards and relevant financial and governance reporting requirements; and |
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Any correspondence from regulators in relation to our financial reporting. |
Accounting policies and practices
The Committee received reports from management in relation to:
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The identification of critical accounting judgements and key sources of estimation uncertainty, including the impact of climate change on the consolidated financial statements; |
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Significant accounting policies; and |
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Proposed disclosures of these in this Annual Report. |
Following discussions with management and the external auditor, the Committee approved the disclosures of the accounting policies and practices set out in note 1 ‘Basis of preparation’ and within other notes to the consolidated financial statements.
Fair, balanced and understandable
The Committee assessed whether the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. This assessment is supported by the Group’s Disclosure Committee, which reviews and assesses the appropriateness of investor communications including the Annual Report and results announcements. The Disclosure Committee is chaired by the Group General Counsel and Company Secretary who briefs the Committee on the Disclosure Committee’s work and findings.
The Committee reviewed the processes and controls that underpin the Annual Report’s preparation, ensuring that all contributors and senior management are fully aware of the requirements and their responsibilities. This included the financial reporting responsibilities of the Directors under section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as well as considering the interests of other stakeholders that will have an impact on the Company’s long-term success.
The Committee reviewed a draft of the Annual Report to enable input and comment. The review is performed in conjunction with the ESG Committee members and included the review of Task Force on Climate-related Financial Disclosures (‘TCFD’) and ESG-related disclosures. This work enabled the Committee to provide positive assurance to the Board to assist it in making the statement required by the Code. The Committee also reviewed the results announcements.
| 88 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
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Governance continued
Audit and Risk Committee continued |
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Significant financial reporting judgements
The areas considered and actions taken by the Committee in relation to the 2025 consolidated financial statements are outlined below. For each area, the Committee was satisfied with the accounting and disclosures in the consolidated financial statements.
| Area of focus | Actions taken | |
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Impairments Judgements in relation to impairment testing relate primarily to the assumptions underlying the calculation of the value in use of the Group’s businesses, being the achievability of the long-term business plans and the macroeconomic and related valuation model assumptions.
Updated expectations of the future financial performance of Vodafone Germany were reflected in the Group’s annual impairment testing. This received particular focus given the reduced headroom between the recoverable amount and the carrying value of Vodafone Germany reported at the time of the Group’s half-year results announcement and Q3 trading update.
Impairments of € 4,350 million and € 165 million were recognised at 31 March 2025 in respect of Vodafone Germany and Vodafone Romania, respectively.
See note 4 ‘Impairment losses’ in the consolidated financial statements. |
The Committee met with the European Markets CEO and the Global Finance Director of Markets to review the turnaround plan of Vodafone Germany.
Ahead of the Q3 trading update published in February 2025, the Committee reviewed the proposed disclosures in relation to the impairment risk for Vodafone Germany.
The Committee met with the Group Head of Financial Planning & Analysis and the Group Financial Controlling and Operations Director in November 2024, March 2025 and May 2025 to discuss the impairment assessments undertaken for both the half-year and year-end results and to challenge the appropriateness of assumptions made, including:
– The financial performance of Vodafone Germany; – Management’s valuation methodology; – The achievability of the Group’s five-year business plans; – The potential impacts of market factors on the Group’s businesses and their business plans; – The long-term growth assumed for the Group’s businesses at the end of the plan period; and – The discount rates assumed in the valuation of the Group’s businesses. |
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Portfolio changes The Group completed the disposals of Vodafone Spain and Vodafone Italy on 31 May 2024 and 31 December 2024, respectively. These entities were classified as discontinued operations in the prior financial year.
See note 7 ‘Discontinued operations and assets held for sale’ in the consolidated financial statements. |
The Committee met with the Group Financial Controlling and Operations Director in March 2025 and May 2025 who outlined the key accounting and disclosure impacts in relation to the transactions in the consolidated financial statements.
The Committee also considered the key accounting implications of the merger of Vodafone and Three in the UK. |
| Area of focus | Actions taken | |
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India accounting matters The disclosure and accounting judgements in relation to the Group’s conditional and capped obligations to make certain payments to Vodafone Idea Limited (‘VIL’) under a payment mechanism agreed at the time of the merger between Vodafone India and Idea Cellular in 2017.
See note 22 ‘Capital and financial risk management’ and note 29 ‘Contingent liabilities and legal proceedings’ in the consolidated financial statements. |
The Committee reviewed the appropriateness of the Group’s accounting judgements in relation to potential liabilities under the payment mechanism agreed with VIL.
These reviews occurred at the September 2024, November 2024, March 2025 and May 2025 Committee meetings. |
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Liability provisioning The Group is subject to a range of claims and legal actions from a number of sources, including, but not limited to, competitors, regulators, customers and suppliers.
See note 16 ‘Provisions’ and note 29 ‘Contingent liabilities and legal proceedings’ in the consolidated financial statements. |
The Committee met with the Director of Litigation in November 2024 and May 2025 in advance of the half-year and year-end reporting, respectively.
The Committee reviewed and challenged management’s assessment of the status of the most significant claims, together with relevant legal advice received by the Group, to form a view on the level of provisioning and appropriateness of disclosures in the consolidated financial statements. |
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Taxation The Group is subject to a range of tax claims and related legal actions in several jurisdictions where it operates. Furthermore, the Group has extensive accumulated tax losses, and a key management judgement is whether a deferred tax asset should be recognised in respect of those losses.
See note 6 ‘Taxation’ and note 29 ’Contingent liabilities and legal proceedings’ in the consolidated financial statements. |
The Committee met with the Group Tax Director in November 2024 and May 2025 in advance of the half-year and year-end financial reporting, respectively. The Committee challenged the judgements underpinning tax provisioning, deferred tax assets and related disclosures. | |
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Revenue recognition Revenue is a risk area given the inherent complexity of IFRS 15 accounting requirements and the underlying billing and related IT systems.
See note 1 ‘Basis of preparation’ in the consolidated financial statements. |
The accounting policy for and related disclosure requirements of IFRS 15 that have been presented in the Annual Report were reviewed in March and May 2025.
The Committee considered the scope of EY’s planned revenue audit procedures and their related audit findings and observations at its meetings in November 2024 and May 2025. |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 89 | |||||
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Governance continued
Audit and Risk Committee continued |
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Regulators and our financial reporting
The Financial Reporting Council (‘FRC’) publishes thematic reviews and other guidance to help companies improve the quality of corporate reporting through the provision of guidance and reviews of the quality of reporting across public companies. The Group routinely reviews FRC publications, the most relevant publications for the 2025 Annual Report being:
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Annual review of corporate reporting; |
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Annual review of corporate governance reporting; |
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Thematic reviews on existing disclosure requirements for (i) Offsetting in the financial statements, and (ii) IFRS 17 ‘Insurance Contracts’; and |
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Updated guidance to support going concern reporting. |
The Group already complied with the majority of the recommendations and the 2025 Annual Report has been updated to adopt best practice where appropriate.
In January 2024, the FRC published an updated UK Corporate Governance Code (‘revised Code’). The implementation date will be the year ending 31 March 2026 for the Group, excluding the enhanced internal control requirements (Provision 29) in the revised Code for which implementation is the year ending 31 March 2027. The Group’s Risk, Assurance and Controls team is identifying the scope of our material internal controls and the level of internal attestation work that will be performed to support the Board’s declaration of effectiveness of the controls. We expect to leverage our established controls programme, which underpins our existing US reporting obligations.
In September 2024 and January 2025, the Committee received updates on the Group’s readiness activities to meet the requirements of the Corporate Sustainability Reporting Directive (‘CSRD’). The Group has established a central team responsible for the delivery of CSRD compliance within the existing ESG team. Progress towards compliance continues to be closely monitored by management. On 26 February 2025, the EU published its Omnibus Package. Management is assessing the implications of the proposed changes to the CSRD, including the two year extension for compliance.
In January 2025, the US Securities and Exchange Commission (‘SEC’) raised a comment in relation to a disclosure in our Form 20-F for the year-ended 31 March 2024 and also the format of sections of the filing. We submitted our written response which was accepted and the SEC closed their review in February 2025
Internal control and risk management
The Committee has the primary responsibility for the oversight of the Group’s system of internal control, including the risk management framework, the compliance framework and the work of the Internal Audit function.
Internal Audit
The Internal Audit function provides independent and objective assurance over the design and operating effectiveness of the system of internal control, through a risk-based approach. The function reports into the Committee and, administratively, to the Group Chief Financial Officer. The function is composed of teams across
Group functions and local markets. This enables access to specialist skills through centres of excellence and ensures local knowledge and experience. Cooperation with professional bodies and an information technology research firm has ensured access to additional specialist skills and an advanced knowledge base.
Internal Audit activities are based on a robust methodology and the internal quality assurance improvement programme ensures conformity with the International Professional Practices Framework, which encompasses the standards of the Institute of Internal Auditors, incorporating the principles and standards of Ethics and Professionalism and the continuous development of the audit methodology applied. The conformity is reviewed and verified through an external quality assessment by an independent consultancy firm every three years.
The Committee has a standing agenda item to cover Internal Audit-related topics. Prior to the start of each financial year, the Committee reviews and approves the annual audit plan, assesses the adequacy of the budget and resources and reviews the strategic initiatives for the continuous improvement of the function’s effectiveness. The audit plan is determined by considering Internal Audit’s rolling review framework and the outputs of a data-driven risk assessment. The Committee reviews progress against the approved audit plan and the results of Internal Audit activities, with a strong focus on unsatisfactory audit results and cross-entity audits, which are audits that are performed across multiple markets with the same scope. Audit results are analysed by process and entity to highlight both changes in the control environment and areas that require attention.
During the year, Internal Audit coverage focused on principal risks, including Cyber threat, Data management and privacy and Adverse macroeconomic conditions.
Through the thematic reviews, assurance was provided across a range of areas, including: handsets; ransomware recovery; data management and protection; consumer strategic initiatives; customer churn and retention management; business resilience and recovery; cross-border regulatory compliance at Vodafone Business; security of outsourced services; sourcing and M-Pesa. The activities performed by the shared service organisation continue to receive ongoing focus due to the significance across many processes.
Management is responsible for ensuring that issues raised by Internal Audit are addressed within an agreed timetable, and the Committee reviews their timely completion.
The last independent review of the effectiveness of the Group’s Internal Audit function was performed by Deloitte LLP in December 2024, and the results were presented to the Committee. The review concluded that the Internal Audit function operated in accordance with the International Professional Practices Framework, which includes the IIA Standards and Code of Ethics, and it has continued to invest significant effort in maintaining its ‘Generally Conforms’ rating, which is the highest rating attainable. The review showed that the function is equivalent in capability to the most innovative functions in the FTSE 100, more commonly seen in the Financial Services sector.
The Internal Audit function continues to invest in initiatives to improve its effectiveness, particularly in the adoption of new technologies. The innovative use of data analytics has provided broader and deeper audit testing and insight.
| 90 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
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Governance continued
Audit and Risk Committee continued |
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Assessment of the Group’s system of internal control, including the risk management framework
The Group’s risk assessment process and the way in which significant business risks are managed is an area of focus for the Committee. The Committee’s activity here was led primarily, but not solely, by the Group’s assessment of its principal and emerging risks and uncertainties as set out on pages 55 to 59 and a range of mitigations as set out on page 60 . Cyber threats remain a major focus for the Committee given the continual threats in this area.
The Group has an internal control environment designed to protect the business from the material risks that have been identified. Management is responsible for establishing and maintaining adequate internal controls and the Committee has responsibility for ensuring the effectiveness of those controls.
The Committee reviewed the process by which Group management assessed the control environment, in accordance with the requirements of the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting published by the FRC. This activity was supported by (i) reports from the Group Audit Director, (ii) a review of the Group’s principal risks with the Head of Risk, and (iii) reviews of the Group’s second line of defence with the Group General Counsel and Company Secretary, the Global Director of Compliance and Business Integrity and the Group Head of Controls, Compliance and Assurance.
The Group operates a ‘Speak Up’ channel that enables employees to anonymously raise concerns about possible irregularities. The Committee received an update on the operation of the channel together with the output of any resulting investigations.
The Committee has completed its review of the effectiveness of the Group’s system of internal control, including risk management, during the year and up to the date of this Annual Report. The review covered all material controls including financial, operating and compliance controls. The Committee confirms that the system of internal control operated effectively for the 2025 financial year. Where specific areas for improvement were identified, mitigating alternative controls and processes were in place. This allows us to provide positive assurance to the Board to help fulfil its obligations under the Code.
Compliance with section 404 of the US Sarbanes-Oxley Act
Oversight of the Group’s compliance activities in relation to section 404 of the US Sarbanes-Oxley Act and policy compliance reviews also fall within the Committee’s remit.
Management is responsible for establishing and maintaining adequate internal controls over financial reporting, and we have responsibility for ensuring the effectiveness of these controls. The Committee received updates on the Group’s work in relation to section 404 compliance and the Group’s broader financial control environment during the year. We continue to challenge management on ensuring the nature and scope of control activities evolve to ensure key risks continue to be adequately mitigated.
The Committee also took an active role in monitoring the Group’s compliance activities, including receiving reports from management in the year covering programme-level strategy, the scope of compliance work performed and the results of controls testing. The external auditor also reports the status of its work in relation to controls in its reports to the Committee.
Long-term viability statement and going concern assessment
The Committee provides advice to the Board on the form and basis of conclusion underlying the long-term viability statement and the going concern assessment.
|
|
Read more about the long-term viability statement on page 59 | |
|
|
Read more about the going concern assessment on page 117 | |
At our meeting in May 2025, the Committee challenged management on its financial risk assessment as part of its consideration of the long-term viability statement. This included scrutiny of forecast liquidity, balance sheet stress tests, the availability of cash and cash equivalents through new or existing financing facilities and a review of counter-party risk to assess the likelihood of third parties not being able to meet contractual obligations. This comprehensive assessment of the Group’s prospects made by management included consideration of:
| – |
The review period and alignment with the Group’s internal long-term forecasts; |
| – |
The assessment of the capacity of the Group to remain viable after consideration of future cash flows, expected debt service requirements, undrawn facilities and access to capital markets; |
| – |
The modelling of the financial impact of severe but plausible risk scenarios materialising; |
| – |
The inclusion of clear and enhanced disclosures in the Annual Report as to why the assessment period selected was appropriate to the Group, what qualifications and assumptions were made and how the underlying analysis was performed, consistent with FRC pronouncements; and |
| – |
The thoroughness of disclosure in relation to the Group’s liquidity provided in the consolidated financial statements. See note 22 ‘Capital and financial risk management’ in the consolidated financial statements. |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 91 | |||||
|
Governance continued
Audit and Risk Committee continued |
||||||||||
External audit
The Committee has primary responsibility for overseeing the relationship with the external auditor, EY. This includes making the recommendation on the appointment, reappointment and removal of the external auditor, assessing its independence on an ongoing basis, and approving the statutory audit fee, the scope of the statutory audit and the appointment of the lead audit engagement partner. The lead audit partner role rotated to Michael Rudberg, a pre-existing partner on the audit team, for the year ended 31 March 2025.
EY presented to the Committee its detailed audit plan for the 2025 financial year, which outlined its audit scope, planning materiality and its assessment of key audit risks. The identification of key audit risks is critical in the overall effectiveness of the external audit process.
The Committee also received reports from EY on its assessment of the accounting and disclosures in the financial statements and financial controls.
The last external audit tender took place in 2019, which resulted in the appointment of EY for the financial year ended 31 March 2020. The Committee will continue to review the auditor appointment and anticipates that the audit will be put out to tender at least every 10 years after the first financial year of appointment. In deciding whether to conduct an external audit tender, the Committee considers a range of factors, including the potential cost and efficiency benefits of retaining the incumbent auditor.
The Group has complied with the September 2014 Competition and Markets Authority Order for the financial year under review.
|
|
Read the report of the independent registered public accounting firm on pages 119 to 122 |
Independence and objectivity
In its assessment of the independence of the auditor, and in accordance with the US Public Company Accounting Oversight Board’s (‘PCAOB’) standard on independence, the Committee received details of all relationships between the Company and EY that may have a bearing on its independence. The Committee received confirmation from EY that it is independent of the Company in accordance with US federal securities law and the applicable rules and regulations of the SEC and the PCAOB.
Effectiveness of the external audit process
The Committee reviewed the quality of the external audit process throughout the year and considered the performance of EY. This comprised the Committee’s own assessment and the results of a detailed feedback survey of senior personnel across the Group. Based on these reviews, the Committee concluded that there had been appropriate focus and challenge by EY on the primary areas of the audit and that EY had applied robust challenge and scepticism throughout the audit.
EY audit and non-audit fees
Total fees payable to EY for audit and non-audit services in the year ended 31 March 2025 amounted to € 30 million (FY24: € 36 million).
|
FY25 € m |
FY24 € m |
|||||||
| Audit fees | 27 | 26 | ||||||
| Non-audit fees – Audit-related | 3 | 10 | ||||||
| Non-audit fees – Tax fees | – | – | ||||||
| Total | 30 | 36 | ||||||
See note 3 ‘Operating profit’ in the consolidated financial statements for more information.
Audit fees
The Committee reviewed and discussed the fee proposal and was engaged in agreeing audit scope changes. Following the receipt of formal assurance that fees were reasonable for the scope of work required, the Committee agreed an audit fee of € 27 million for statutory audit services in the year (FY24: € 26 million).
Non-audit fees
To protect the independence and objectivity of the external auditor, the Committee has a policy for the engagement of the external auditor to provide non-audit services (‘the policy’). The policy prohibits EY from playing any part in management or decision-making, providing certain services such as valuation work and the provision of accounting services. The policy incorporates the requirements of the FRC’s Ethical Standard, including a ‘whitelist’ of permitted non-audit services which mirrors the FRC’s Ethical Standard.
The FRC’s revised 2024 Ethical Standard became effective on 15 December 2024. The revisions to the Ethical Standard have not resulted in any changes to the policy compared to the prior year.
The Committee has pre-approved that EY can be engaged by management, subject to the policies set out above, and subject to:
| – |
A € 60,000 fee limit for individual engagements; |
| – |
A € 500,000 total fee limit for services where there is no legal alternative; and |
| – |
A € 500,000 total fee limit for services where there is no practical alternative supplier. |
For those permitted services that exceed these specified fee limits, the Committee Chair pre-approves the service.
Non-audit fees in the year were € 3 million (FY24: € 10 million). The level of non-audit fees in the prior year ended 31 March 2024 was higher than recent years. This is primarily attributable to Reporting Accountant services that were provided by EY in connection with the merger of Vodafone UK with Three UK and other audit-related services associated with the disposal of Vodafone Spain which completed on 31 May 2024.
Vodafone did not incur any tax fees with EY and EY did not provide any products or services to Vodafone other than the audit and audit-related services disclosed above.
| 92 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Governance continued | ||||||||||
Technology Committee
The role of the Technology Committee is to support the Board by providing expert oversight and monitoring of the Group’s technology strategy, as well as assessing technology risks, understanding resource and talent requirements, and exploring new innovations that may enable future growth.
|
Chair |
||
| Simon Segars | ||
| Members | ||
| Deborah Kerr | ||
| Delphine Ernotte Cunci | ||
| Stephen A. Carter CBE | ||
|
|
The attendance at Committee meetings can be found on page 76
|
|
Key responsibilities
The responsibilities of the Committee are to:
| – |
Oversee, monitor and challenge the Group’s technology strategy; |
| – |
Review long-term technology plans and budgets, including capital investment, resourcing, skills and prioritisation; |
| – |
Understand future technology developments, industry trends and technology innovation that may impact the Company strategy; |
| – |
Review technology risks, disruptors and mitigations; |
| – |
Participate in deep dives into particular topics, innovations or plans; |
| – |
Assess whether the technology strategy is consistent and enabling the overall Company strategy; |
| – |
Review technology strengths, weaknesses, opportunities and threats with executive management to oversee actions being taken in each area. This will include a focus on disruptors and risks that could adversely impact the strategy; |
| – |
Review significant transformation and technology programmes; and |
| – |
Review technology supply chain, partnerships and external relationships that underpin the strategy. |
Letter from Committee Chair
On behalf of the Board, I am pleased to present Vodafone’s Technology Committee Report for the year ended 31 March 2025.
This year, the Committee met four times and discussed a range of topics across the Committee’s areas of responsibility in alignment with Vodafone’s strategic pillars of Customers, Simplicity and Growth.
An important objective of the Committee is to provide external perspectives and challenge into the technology strategy and direction. Topics reviewed during Committee meetings in FY25, such as how Artificial Intelligence (‘AI’) is being deployed to improve customer care, have enabled Committee members to lead and support broader technical discussions with the rest of the Board.
I have reported this year’s Committee work to the Board and I am looking forward to the next year chairing the Committee.
Simon Segars
On behalf of the Technology Committee
3 June 2025
Focus during the year
The Technology Committee met with senior leaders of the technology team including the Chief Technology Officer and Chief Network Officer on four occasions during the year ended 31 March 2025. The following provides a summary of the topics covered.
May 2024
The Committee conducted a deep dive of Vodafone’s strategy for scale adoption of the most valuable AI use cases. We also invited one of our hyperscaler strategic partners to share their perspectives of Vodafone’s AI journey and the areas to leverage to maximise value.
We debated how Vodafone employs Cloud as a core enabler of our technology strategy, underpinned by our strategic partnerships to support the Company’s focus on Customers, Simplicity and Growth.
July 2024
The cyber threat landscape affecting the industry was assessed and we reviewed Vodafone’s cyber security strategy, approach, operating model and future roadmap, with the Committee reflecting on the macroeconomic and geopolitical factors affecting the sector.
We did a deep-dive on Open RAN technology, exploring the emerging ecosystem, existing deployments, innovations, vendors, and opportunities in support of Vodafone’s global radio access network tender.
November 2024
Vodafone’s international networks were evaluated, including terrestrial connectivity, submarine cables and the services we offer across our global footprint. With satellite platforms due to become part of Vodafone’s offering over the next 12 months, the Committee will also spend time focusing on this technology.
We explored the technologies and innovations helping Vodafone to achieve its energy and climate goals, with focus on our African access networks. Plans were reviewed for enhancing power supply reliability, reducing operating costs, and addressing the challenges to meet our net-zero climate commitments.
January 2025
Finally, in January the Vodafone Group Plc Board visited Germany for a series of local market discussions. In support of this agenda the Committee conducted two deep-dives.
We examined the local architecture and strategic initiatives to simplify and modernise the IT estate while enhancing operational efficiency and agility. The second session focused on our mobile and fixed network strategy for the German market as well as simplification and automation initiatives.
Key focus for the next year
Next year we expect to continue to look at existing and new technologies that drive innovation, Company strategy and growth, focusing on how technology enables customer service and builds trust. Strategy discussions will consider how we manage both opportunities and risks.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 93 | |||||
| Governance continued | ||||||||||
ESG Committee
The role of the ESG Committee is to support the Board by providing expert oversight and monitoring of Vodafone’s Environmental, Social and Governance (‘ESG’) programme, responsible business practices and the contribution to the societies we operate in under the social contract.
|
Chair |
||
| Amparo Moraleda | ||
| Members | ||
| Jean-François van Boxmeer | ||
| Christine Ramon | ||
| Simon Segars | ||
|
|
The attendance at Committee meetings can be found on page 76
|
|
Key responsibilities
The responsibilities of the Committee are to:
| – |
Provide oversight of the Vodafone Group ESG programme, in addition to monitoring the purpose agenda and social contract; |
| – |
Review and provide guidance on the implementation of the ESG strategy, related policies and programmes; |
| – |
Monitor performance of external ESG indices; |
| – |
Understand future ESG developments, industry trends and regulation that may impact Vodafone, as well as provide oversight of the programmes that impact our strategy or reputation; and |
| – |
Provide joint oversight and effective governance with the Audit and Risk Committee (‘ARC’) over the ESG content for disclosures and regulatory compliance. |
|
|
Click to read the Committee’s terms of reference: vodafone.com/board-committees |
Letter from Committee Chair
On behalf of the Board, I am pleased to present Vodafone’s ESG Committee report for the year ended 31 March 2025.
The Committee was established in 2021, with the founding members bringing a wealth of experience across domains that relate to ESG, complemented by specialist industry knowledge and expertise in the locations in which we operate. In FY25, the ESG Committee met four times, and the agendas included a range of topics across the Committee’s areas of responsibility.
An important objective of the ESG Committee is to provide external perspectives and challenge the ESG programme and direction.
The meetings fostered continuous development of the relationships with the senior leaders who drive the purpose agenda and strategies to deliver against our ESG objectives. This furthers our ambition to engage Vodafone employees in supporting positive change across ESG areas. These discussions have enabled Committee members to lead and support broader technical discussions with the Board on ESG topics.
In January 2025, both the ESG Committee and the Audit and Risk Committee (‘ARC’) reviewed Vodafone’s approach to the Corporate Sustainability and Reporting Directive (‘CSRD’). In FY26, we aim to increase the frequency of joint ARC and ESG Committee meetings from annual to bi-annual, which signifies the importance of joining together ESG compliance with strategy as we look to meet evolving requirements.
I have reported this year’s Committee work to the Board and I am looking forward to the next year chairing the Committee, starting with the next meeting in July 2025.
Amparo Moraleda
On behalf of the ESG Committee
| 3 |
June 2025 |
Focus during the year
The ESG Committee met with senior leaders from many business functions and operating companies this year including External Affairs, Vodafone Business and Vodacom, all of whom have key ESG strategic deliveries and responsibilities.
July 2024
In the first meeting of FY25, the Committee reviewed the transparency report, a voluntary disclosure that details our approach on law enforcement and governance assistance, prior to its publication in September 2024. The ESG Committee also received a progress update on ESG performance, the ESG strategy to support Vodafone’s business customers, and our approach to carbon enablement.
November 2024
In the second meeting of the year, business leaders presented the Empowering People strategy for review and approval, the ESG Committee agreed Vodafone’s position on children and smartphones and reviewed the outcomes of our CSRD-aligned materiality assessment.
January 2025
In addition to an update on our CSRD programme, the ESG Committee reviewed the renewable energy strategy and discussed the influence of ESG activities on the reputation of Vodafone and its operating companies in January.
March 2025
In March, the ESG Committee met to discuss Vodafone’s approach to ESG disclosures in FY25 and beyond, as well as the potential impacts of Vodafone’s structural changes on ESG progress. The papers received by the Committee outlined the key changes made since the previous Annual Report, including the strategic approach and a forward looking view of key milestones which may impact Vodafone’s reporting in the future. A review of structural changes on performance against targets and compliance requirements was also provided.
In addition, we facilitated a session to increase awareness on ESG topics for the full Board. This covered the evolution of the ESG risk landscape in the UK and Board fiduciary duties, ESG preparedness and governance for evolving reporting responsibilities, and how driving ESG action and disclosures help to grow Vodafone’s reputation and revenue.
Key focus for the next year
The Committee continues to closely monitor the evolving ESG landscape and prepare for future reporting requirements, such as the CSRD. Alongside reviewing Vodafone’s alignment with ESG compliance requirements, the Committee continues to review Vodafone’s strategic focus, progress against targets, embed ESG practices in our operations and commercial strategy and, along with the ARC, oversee the ESG data management programme.
| 94 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Remuneration Committee
Letter from the Remuneration Committee Chair
On behalf of the Board, I present our 2025 Directors’ Remuneration Report.
This report includes both our 2025 Annual Report on Remuneration and our Policy Report (as approved by shareholders at the 2023 AGM), which sets out how our policy was implemented during the year under review and how it will be applied for the year ahead.
Alignment with our strategy
This year we took the final steps in reshaping the Group for growth; a goal we set ourselves two years ago. We have sold our commercial businesses in Vodafone Spain and Vodafone Italy, completed the UK merger with Hutchison (the UK operation known as Three UK), and reshaped our continuing operations and investment portfolio for growth.
Our incentive outcomes for the 2025 annual bonus and 2022 global long-term incentive awards reflect our financial and strategic achievements across our markets and divisions.
In regards to our annual bonus, we achieved at or above target performance in respect of our financial measures. In Africa and Türkiye we reported strong growth, with the UK and Other Europe also performing well. As expected, this was a more challenging year in Germany largely due to law changes leading to the end of bulk TV contracting.
Across our strategic measures for both incentive plans, we have seen positive performance. Specifically in our bonus, we improved customer satisfaction in our European markets, driven by investments in the customer and frontline experience. We subsequently delivered strong net promoter scores across our European and African markets, sustained broadly stable churn levels, and reduced the number of deep detractors. This
led to an above-target performance of our customer measures for our annual bonus. In our long-term incentive strategic goals we exceeded the ambition of each metric.
Alignment with our culture and people strategy
Strong and talented leadership is critical to Vodafone as we continue to deliver our transformation. Competitive pay is crucial to attracting such talent, with this mind we reviewed the remuneration of our Executive Directors against our peers in the FTSE 30. Based on this review, it was agreed to deliver a 3.5% increase to the Group Chief Executive’s base salary.
|
|
Read more about the 2026 base salary arrangements on page 95 of this Annual Report |
When reviewing the base salary of our Executive Directors, we continue to align the level of increase to the wider workforce in the UK. More broadly, we also continue to engage with colleagues on pay through a variety of different channels, and it is recognised that this is even more critical during this period of change. Our workforce engagement leads attend employee forums in Europe and Africa to understand employee views on a range of topics, and this year this included our strategy, M&A activity, and people opportunities. Employee delegates at these forums continue to state how much they appreciate the opportunity to directly share views with Board members.
|
|
Read more about our culture and people strategy on page 14 of this Annual Report |
Fair pay
We have six fair pay principles that we assess ourselves against annually through a global review. This year we took the next steps to build on this foundation by designing our pay transparency strategy, increasing the openness with employees on their pay, represented by our open and transparent fair pay principle. This will help us prepare for the incoming EU Pay Transparency Directive, which will impact a number of colleagues based in EU member states.
Performance outcomes during 2025
GSTIP performance (1 April 2024 – 31 March 2025)
Annual bonus performance during the year was determined against both financial and strategic measures aligned to our strategic priorities of Customers and Growth. The four measures underpinning Growth, equivalent to 70% of the award, include service revenue (20%), adjusted EBIT (20%), adjusted FCF (20%), and revenue market share (‘RMS’) (10%). The measures under the Customers element of the award, equivalent to 30% of the award, include NPS (20%) and churn (10%).
Performance under the financial and strategic measures was slightly above the mid-point of the target range. The combined performance resulted in an overall bonus payout of 58.6% of maximum.
|
|
Read more on page 97 |
GLTI performance (1 April 2022 – 31 March 2025)
The 2023 GLTI award (granted July 2022) was subject to adjusted FCF (60% of total award), relative TSR (30% of total award), and ESG (10% of total award) performance. All performance conditions were measured over the three-year period ending 31 March 2025.
Adjusted FCF performance finished at the mid-point of the range, resulting in 54.2% of this element vesting. Relative TSR performance was below the median of the peer group resulting in no vesting under this measure. ESG performance was assessed against three metrics and vested at 100.0%. This resulted in an overall vesting percentage for the 2022 GLTI of 42.5% of maximum.
|
|
Read more on pages 98 |
Consideration of discretion
The Committee reviewed the appropriateness of the outcomes of both the annual bonus and long-term incentive plan in light of both the relevant performance targets and wider internal and external considerations, including the wider stakeholder experience, across the respective measurement periods. The Committee also acknowledged that no windfall gains had occurred under the long-term incentive plan. It was agreed that the outcomes were appropriate and that no adjustments were required.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 95 | |||||
| Remuneration Committee continued | ||||||||||
Arrangements for 2026
Board changes
As announced on 7 May 2025, Luka Mucic, the Group Chief Financial Officer, will be stepping down from the Board no later than early 2026. As a result, Luka will not receive a 2026 GLTI award and all outstanding GLTI awards held by Luka will lapse when he leaves the Group. He will however receive an annual bonus in respect of the 2025 financial year in the normal way. Full details of the leaving arrangements for Luka will be provided in the 2026 Annual Report on Remuneration.
Base salary
Following the 2025 salary review, the Committee agreed the following decisions for the Executive Directors:
| – |
Group Chief Executive (Margherita Della Valle): £1,293,750 (3.5% increase) |
| – |
Group Chief Financial Officer (Luka Mucic): £760,000 (no change) |
Annual bonus (‘GSTIP’)
During the year the Committee determined that measures and weighting under the 2026 annual bonus will remain the same as the 2025 plan given they continue to support our Company strategy. The measures under the annual bonus plan are as follows:
| – |
Growth (70%) : service revenue (20%), adjusted EBIT (20%), adjusted free cash flow (20%) and revenue market share (10%). |
| – |
Customers (30%) : net promoter score (20%) and churn (10%). |
|
|
Read more on page 104 |
Global long-term incentive (‘GLTI’)
The Committee determined that the GLTI will remain unchanged for 2026. The measures under the long-term incentive will continue to be weighted at 60% adjusted FCF, 30% relative Total Shareholder Return (‘TSR’) and 10% ESG.
|
|
Read more on pages 104 to 105 |
Looking ahead
Over the course of the next 12 months the Committee will be reviewing the current Remuneration Policy ahead of its submission for approval at the 2026 AGM in line with regulatory requirements and I look forward to engaging with our shareholders, ahead of this. The Committee will ensure sufficient time is allocated to consultation prior to the policy being finalised for approval.
The rest of this report sets out both our 2025 Annual Report on Remuneration, which includes the decisions and outcomes summarised in this letter in further detail, and our Policy Report, as approved at the 2023 AGM.
Amparo Moraleda
On behalf of the Remuneration Committee
3 June 2025
|
Remuneration at a glance |
||||||
| Component | 2025 (year ending 31 March 2025) | |||||
| Fixed pay | ||||||
| Base salary | Effective 1 July 2024: | |||||
| Group Chief Executive: £1,250,000. | ||||||
| Group Chief Financial Officer: £760,000. | ||||||
| Benefits | Travel-related benefits and private medical cover. | |||||
| Pension | Pension contribution of 10% of salary. | |||||
| Annual bonus | ||||||
| GSTIP | Opportunity (% of salary): | |||||
| Target: 100%/Maximum: 200% | ||||||
| Measures: | ||||||
| Service revenue (20%), adjusted EBIT (20%), adjusted FCF (20%), RMS (10%), | ||||||
| NPS (20%) and churn (10%). | ||||||
| Long-term incentive | ||||||
| GLTI | Opportunity (% of salary –maximum): | |||||
| Chief Executive: 500%/Other Executive Directors: 450% | ||||||
| Measures: | ||||||
| Adjusted FCF (60%), relative TSR (30%), and ESG (10%). | ||||||
| Performance/holding periods: | ||||||
|
Three-year performance + two-year holding period.
|
||||||
|
Executive Directors’ 2025 pay outcomes £’000
|
||||||
|
Notes: |
||||||
|
1. Fixed remuneration consists of salary, taxable benefits, and pension/cash in lieu of pension. |
||||||
|
2. Further information on the total remuneration of Executive Directors for the 2025 Financial Year can be found on page 96 .
|
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| 96 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Remuneration Committee continued | ||||||||||
Remuneration Committee
In this section we give details of the composition of the Remuneration Committee (the ‘Committee’) and activities undertaken during the 2025 financial year. The Committee’s function is to exercise independent judgement and consists of the following independent Non-Executive Directors:
Chair: Amparo Moraleda
Committee members: Delphine Ernotte Cunci and Michel Demaré
The Committee regularly consults with Margherita Della Valle, the Group Chief Executive, and Leanne Wood, the Chief Human Resources Officer, on various matters relating to the appropriateness of awards for Executive Directors and senior executives, though they are not present when their own compensation is discussed. In addition, James Ludlow, the Group Reward and Policy Director, provides a perspective on information provided to the Committee, and requests information and analysis from external advisers as required. Maaike de Bie, the Group General Counsel and Company Secretary, advises the Committee on corporate governance guidelines and is Secretary to the Committee.
Meetings
The Remuneration Committee normally has five scheduled meetings per year, held either in person or via conference call. Details of the principal agenda items for these meetings for the year under review are set out below. In addition to these scheduled meetings, ad hoc meetings or conference calls can also take place when required. Meeting attendance can be found on page 76 .
| Meeting | Agenda items | |||
| May 2024 |
– 2024 annual bonus achievement and 2025 targets/ranges. |
– External market update. |
||
|
– 2024 Directors’ Remuneration Report. |
||||
|
– 2022 long-term incentive award vesting and 2025 targets/ranges. |
||||
|
– Shareholder engagement. |
||||
| July 2024 |
– 2024 AGM update. |
– Share plan grant approval. |
||
| November 2024 |
– External market update. |
– Share plan update. |
||
| January 2025 |
– 2026 short-term incentive structure |
– UK pay gap reporting. |
||
|
– Share plan update. |
||||
| March 2025 |
– Risk assessment of incentive plans |
– Chair and Non-Executive Director fee levels. |
||
|
– Remuneration arrangements across Vodafone. |
||||
|
– 2026 reward packages for the Executive Committee. |
||||
|
– 2025 Directors’ Remuneration Report. |
||||
2025 remuneration
In this section we summarise the pay packages awarded to our Executive Directors for performance in the 2025 financial year versus 2024. Specifically, we have provided a table that shows all remuneration that was earned by each individual during the year and computed a single total remuneration figure for the year. The value of the annual bonus (‘GSTIP’) reflects what was earned in respect of the year but will be paid out in the following year. Similarly the value of the long-term incentive (‘GLTI’) reflects the share award which will vest in July 2025 as a result of the performance through the three-year period ended 31 March 2025.
Consideration of the use of discretion
The Remuneration Committee reviews all incentive awards prior to payment and uses judgement to ensure that the final assessments of performance are fair and appropriate. If circumstances warrant it, the Committee may adjust the final payment or vesting.
The Committee reviewed incentive outcomes at the May 2025 meeting and considered the appropriateness of outcomes in light of wider financial and business performance and the wider employee experience across the relevant measurement periods for both the short-term and long-term incentive plans. The Committee agreed the outcomes were appropriate and that no adjustments were required to either the short-term or long-term incentive outcomes this year.
The 2025 period under review reflects a full year of service for Margherita Della Valle, the Group Chief Executive, and Luka Mucic, the Chief Financial Officer. Margherita’s 2024 single figure outlined below includes remuneration arrangements for her time as interim Group Chief Executive up until 27 April 2023, while Luka’s 2024 figure reflects the period of service from his appointment as Chief Financial Officer on 1 September 2023.
Total remuneration for the 2025 financial year
| Margherita Della Valle | Luka Mucic | |||||||||||||||||
|
2025 £’000 |
2024 £’000 |
2025 £’000 |
2024 £’000 |
|||||||||||||||
| Salary/fees | 1,250 | 1,238 | 760 | 443 | ||||||||||||||
| Taxable benefits 1 | 57 | 40 | 140 | 115 | ||||||||||||||
| Annual bonus: GSTIP (see below for further detail) | 1,464 | 1,780 | 890 | 631 | ||||||||||||||
| Total long-term incentive: | 1,668 | 1,213 | – | – | ||||||||||||||
| GLTI awards 2,3 | 1,307 | 910 | – | – | ||||||||||||||
| GLTI dividends 4 | 361 | 303 | – | – | ||||||||||||||
| Pension/cash in lieu of pension | 125 | 124 | 76 | 44 | ||||||||||||||
| Total | 4,564 | 4,395 | 1,866 | 1,233 | ||||||||||||||
| Total Fixed Remuneration | 1,432 | 1,402 | 976 | 602 | ||||||||||||||
| Total Variable Remuneration | 3,132 | 2,993 | 890 | 631 | ||||||||||||||
Notes:
| 1. |
Benefits received include: relocation (Luka Mucic £116,000), cash car allowance (£19,200 p.a. each), travel including grossed up tax (Margherita Della Valle £30,370, Luke Mucic £4,902), private healthcare, and a long service award. |
| 2. |
The share prices used for the 2024 and 2025 values, as set out in note 4 below, are around the same price as the grant prices for the respective awards. As such, no amount of the value shown in the 2024 or 2025 column is attributable to share price appreciation during the performance or vesting periods. |
| 3. |
The value shown in the 2024 column is the award which vested on 5 August 2024 and is valued using the execution share price on 5 August 2024 of 69.06 pence. This figure reflects the final vest price under the GLTI confirmed after the 2024 Annual Report on Remuneration was published. The value shown in the 2025 column is the award which vests on 27 July 2025 and is valued using an average closing share price over the last quarter of the 2025 financial year of 69.55 pence. |
| 4. |
Under the GLTI, executives receive a cash award equivalent in value to the dividends that would have been paid during the vesting period on any shares that vest. The dividend value shown for 2025 relates to the award vesting on 27 July 2025, which will be paid at the point of vesting. |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 97 | |||||
Annual Report on Remuneration
2025 annual bonus (‘GSTIP’) payout
In the table below we disclose our achievement against each of the performance measures and targets in our annual bonus (‘GSTIP’) and the resulting total annual bonus payout level for the year ended 31 March 2025 of 58.6% of maximum. This outcome is applied to the maximum bonus level of 200% of base salary for each Executive Director. Commentary on our performance against each measure is provided on the next page.
| Performance measure |
Payout at
maximum performance (% of salary) |
Actual payout
(% of salary) |
Actual payout
(% of overall bonus maximum) |
Threshold
€ bn |
Target
€ bn |
Maximum
€ bn |
Actual
€ bn |
|||||||||||||||||||||
| Service revenue | 40.0% | 22.2% | 11.1% | 29.2 | 30.1 | 31.0 | 30.2 | |||||||||||||||||||||
| Adjusted EBIT | 40.0% | 20.9% | 10.4% | 3.5 | 4.2 | 5.0 | 4.2 | |||||||||||||||||||||
| Adjusted free cash flow | 40.0% | 24.7% | 12.4% | 2.3 | 2.8 | 3.3 | 3.0 | |||||||||||||||||||||
| Revenue market share | 20.0% | 11.7% | 5.9% | |||||||||||||||||||||||||
| Net promoter score | 40.0% | 25.7% | 12.9% | |||||||||||||||||||||||||
| Churn | 20.0% | 11.9% | 5.9% | See overleaf for further details | ||||||||||||||||||||||||
| Total annual bonus payout level | 200.0% | 117.1% | 58.6% | |||||||||||||||||||||||||
Note:
| 1. |
These figures are adjusted for the impact of M&A disposals, foreign exchange movements and any changes in accounting treatment. |
Financial metrics
As set out in the table above, adjusted EBIT finished at the mid-point of the respective target ranges whilst service revenue and adjusted free cash flow finished above the mid-point of the respective target ranges.
Customer metrics
An assessment of performance under the customer measures was conducted on a market-by-market basis. Each market was assessed against a number of different metrics against the following measures:
| – |
Net Promoter Score (‘NPS’) for both Consumer and Vodafone Business – defined as the extent to which our customers would recommend us. |
| – |
Churn – defined as total gross customer disconnections in the period divided by the average total customers in the period. |
| – |
Revenue market share (‘RMS’) – based on our total service revenue versus that of our competitors in the markets we operate in. |
All measures utilise data from our local markets which is collected and validated for quality and consistency by independent third-party agencies where possible. Further details on our performance against each key metric is set out below.
During the year we recorded strong consumer benchmark NPS leadership or co-leadership positions in the UK, Germany, South Africa, Portugal, Albania, Egypt, DRC, Tanzania, and Lesotho. Our benchmark NPS monitoring was supported with additional insight gained from our lifecycle NPS monitoring across a number of markets. This methodology assessed our progress against our strategic focus of reducing the number of deep detractors by asking whether customers would recommend Vodafone to friends, family or colleagues. Seven of eleven markets saw a reduction in deep detractors across the fiscal year, with the biggest reductions recorded in the UK (-17%), Türkiye (-28%), Romania (-27%), Egypt (-34%) and Albania (-48%). Overall, we reduced deep detractors by 12% at a Group level – a further reduction of
approximately 2.5 million unhappy customers in FY25. Since the start date of focussing on deep detractor reduction back in April 2023, we have reduced deep detraction in our base from 16.0% to 12.6%, which translates into over 5 million fewer deep detractors. In respect of Vodafone Business which applies a benchmark NPS methodology, we held market leader positions in the UK, Portugal, Albania, and Greece, and achieved strong year-on year improvement in Türkiye. Whilst we did see score reductions in markets such as Ireland and South Africa, we have invested further in customer initiatives this year to close the gap.
In our mobile services, we maintained stable churn levels in Europe, with year-on-year improvements across the UK (-0.4 percentage points) and rest of Europe (-0.7 percentage points). Romania significantly reduced their levels (-3.1), driven by increased focus on high propensity to churn segments and stronger offers for customers. Elsewhere in our fixed services, we have seen a significant year-on-year reduction of -1.1 percentage points, with strong performance in Germany (-1.3), UK (-0.6) and rest of Europe (-0.8), The UK reduced its out of contract base to an all-time low of 23%, contributed by overperformance in upgrades and a maturing full fibre base. There is an opportunity to improve our score in our African markets, and this is expected to improve following changes to how this measure is governed.
We have achieved above-target performance for our RMS measure this year. In our fixed line services, Greece, Egypt, and the UK reported year-on-year improvements whilst in our mobile services there was strong performance in Romania, Tanzania, and Türkiye. Our overall position could have been stronger in some of our African markets and Germany, however this was offset by consistent performance in other markets and strong year-on-year improvements in Romania, Türkiye, and Egypt.
It is within this context that performance against our customers measures during the year was judged to be above the mid-point of the respective ranges for NPS, RMS, and churn.
Overall outcome
| 2025 annual bonus (‘GSTIP’) amounts |
Base salary
£’000 |
Maximum bonus
% of base salary |
2025 payout
% of maximum |
Actual payment
£’000 |
||||||||||||
| Margherita Della Valle | 1,250 | 200% | 58.6% | 1,464 | 1 | |||||||||||
| Luka Mucic | 760 | 200% | 58.6% | 890 | 1 | |||||||||||
Note:
| 1. |
25% of Margherita Della Valle’s and Luka Mucic’s post-tax bonus will be deferred into shares for two years if they have not met their share ownership requirement prior to the payment of their annual bonus. |
| 98 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Annual Report on Remuneration continued | ||||||||||
Long-term incentive (‘GLTI’) award vesting in July 2025
Targets
The performance conditions for the three-year period ending in the 2025 financial year are as follows:
|
Adjusted FCF performance – 60% of total award ( € bn) |
TSR outperformance – 30% of total award |
TSR peer group |
||||||||||||||
| Below threshold | <14.00 |
Below threshold |
Below median |
BT Group |
Royal KPN |
|||||||||||
| Threshold | 14.00 |
Threshold |
Median |
Deutsche Telekom |
Telecom Italia |
|||||||||||
| Maximum | 16.60 |
Maximum |
8.50% p.a. |
Liberty Global |
Telefónica |
|||||||||||
|
MTN |
Telefónica Deutschland 1 |
|||||||||||||||
|
Orange |
||||||||||||||||
Note:
| 1. |
This peer delisted from the Frankurt Stock Exchange in April 2024 after this award was granted. As a result, its respective outcome was its performance up to the delisting date and thereafter based on movements in the peer group, adjusted in line with the average TSR performance of peer companies. |
| ESG performance – 10% of total award | ||||||||
| Purpose pillar |
ESG metric for 2023 GLTI |
Overall ambition of 2023
GLTI |
Baseline position for 2023 GLTI |
Ambition for 2023 GLTI
(10% of total award) |
||||
| Planet | Net zero | 90% reduction in Scope 1 and 2 emissions by 2030 against a FY20 baseline 1 | 46% reduction in Scope 1 and 2 emissions versus a FY20 baseline at 31 March 2022 | 80% reduction in Scope 1 and 2 emissions versus a FY20 baseline by 21 March 2025 | ||||
|
Inclusion for All |
Female representation in management |
40% representation of women in management by 2030 | 32% representation of women in management at 31 March 2022 | 35% representation of women in management by 31 March 2025 | ||||
|
Digital Society / Inclusion for All |
Financial inclusion customers |
>75m financial inclusion customers by 2026 | 54.5m financial inclusion customers at 31 March 2022 | 70.0m financial inclusion customers by 31 March 2025 | ||||
Note:
| 1. |
Our goals are to achieve Net Zero in Europe by 2028 and Africa by 2035, with an aim to achieve a 90% reduction in Scope 1 & 2 by 2030 based on FY20 baseline. This is in line with our emissions reduction pathway which has been validated by the Science Based Targets initiative (‘SBTi’). |
Vesting outcome
The 2023 long-term incentive (‘GLTI’) awards which were granted to executives in July 2022 will vest at 42.5% of maximum in July 2025.
The adjusted free cash flow for the three-year period ended on 31 March 2025 was € 15.1 billion and equates to vesting under the FCF element of 54.2% of maximum.
The chart below shows that our TSR performance over the three-year period ended on 31 March 2025 was below the median of the peer group resulting in no vesting under this measure.
2023 GLTI award: TSR performance
Growth in the value of a hypothetical US$100 holding over the performance period, six-month averaging
ESG performance across our three metrics was as follows:
| – |
Net zero: exceeded 80% reduction in Scope 1 and 2 emissions versus the FY20 baseline as at 31 March 2025 |
| – |
Female representation in management: exceeded 35% representation of women in management at 31 March 2025 |
| – |
Financial inclusion connections: exceeded the ambition of 70.0m connections at 31 March 2025 |
The Committee reviewed the above performance and determined vesting under the ESG element of 100.0% of maximum. This reflected full vesting achievement under all metrics where strong progress against the stretching ambitions were made.
The vesting outcome when applied to the number of shares granted is set out in the table below.
|
2023 GLTI share awards
subject to performance conditions vesting in July 2025 |
Maximum number
of shares |
Adjusted free
cash flow performance payout % of maximum |
Relative TSR
performance payout % of maximum |
ESG
performance payout % of maximum |
Weighted
performance payout % of maximum |
Number of
shares vesting |
Value of shares vesting (’000) 1 |
|||||||||||||||||||||
| Margherita Della Valle | 4,419,335 | 54.2% | 0.0% | 100.0% | 42.5% | 1,878,659 | £1,306,607 | |||||||||||||||||||||
Note:
| 1. |
The amount shown is valued using an average closing share price over the last quarter of the 2025 financial year of 69.55 pence. |
A review is performed by our internal audit team over the adjusted free cash flow calculation to assist with the Committee’s assessment of performance. The performance assessment in respect of the TSR measure is undertaken by WTW. ESG performance is presented to the ESG Committee prior to the achievement level being reviewed by the Remuneration Committee. Details of how the plan works can be found in the Remuneration Policy.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 99 | |||||
| Annual Report on Remuneration continued | ||||||||||
Long-term incentive (‘GLTI’) awarded during the year
The performance conditions for the 2025 long-term incentive awards granted in July 2024, subject to a three-year performance period ending 31 March 2027, are adjusted free cash flow (60% of total award), relative TSR (30% of total award) and ESG (10% of total award) performance set out in the tables below.
|
Adjusted FCF performance (60% of total award) |
Adjusted FCF performance ( € bn) |
Vesting percentage (% of FCF element) |
||||||
| Below threshold | <7.5 | 0% | ||||||
| Threshold | 7.5 | 20% | ||||||
| Maximum | 9.5 | 100% | ||||||
|
TSR performance (30% of total award) |
TSR outperformance |
Vesting percentage (% of TSR element) |
||||||
| Below threshold | Below median | 0% | ||||||
| Threshold | Median | 20% | ||||||
| Maximum | 7.00% p.a. | 100% | ||||||
| TSR peer group | ||||||
| BT Group | Deutsche Telekom | Liberty Global | MTN | |||
| Orange | Telecom Italia | Telefónica | ||||
| ESG performance – 10% of total award | ||||||||
| Purpose pillar |
ESG metric for 2025 GLTI |
Overall ambition | Baseline position for 2025 GLTI | Ambition for 2025 GLTI | ||||
| Protecting our Planet | Net zero | 90% reduction in Scope 1 and 2 emissions by 2030 against a FY20 baseline | 66% reduction in Scope 1 and 2 emissions versus a FY20 baseline at 31 March 2024 | 86% reduction in Scope 1 and 2 emissions versus a FY20 baseline by 31 March 2027 | ||||
| Empowering People | Female representation in management | 40% representation of women in management by 2030 | 35% representation of women in management at 31 March 2024 | 37% representation of women in management by 31 March 2027 | ||||
The table below sets out the conditional share awards granted to Margherita Della Valle and Luka Mucic in July 2024. The number of shares granted for the maximum vesting level granted were based on the closing share price prior to the day of grant. At the time of the awards vesting, the Remuneration Committee will assess if any adjustments are required based on any windfall gains believed to have occurred.
| 2025 GLTI performance share awards granted in 2024 1 |
Maximum vesting level (number of shares) |
Maximum vesting level (face value 2 ) |
Proportion of maximum award vesting at minimum performance |
Performance period end |
||||||||||||
| Margherita Della Valle | 8,545,255 | £ | 6,250,000 | 1/5th | 31 Mar 2027 | |||||||||||
| Luka Mucic | 4,675,963 | £ | 3,420,000 | 1/5th | 31 Mar 2027 | |||||||||||
Notes:
| 1. |
GLTI awards were granted as conditional share awards with a value equal to the percentages of salary referred to on page 95 . Dividend equivalents on the shares that vest are paid in cash after the vesting date. |
| 2. |
Face value calculated based on the closing share price on 30 July 2024 (day immediately preceding the date of the July grant) of 73.1 pence. |
Outstanding awards
The structure of the award granted in July 2024 (vesting July 2027) is set out above. Further details of the structure of the award granted in July 2023 (vesting July 2026), and relevant targets, can be found in the Annual Report on Remuneration for 2024.
All-employee share plans
During the year the Executive Directors were eligible to participate in the Vodafone Group Sharesave Plan which is a HM Revenue & Customs (‘HMRC’) tax advantaged scheme. Options under the plan are granted at up to a 20% discount to market value. No Executive Directors currently hold options under the plan.
Pensions
During the 2025 financial year, Margherita Della Valle accrued benefits under the defined contribution pension plan of £10,000, with the remainder of her 10% of base salary pension benefit for the year delivered as a cash allowance. Luka Mucic received a cash allowance of 10% of base salary.
Margherita Della Valle and Luka Mucic have not participated in a Vodafone-sponsored defined benefit scheme during their employments. The Executive Directors are provided benefits in the event of death in service. In the event of ill health, an entitlement to a benefit of two-thirds of base salary, up to a maximum benefit determined by the insurer, may be provided up until state pension age. In respect of the Executive Committee members, during the year the Group has made aggregate contributions of £60,439 (2024: £171,177) into defined contribution pension schemes during the year.
| 100 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Annual Report on Remuneration continued | ||||||||||
Alignment to shareholder interests
Share ownership levels and requirements for individuals who held the position of Executive Director are set out in the table below.
As shown in the chart below, both executives increased their shareholding level during the year. The share price used for measurement purposes increased from 67.84 pence for the 31 March 2024 to 69.55 pence for the 31 March 2025 measurement.
| At 31 March 2025 |
Requirement as a % of salary |
Current % of salary held |
% of requirement achieved |
Number of shares owned |
Value of shareholding 1 |
Date for requirement to be achieved |
||||||
| Margherita Della Valle | 500% | 234% | 47% | 4,196,638 | £2.9m | Apr 2028 | ||||||
| Luka Mucic | 400% | 377% | 94% | 4,120,000 | £2.9m | Sep 2028 |
Note:
| 1. |
The amounts shown are valued using an average closing share price over the last quarter of the 2025 financial year of 69.55 pence. |
| Margherita Della Valle (as at 31 March 2025) | Luka Mucic (as at 31 March 2025) | |||
|
|
The shareholding requirements include a post-employment condition whereby the Executive Directors will need to continue to hold shares equivalent to the value of their requirement at the date of departure (or actual holding on departure if the requirement has not been reached during employment) for a further two years post-employment. The Committee has a number of processes in place to ensure this condition is met, including executives agreeing to these terms prior to receiving an award, executives holding the majority of their shares (and at least up to the value of their requirement) in a Company-accessible account, and the Committee having the ability to lapse any unvested GLTI awards if the condition is not met.
Collectively the Executive Committee, including the Executive Directors, owned 30,565,763 Vodafone shares at 31 March 2025, with a value of over £21.3 million. None of the Executive Committee members’ shareholdings amounts to more than 1% of the issued shares in that class of share, excluding treasury shares.
Directors’ interests in the shares of the Company
A summary of interests in shares and scheme interests of the Directors who served during the year is given below. More details of the outstanding shares subject to award are set out in the table below.
| At 31 March 2025 |
Total number of
interests in shares (at maximum) 1 |
Unvested with
(at target) |
Unvested with
performance conditions (at maximum) |
|||||||||
| Executive Directors | ||||||||||||
| Margherita Della Valle | 25,222,623 | 12,615,591 | 21,025,985 | |||||||||
| Luka Mucic | 13,466,817 | 5,608,090 | 9,346,817 | |||||||||
| Total | 38,689,440 | 18,223,681 | 30,372,802 | |||||||||
Note:
| 1. |
This includes both owned shares and the maximum number of unvested share awards. |
The total number of interests in shares includes interests of connected persons and unvested share awards.
| At 31 March 2025 | Total number of interests in shares | |||
| Non-Executive Directors | ||||
| Stephen A. Carter CBE | 116,484 | |||
| Delphine Ernotte Cunci | 88,000 | |||
| Michel Demaré | 100,000 | |||
| Simon Dingemans (appointed 1 January 2025) | 50,000 | |||
| Hatem Dowidar | – | |||
| Deborah Kerr | (ADRs)12,000 1 | |||
| Amparo Moraleda | 30,000 | |||
| David Nish | 107,018 | |||
| Christine Ramon | – | |||
| Simon Segars | 40,000 | |||
| Jean-François van Boxmeer | 1,306,097 | |||
Note:
| 1. |
One ADR is equivalent to 10 ordinary shares. |
Other than those individuals included in the tables above who were Board members at 31 March 2025, members of the Group’s Executive Committee at 31 March 2025 had an aggregate beneficial interest in 22,249,125 ordinary shares of the Company. Between the 31 March 2025 and 19 May 2025 there was no change to the Directors’ shareholdings other than Luka Mucic who purchased 356,000 shares on 20 May 2025. The total number of shares owned by Luka Mucic as at 27 May was 4,476,000 (410% salary using a price of 69.55 pence) he has a total beneficial interest of 13,822,817. None of the Directors had an individual beneficial interest amounting to greater than 1% of the Company’s ordinary shares.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 101 | |||||
|
Annual Report on Remuneration continued
|
||||||||||
Performance share awards
The maximum numbers of shares subject to outstanding performance conditions that have been granted to Directors under the long-term incentive (‘GLTI’) plan are currently as follows.
|
GLTI performance
share awards |
2023 award
Performance period ending: March 2025
Vesting date: July 2025
|
|
2024 award
Awarded: July 2023/November 2023 Performance period ending: March 2026 Vesting date: July 2026 Share price at grant: 77.5 pence |
2025 award
Awarded: July 2024
|
||||||||||||||||
| Margherita Della Valle | 4,419,335 | 8,061,395 | 8,545,255 | |||||||||||||||||
| Luka Mucic | – | 4,670,854 | 4,675,963 | |||||||||||||||||
Note:
| 1. |
The Committee will review the performance outcome of all awards to assess whether any windfall gains are present at the point of vest. |
Details of the performance conditions for the awards can be found on page 99 or in the Remuneration Report from the relevant year.
Share options
As at 31 March 2025 no Directors held any share options.
Loss of office payments
Other than amounts already disclosed in prior year reports, no loss of office payments were made during the year.
Payments to past Directors
During the 2025 financial year Lord MacLaurin received benefits, including grossed up tax, in respect of security, £56,351 (2024: £47,842), and private medical insurance, £5,923 (2024: £5,094, which is the corrected figure for that year), as per his contractual arrangements. No other costs for past Directors exceeded our de minimis reporting threshold of £5,000 p.a.
2025 remuneration for the Chair and Non-Executive Directors
| Salary/fees | Benefits 1 | Total | ||||||||||||||||||||||||||
|
2025 £’000 |
2024 £’000 |
2025 £’000 |
2024 £’000 |
2025 £’000 |
2024 £’000 |
|||||||||||||||||||||||
| Chair | ||||||||||||||||||||||||||||
| Jean-François van Boxmeer | 650 | 650 | 31 | 39 | 681 | 689 | ||||||||||||||||||||||
| Senior Independent Director | ||||||||||||||||||||||||||||
| David Nish | 190 | 157 | 18 | 20 | 208 | 177 | ||||||||||||||||||||||
| Non-Executive Directors | ||||||||||||||||||||||||||||
| Stephen A. Carter CBE | 115 | 115 | 4 | 3 | 119 | 118 | ||||||||||||||||||||||
| Delphine Ernotte Cunci | 115 | 115 | 5 | 5 | 120 | 120 | ||||||||||||||||||||||
| Michel Demaré | 115 | 115 | 5 | 10 | 120 | 125 | ||||||||||||||||||||||
| Simon Dingemans (appointed 1 January 2025) | 29 | – | – | – | 29 | – | ||||||||||||||||||||||
| Hatem Dowidar | – | 2 | – | 4 | 0 | 4 | 0 | |||||||||||||||||||||
| Deborah Kerr | 115 | 115 | 10 | 17 | 125 | 132 | ||||||||||||||||||||||
| Amparo Moraleda | 185 | 157 | 11 | 11 | 196 | 168 | ||||||||||||||||||||||
| Christine Ramon | 115 | 115 | 15 | 15 | 130 | 130 | ||||||||||||||||||||||
| Simon Segars | 150 | 137 | 105 | 124 | 3 | 255 | 261 | 3 | ||||||||||||||||||||
| Total | 1,779 | 1,676 | 208 | 244 | 3 | 1,987 | 1,920 | 3 | ||||||||||||||||||||
Notes:
| 1. |
This includes certain travel and accommodation expenses in relation to attending Board meetings which are treated as a taxable benefit. Values include these travel expenses and the corresponding grossed up tax settled by the Company. |
| 2. |
As part of the strategic relationship agreement with e&, Hatem Dowidar, the Group Chief Executive Officer of e&, was appointed as a Non-Executive Director effective 19 February 2024. As per the terms of the agreement, Hatem does not receive a fee for this role. |
| 3. |
These figures are restated on account of a change to Simon Segars’ applicable tax treatment for the benefits provided. |
Pay in the wider context
Remuneration arrangements
As part of its review of executive remuneration arrangements, the Committee takes account of the pay policies in place across the wider business. This includes considering the structure of remuneration offerings at each level of the business to ensure there is a strong rationale for how packages evolve across the different levels of the organisation.
During the year the Committee reviewed the remuneration structure across the business, which included how our arrangements aligned with our strategy, supported our purpose, and celebrated the Spirit of Vodafone. The update also set out the results of the latest annual fair pay review, including where the key focus areas were and what actions had been agreed locally to implement any required adjustments.
Fair pay at Vodafone
In addition to being a core principle of the Committee, there is a clear culture in our business of ensuring we offer competitive and fair pay to all our people. Our approach across our business is guided by six principles which can be found on our fair pay website through the link below and includes a commitment to gender pay parity. Our commitment to these principles is reflected by the fact that the UK-based Living Wage Foundation has certified us as an Accredited Living Wage employer.
|
|
Click to learn more about our fair pay principles: vodafone.com/fair-pay |
| 102 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Annual Report on Remuneration continued | ||||||||||
In keeping with our fair pay principle of ensuring reward decisions are free from discrimination, each year we publish our UK gender pay gap in line with the statutory UK requirements. Our 2024 report also marked the first year in which we voluntarily reported our ethnicity pay gap for UK employees in our local market and Group entity. Details of our pay gap disclosure can be found in our report linked below.
|
|
Click to learn more about our initiatives, case studies, and key statistics on our dedicated UK pay gap webpage: vodafone.com/uk-pay-gap |
We are proud of the policies that we have put in place to support our employees and we remain committed to addressing all forms of representation at all levels.
Risk management
The Committee undertakes an annual review of the potential risks within our incentive plans and what steps have been taken to mitigate these. The review looks at both the structure of our incentives and the performance conditions used. Given our current structure and performance metrics, the 2025 review focused on risk areas such as capital expenditure and alignment between management and stakeholders.
Stakeholder engagement
The Committee considers all stakeholder groups when setting executive pay including:
| Employees | The Committee is fully briefed on pay arrangements across the business to ensure any decisions on executive pay are made within our wider business context and take into account wider employee pay conditions. We engage with our employees through a variety of means including employee forums, interactive webinars with our executives, global Spirit Beat surveys, and digital platforms, all of which give our people the chance to voice their opinion on any area of interest, including all-employee and executive pay. | |
| Customers | The importance of customers to our strategy is reflected in how our annual bonus plan includes the customer-focused measures of revenue market share, NPS, and churn. | |
| Shareholders | The Committee values the active participation of our shareholders during our consultations and fully considers all feedback as part of the review process. | |
| Government | The Committee actively engages with external professional bodies and government departments when they issue consultations on proposed changes to legislation or reporting guidelines. | |
| Wider society | The Committee is fully aware that society remains concerned about the risk of excessive executive pay practices in the wider market. The Committee believes that transparent reporting and active engagement in explaining both the operation of, and rationale for, executive pay decisions is key for businesses to retain trust in this area. |
Relative spend on pay
The chart below shows both the dividends distributed in the year and the total cost of remuneration in the Group.
€m
|
Further details of the above chart can be found in notes 9 and 24 of the consolidated financial statements. |
CEO pay ratio
The following table sets out our CEO pay ratio figures:
| Year | CEO single figure (£’000) | Method | 25th percentile pay ratio | Median pay ratio | 75th percentile pay ratio | |||||||||||||||
| 2025 | 4,564 | Option B | 97:1 | 60:1 | 50:1 | |||||||||||||||
| 2024 | 4,395 1 | Option B | 106:1 | 69:1 | 50:1 | |||||||||||||||
| 2023 2 | 4,394 | Option B | 127:1 | 62:1 | 47:1 3 | |||||||||||||||
| 2022 | 4,173 | Option B | 113:1 | 73:1 | 48:1 | |||||||||||||||
| 2021 | 3,551 | Option B | 106:1 | 87:1 | 42:1 | |||||||||||||||
| 2020 | 3,529 | Option B | 113.1 | 69.1 | 45.1 | |||||||||||||||
| 2019 4 | 4,359 | Option B | 154:1 | 107:1 | 56:1 | |||||||||||||||
Notes:
| 1. |
The CEO single figure for 2024 has been updated to reflect the final vest price under the GLTI confirmed after the 2024 Annual Report on Remuneration was published. |
| 2. |
The CEO single figure used in the calculation of the 2023 ratios reflects a blended figure for Nick Read and Margherita Della Valle, recognising the change in incumbency for the role during this year. |
| 3. |
The 2023 75th percentile pay ratio is restated from that which was reported in the 2024 Annual Report on Remuneration. |
| 4. |
The CEO single figure used in the calculation of the 2019 ratios reflects a blended figure for Vittorio Colao and Nick Read, recognising the change in incumbency for the role during this year. |
The pay ratio figures in the above table are calculated using the following total pay and benefits information:
| Year | Supporting information |
25th percentile pay
ratio (£’000) |
Median pay ratio
(£’000) |
75th percentile pay
ratio (£’000) |
||||||||||||||||||
|
|
||||||||||||||||||||||
| 2025 | Salary | 40.5 | 67.1 | 76.3 | ||||||||||||||||||
|
|
||||||||||||||||||||||
| Total pay and benefits | 47.0 | 75.7 | 90.5 | |||||||||||||||||||
|
|
||||||||||||||||||||||
| 2024 | Salary | 35.9 | 54.6 | 72.8 | ||||||||||||||||||
|
|
||||||||||||||||||||||
| Total pay and benefits | 41.3 | 63.7 | 88.5 | |||||||||||||||||||
|
|
||||||||||||||||||||||
| 2023 | Salary | 26.5 | 56.1 | 75.6 | ||||||||||||||||||
|
|
||||||||||||||||||||||
| Total pay and benefits | 34.6 | 70.5 | 92.8 | |||||||||||||||||||
|
|
||||||||||||||||||||||
| 2022 | Salary | 31.7 | 47.1 | 71.5 | ||||||||||||||||||
|
|
||||||||||||||||||||||
| Total pay and benefits | 36.9 | 57.5 | 87.2 | |||||||||||||||||||
|
|
||||||||||||||||||||||
| 2021 | Salary | 30.0 | 37.1 | 71.2 | ||||||||||||||||||
|
|
||||||||||||||||||||||
| Total pay and benefits | 33.5 | 41.0 | 85.3 | |||||||||||||||||||
|
|
||||||||||||||||||||||
| 2020 | Salary | 28.0 | 42.8 | 65.0 | ||||||||||||||||||
|
|
||||||||||||||||||||||
| Total pay and benefits | 31.3 | 51.1 | 78.6 | |||||||||||||||||||
|
|
||||||||||||||||||||||
| 2019 | Salary | 23.1 | 36.4 | 65.0 | ||||||||||||||||||
|
|
||||||||||||||||||||||
| Total pay and benefits | 28.3 | 40.8 | 78.2 | |||||||||||||||||||
|
|
||||||||||||||||||||||
The calculation methodology used reflects Option B as defined under the relevant regulations. In line with the relevant regulations this utilises the most recently collected and disclosed data analysed within our Gender Pay Gap report, with employees at the three quartiles identified from this analysis and their respective single figure values calculated. To ensure this data accurately reflects individuals at such quartiles, the single figure values for individuals immediately above and below the identified employee at each quartile within the gender pay gap analysis were also reviewed.
For 2025, CEO pay ratio when compared to the lower quartile and median in 2024 has decreased. The reduction in the ratio is driven by a relatively lower GSTIP and GLTI outcome for 2025 compared to 2024, given that variable pay forms a more significant proportion of the CEOs package compared to other employees.
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 103 | |||||
| Annual Report on Remuneration continued | ||||||||||
Change in remuneration for Directors and all employees
In line with regulatory requirements, the table below calculates the percentage change in Directors’ remuneration (salary, taxable benefits and annual bonus payment) compared to the average remuneration for other Vodafone Group employees in the UK who are measured on comparable business objectives and employed in the same location.
| Change from 2024 to 2025 (%) | Change from 2023 to 2024 (%) | Change from 2022 to 2023 (%) | Change from 2021 to 2022 (%) | Change from 2020 to 2021 (%) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Base salary/ fees |
Taxable
benefits |
Annual
bonus |
Base salary/
fees |
Taxable
benefits |
Annual
bonus |
Base salary/
fees |
Taxable
benefits |
Annual
bonus |
Base salary/
fees |
Taxable
benefits |
Annual
bonus |
Base salary/
fees |
Taxable
benefits |
Annual
bonus |
||||||||||||||||||||||||||||||||||||||||||||||
| Executive Directors | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Margherita Della Valle | 1.0 | 42.5 | -17.8 | 53.6 | 53.8 | 47.6 | 15.1 | 18.2 | 24.6 | 0.0 | 4.8 | 11.6 | 0.0 | -4.5 | 19.3 | |||||||||||||||||||||||||||||||||||||||||||||
| Luka Mucic | 71.6 | 21.7 | 41.0 | – | – | – | – | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Non-Executive Directors | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jean-François van Boxmeer | 0.0 | -20.5 | – | 0.0 | 34.5 | – | 0.0 | 61.1 | – | 118.9 | – | – | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Stephen A. Carter CBE | 0.0 | 33.3 | – | 45.6 | 50.0 | – | – | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Delphine Ernotte Cunci | 0.0 | 0.0 | – | 45.6 | 0.0 | – | – | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Michel Demaré | 0.0 | -50.0 | – | 0.0 | -9.1 | – | 0.0 | 1,000.0 | – | 0.0 | – | – | 0.0 | -100.0 | – | |||||||||||||||||||||||||||||||||||||||||||||
| Simon Dingemans 1 | – | – | – | – | – | – | – | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Hatem Dowidar | – | 400.0 | – | – | – | – | – | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Deborah Kerr | 0.0 | -41.2 | – | 0.0 | 21.4 | – | 1,050.0 | 1,300.0 | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Amparo Moraleda | 17.8 | 0.0 | – | 12.1 | 10.0 | – | 2.2 | 900.0 | – | 19.1 | – | – | – | 0.0 | -100.0 | |||||||||||||||||||||||||||||||||||||||||||||
| David Nish | 21.0 | -10.0 | – | 12.1 | 5.3 | – | 0.0 | 90.0 | – | 0.0 | 900.0 | – | 0.0 | -96.8 | – | |||||||||||||||||||||||||||||||||||||||||||||
| Christine Ramon | 0.0 | 0.0 | – | 161.4 | 1,400.0 | – | – | – | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Simon Segars | 9.5 | -15.3 | – | 73.4 | 933.3 | 2 | – | – | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||||||||||||||||||||||
| Other Vodafone Group employees employed in the UK | 6.1 | 5.3 | -8.6 | 10.2 | 2.7 | 45.7 | 5.8 | 5.2 | -9.6 | 2.5 | 0.3 | 80.0 | 3.8 | 0.2 | 30.2 | |||||||||||||||||||||||||||||||||||||||||||||
Notes:
| 1. |
Simon Dingemans was appointed on 1 January 2025. |
| 2. |
Simon Segar’s 2023 to 2024 taxable benefits figure has been restated from what was reported in the Annual Report on Remuneration in 2024 on account of a change in the tax treatment for benefits. |
The percentage change in remuneration from 2024 to 2025 for Margherita Della Valle and Luka Mucic in respect of taxable benefits and base salary reflect a full period of service in their current roles compared to the 2024 financial year where Luka worked a part year as Group Chief Financial Officer from 1 September 2024, and Margherita became permanent Group Chief Executive on 27 April 2023. This also explains Luka Mucic’s percentage change in annual bonus.
Context on year-on-year percentile changes of prior years outlined in the table above can be found in the Annual Report on Remuneration of the relevant financial year.
Assessing pay and performance
In the table on the right we summarise the Chief Executive’s single figure remuneration over the past 10 years and how our variable pay plans have paid out in relation to the maximum opportunity. This can be compared with the historic TSR performance over the same period. The chart below shows the performance of the Company relative to the STOXX Europe 600 Index over a 10-year period. The STOXX Europe 600 Index was selected as this is a broad-based index that includes markets in which we operate. It should be noted that the TSR element of the 2023 GLTI is based on the TSR performance shown in the chart on page 98 and not this chart.
Ten year historical TSR performance
Growth in the value of a hypothetical € 100 holding over ten years
| 104 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Annual Report on Remuneration continued | ||||||||||
Financial year remuneration for Chief Executive
Notes:
| 1. |
Reflects the single figure in respect of Vittorio Colao for the period of 1 April 2018 to 30 September 2018. |
| 2. |
Reflects the single figure in respect of Nick Read for the period of 1 October 2018 to 31 March 2019. |
| 3. |
Reflects the single figure in respect of Nick Read for the period of 1 April 2022 to 31 December 2022. |
| 4. |
Reflects the single figure in respect of Margherita Della Valle for the period of 1 January 2023 to 31 March 2023. |
| 5. |
The single figure for 2024 has been updated to reflect the final vest price under the GLTI confirmed after the 2024 Annual Report on Remuneration was published. |
2026 remuneration
Remuneration arrangements
Details of how key elements of the Remuneration Policy will be implemented for the 2026 financial year are set out below.
| 2026 base salaries |
As part of this year’s review, conducted in March 2025, the Committee reviewed executive remuneration arrangements against its comparator group of FTSE 30 companies (excluding financial services) and industry peers.
Following the review the Committee agreed that effective 1 July 2025 the salary for Margherita will increase by 3.5% to keep it well positioned against the market. The level of increase is in line with the budget applicable for the wider UK workforce in Vodafone. It was agreed that the base salary of Luka Mucic will remain unchanged. As a result, the salaries for the Executive Directors are as follows:
| – |
Group Chief Executive (Margherita Della Valle): £1,293,750 (3.5% increase) |
| – |
Group Chief Financial Officer (Luka Mucic): £760,000 (no change) |
| 2026 annual bonus (‘GSTIP’) |
Following its annual review of the GSTIP structure, the Committee agreed that the performance measures and associated weightings continue to support strategic priorities and therefore the 2026 plan should remain unchanged from 2025 as follows:
Growth (70% of total)
Service revenue (20%); adjusted EBIT (20%); adjusted free cash flow (20%); and revenue market share (10%).
Customers (30% of total)
Net promoter score 1 (20%); and churn (10%).
Note:
| 1. |
The assessment of NPS utilises data collected in our local markets which is validated for quality and consistency by independent third-party agencies. |
Due to the potential impact on our commercial interests, annual bonus targets are considered commercially sensitive and therefore will be disclosed in the 2026 Remuneration Report following the completion of the financial year.
| Long-term incentive (‘GLTI’) awards for 2026 |
Awards for 2026 will be made in line with the arrangements described in our policy on pages 109 and 110 . Vesting of the 2025 award will be subject to adjusted free cash flow (60% of total award), relative TSR (30% of total award), and ESG (10% of total award) performance. Performance will be measured over the three financial years ending 31 March 2028, and any net vested shares will be subject to an additional two-year holding period. It is anticipated that the final awards will be reviewed by the Committee at the July 2025 meeting and, subject to the Committee’s approval, will be granted shortly afterwards.
Further details of the 2026 award targets are provided below.
Adjusted free cash flow (60% of total award)
Details of the final three-year adjusted free cash flow target range will be disclosed in the relevant market announcement at the time of grant and published in the 2026 Directors’ Remuneration Report.
Relative TSR (30% of total award)
Following the annual review of the performance measures, which included a review of analysis provided by the Committee’s external advisers, the Committee determined that the TSR outperformance range for the 2026 award should be set at 7.0% p.a. at maximum. The Committee reviewed the TSR peer group and agreed to remove Telecom Italia on the basis that is no longer a relevant market for Vodafone following the sale of our Italian business. Further details on the TSR outperformance range and peer group for the 2026 award are set out in the tables below.
| Relative TSR (30% of total award) | TSR outperformance |
Vesting (% of relative TSR element) |
||||||
| Below threshold | Below median | 0.0% | ||||||
| Threshold | Median | 20.0% | ||||||
| Maximum | 7.0% p.a. | 100.0% | ||||||
| TSR peer group | ||||||||
| BT Group | Orange | MTN | Telefónica | |||||
| Deutsche Telekom | Liberty Global | |||||||
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 105 | |||||
| Annual Report on Remuneration continued | ||||||||||
Straight-line vesting occurs for performance between threshold and maximum.
ESG (10% of total award)
The table below sets out how performance under the ESG measure for the 2026 award will be assessed against two quantitative ambitions:
| Purpose focus area | Metric for 2025 GLTI | Overall ambition |
Baseline position for
2026 GLTI |
Ambition for 2026 GLTI | ||||
| Protecting our Planet | Net zero | 90% reduction in Scope 1 & 2 emissions by 2030 against a FY20 baseline | 83.7% reduction in Scope 1 & 2 emissions versus a FY20 baseline at 31 March 2025 |
86.5% reduction in Scope 1 & 2 emissions versus a FY20 baseline by 31 March 2028 |
||||
| Empowering People | Female representation in management | 40% representation of women in management by 2030 | 37% representation of women in management at 31 March 2025 |
38% representation of women in management by 31 March 2028 |
||||
Each ambition for the 2026 award has been set by considering both our externally communicated targets and our internal progress as at 31 March 2025.
At the end of the performance period the Committee will assess achievement across the two metrics against the stated ambitions and determine vesting under this element. Full disclosure of the rationale for the final vesting decision will be provided in the relevant Directors’ Remuneration Report.
2026 remuneration for the Chair and Non-Executive Directors
Fees for our Chair and Non-Executive Directors have been benchmarked against the FTSE 30 (excluding financial services companies). Following this year’s review, it was agreed that the current fee for the Chair of the Board would increase. It was also decided to introduce an additional committee membership fee for our Non-Executive Directors, effective 1 August 2025. The committee membership fee would be in addition to the basic fee which remains unchanged. Details of the 2026 fee levels are set out in the table below.
| Fees payable |
2026
£’000 |
2025 £’000 |
||||||||||
| Chair 1 | 700 | 650 | ||||||||||
| Non-Executive Director (basic fee) | 115 | 115 | ||||||||||
| Senior Independent Director | 35 | 35 | ||||||||||
| Committee Chair: Audit and Risk | 40 | 40 | ||||||||||
| Committee Chair: ESG, Remuneration and Technology | 35 | 35 | ||||||||||
| Committee Membership: Audit and Risk | 20 | – | ||||||||||
| Committee Membership: ESG, Nominations and Governance, Remuneration and Technology | 15 | – | ||||||||||
Note:
| 1. |
The Chair does not receive additional fees for committee memberships. |
Further remuneration information
Dilution
All awards are made under plans that incorporate dilution limits as set out in the 2023 Investment Association Principles of Remuneration. We note the 2024 Investment Association principles incorporate a revised approach to these limits. The current estimated dilution from subsisting executive awards is approximately 3.4% of the Company’s share capital at 31 March 2025 (2.8% at 31 March 2024), whilst from all-employee share awards it is approximately 0.3% (0.3% at 31 March 2024). This gives a total dilution of 3.7% (3.1% at 31 March 2024).
Service contracts
The terms and conditions of appointment of our Directors are available for inspection at the Company’s registered office during normal business hours and at the Annual General Meeting (for 15 minutes prior to the meeting and during the meeting). The Executive Directors have notice periods in their service contracts of 12 months. The Non-Executive Directors’ letters of appointment do not contain provision for notice periods or for compensation if their appointments are terminated.
External advisers
The Committee seeks and considers advice from independent remuneration advisers where appropriate. The appointed advisers, WTW, were appointed by the Committee in 2007. The Chair of the Committee has direct access to these advisers as and when required, and the Committee determines the protocols by which these advisers interact with management in support of the Committee. The advice and recommendations of the external advisers are used as a guide, but do not serve as a substitute for thorough consideration of the issues by each Committee member. Advisers attend Committee meetings occasionally, as and when required by the Committee.
WTW is a member of the Remuneration Consultants’ Group and, as such, voluntarily operates under the Remuneration Consultants’ Group Code of Conduct in relation to executive remuneration consulting in the UK. This is based upon principles of transparency, integrity, objectivity, competence, due care, and confidentiality by executive remuneration consultants. WTW has confirmed that it adhered to that Code of Conduct throughout the year for all remuneration services provided to Vodafone and therefore the Committee is satisfied that it is independent and objective. The Remuneration Consultants’ Group Code of Conduct is available at remunerationconsultantsgroup.com.
| Adviser | Appointed by | Services provided to the Committee |
Fees for services provided to the Committee £’000 1 |
Other services provided
to the Company |
||||
| WTW | Remuneration Committee in 2007 |
Advice on market
practice; governance; provision of market data on executive reward; reward consultancy; and performance analysis. |
£130 |
Reward and benefits
consultancy; provision of benchmark data; outsourced pension administration; and insurance consultancy services. |
||||
Note:
| 1. |
Fees are determined on a time spent basis. |
| 106 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Annual Report on Remuneration continued | ||||||||||
2023 Annual General Meeting – Remuneration Policy voting results
At the 2023 Annual General Meeting there was a binding vote on our Remuneration Policy. Details of the voting outcomes are provided in the table below.
| Votes for | % | Votes against | % | Total votes | Withheld | |||||||||||||||||||
| Remuneration Policy | 16,676,713,036 | 95.18 | 845,122,413 | 4.82 | 17,521,835,449 | 435,210,254 | ||||||||||||||||||
2024 Annual General Meeting – Remuneration Report voting results
At the 2024 Annual General Meeting there was an advisory vote on our Remuneration Report. Details of the voting outcomes are provided in the table below.
| Votes for | % | Votes against | % | Total votes | Withheld | |||||||||||||||||||
| Remuneration Report | 16,115,961,645 | 96.42 | 598,663,163 | 3.58 | 16,714,624,808 | 29,944,036 | ||||||||||||||||||
This report on remuneration has been approved by the Board of Directors and signed on its behalf by:
/s/ Amparo Moraleda
Amparo Moraleda
On behalf of the Remuneration Committee
3 June 2025
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 107 | |||||
| Remuneration Policy | ||||||||||
Remuneration Policy – notes to reader
No changes have been made to our policy since its approval at the 2023 Annual General Meeting which was held on 25 July 2023. Our approved Policy Report is available on our website at vodafone.com, and has been reproduced below in the shaded boxes exactly as it was set out in the 2023 Annual Report. As such some of the policy wording, including references to the 2023 Annual General Meeting and page number references, is now out of date.
|
Remuneration Policy In this forward-looking section we describe our Remuneration Policy for the Board. This includes our considerations when determining policy, a description of the elements of the reward package, including an indication of the potential future value of this package for the Executive Directors, and the policy applied to the Chair and Non-Executive Directors.
We will be seeking shareholder approval for our Remuneration Policy at the 2023 Annual General Meeting (‘AGM’) and we intend to implement it at that point. A summary and explanation of the proposed changes to the current Remuneration Policy is provided on page 85 . The proposed Remuneration Policy submitted for shareholders’ approval at the 2023 AGM does not differ substantively from the Remuneration Policy approved by shareholders in 2020 except for changes made to align the terms of the Remuneration Policy with the drafting of the rules of the new Global Incentive Plan 2023, which is also being submitted for shareholders’ approval at the 2023 AGM. Subject to approval, we will review our Remuneration Policy each year to ensure that it continues to support our Company strategy and, if it is necessary to make a change to our Remuneration Policy within the next three years, we will seek prior shareholder approval for the change.
Considerations when determining our Remuneration Policy To avoid conflicts of interest, the Remuneration Committee is entirely comprised of Non-Executive Directors (who are not eligible to participate in the Company’s annual bonus or long-term incentive arrangements) and the Remuneration Committee ensures that individuals are not present when the Remuneration Committee discusses their own remuneration. A critical consideration for the Remuneration Committee when determining our Remuneration Policy is to ensure that it supports our Company purpose, strategy, and business objectives.
A variety of stakeholder views are taken into account when determining executive pay, including those of our shareholders, colleagues, and external bodies. Further details of how we engage with, and consider the views of, each of these stakeholders are set out on page 100 .
In advance of submitting our Remuneration Policy for shareholder approval we ran a thorough consultation exercise with our major shareholders. We invited our top 25 shareholders (constituting a combined holding of c.50% of our issued share capital at the time of engagement) and a number of key governance stakeholders to comment on remuneration at Vodafone and to provide feedback on the proposed changes to the current Remuneration Policy which was approved at the 2020 AGM. A number of meetings between shareholders and the Remuneration Committee Chair took place during this consultation period.
Listening to and consulting with our employees is very important and the Remuneration Committee is supportive of the activities undertaken to engage the employee voice. Our engagement with employees can take different forms in different markets but includes a variety of channels and
|
approaches including our annual people survey which attracts very high levels of participation and engagement, regular business leader Q&A sessions, and a number of internal digital communication platforms.
Our Workforce Engagement Lead also undertakes an annual attendance at our European employee forum, and a similar body which covers our African markets, with any questions or concerns raised by the employee representatives presented directly to the Board for consideration and discussion. Any actions taken by the Board are then fed back to these forums to ensure a two-way dialogue.
Whilst we do not formally consult directly with employees on the Remuneration Policy nor is any fixed remuneration comparison measurement used when determining the Remuneration Policy for Executive Directors, the Remuneration Committee is briefed on pay and employment conditions of employees in the Vodafone Group, with particular reference to the market in which the executive is based. The Company operates Sharesave, a UK all-employee share plan, as well as other discretionary share-based incentive arrangements, which means that the wider workforce have the opportunity to become shareholders in the Company and be able to vote on the Remuneration Policy in the same way as other shareholders. Further information on our approach to remuneration for other employees is given on page 90 .
Performance measures and targets Our Company strategy and business objectives are the primary consideration when we are selecting performance measures for our incentive plans. The targets within our incentive plans that are related to internal financial measures (such as revenue, profit and cash flow) are typically determined based on our budgets. Targets for strategic and external measures (such as customer-focused metrics, ESG measures, and total shareholder return (‘TSR’)) are set based on Company objectives and in light of the competitive marketplace. The threshold and maximum levels of performance are set to reflect minimum acceptable levels at threshold and very stretching levels at maximum.
As in previous Remuneration Reports, we will disclose the details of our performance metrics for our short- and long-term incentive plans. However, our annual bonus targets are commercially sensitive and therefore we will only disclose our targets in the Remuneration Report following the completion of the financial year. We will normally disclose the targets for each long-term award in the Remuneration Report for the financial year preceding the start of the performance period.
At the end of each performance period we review performance against the targets, using judgement to account for items such as (but not limited to) mergers, acquisitions, disposals, foreign exchange rate movements, changes in accounting treatment, material one-off tax settlements etc. The application of judgement is important to ensure that the final assessments of performance are fair and appropriate. |
| 108 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Remuneration Policy | ||||||||||
|
Malus and clawback The Remuneration Committee reviews the incentive plan results before any payments are made to executives or any shares vest and has full discretion to adjust the final payment or vesting if they believe circumstances warrant it. In particular, the Remuneration Committee has the discretion to use either malus or clawback as it sees appropriate. In the case of malus, the award may lapse wholly or in part, may vest to a lesser extent than it would otherwise have vested or vesting may be delayed.
|
|
In the case of clawback, the Remuneration Committee may recover bonus amounts that have been paid up to three years after the relevant payment date, or recover share awards that have vested up to five years after the relevant grant date. In line with best practice guidance, the key trigger events for the use of |
|
the clawback arrangements include material misstatement of results, material miscalculation of performance condition outcomes, the Executive Director’s gross misconduct, or breach of their restrictive covenants, the Executive Director causing a material financial loss to the Group as a result of reckless or negligent conduct or inappropriate values or behaviour, corporate failure or serious reputational damage.
Subject to approval of this Remuneration Policy, these arrangements will be applicable to all bonus amounts paid, or share awards granted, following the 2023 AGM. The current clawback arrangements, which are set out in the Remuneration Policy approved by shareholders at the 2020 AGM, have been applicable to all bonus amounts paid, or share awards granted, since the 2020 AGM. |
The Remuneration Policy table
The table below summarises the main components of the reward package for Executive Directors.
|
Fixed pay: Base salary
|
||
| Purpose and link to strategy | To attract and retain the best talent | |
| Operation | Salaries are usually reviewed annually and fixed for 12 months commencing 1 July. | |
|
Decisionsare influenced by: |
||
|
– the level of skill, experience and scope of responsibilities; |
||
|
– business performance, scarcity of talent, economic climate and market conditions; |
||
|
– increases elsewhere within the Group; and |
||
|
– external comparator groups (which are used for reference purposes only) made up of companies of similar size and complexity to Vodafone. |
||
| Opportunity | Average salary increases for existing Executive Committee members (including Executive Directors) will not normally exceed average increases for employees in other appropriate parts of the Group. Increases above this level may be made in specific situations. These situations could include (but are not limited to) internal promotions, changes to role, material changes to the business and exceptional Company performance. | |
|
Performance metrics
|
None. | |
|
Fixed pay: Pension
|
||
| Purpose and link to strategy | To remain competitive within the marketplace | |
| Operation |
– Executive Directors may choose to participate in the defined contribution pension scheme or to receive a cash allowance in lieu of pension. |
|
| Opportunity |
– The pension contribution or cash payment is equal to the maximum employer contribution available to our UK employees under our Defined Contribution scheme (currently 10% of annual gross salary). |
|
| Performance metrics |
None. |
|
|
Fixed pay: Benefits
|
||
| Purpose and link to strategy | To aid retention and remain competitive within the marketplace | |
| Operation |
– Travel-related benefits. These may include (but are not limited to) a company car or cash allowance, fuel and access to a driver where appropriate. |
|
|
– Private medical, death and disability insurance and annual health checks for the Executive Directors and their families. |
||
|
– In the event that we ask an individual to relocate we would offer them support in line with Vodafone’s relocation and international assignment policies. This may cover (but is not limited to) relocation, cost of living allowance, housing, home leave, education support, and tax equalisation and advice. |
||
|
– Legal and tax support fees if appropriate. |
||
|
– Other benefits are also offered in line with the benefits offered to other employees, for example, our all-employee share plan, mobile phone discounts, maternity/paternity benefits, sick leave, paid holiday etc. |
||
| Opportunity |
– Benefits will be provided in line with appropriate levels indicated by local market practice in the country of employment, though no monetary maximum has been set. |
|
|
– We expect to maintain benefits at the current level but the value of any benefit may fluctuate depending on, amongst other things, personal situation, insurance premiums and other external factors. |
||
| Performance metrics | None. | |
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 109 | |||||
| Remuneration Policy continued | ||||||||||
|
Annual bonus – Global Short-Term Incentive Plan (‘GSTIP’)
|
||
| Purpose and link to strategy |
To drive behaviour and communicate the key priorities for the year.
To motivate employees and incentivise delivery of performance over the one-year operating cycle.
The financial metrics drive our growth strategies whilst also focusing on improving operating efficiencies.
The strategic measures aim to ensure a great customer experience remains at the heart of what we do. |
|
| Operation |
– Bonus levels and the appropriateness of measures and weightings are reviewed annually to ensure they continue to support our strategy. – Performance over the financial year is measured against stretching financial and non-financial performance targets set at the start of the financial year. – The annual bonus is usually paid in cash in June each year for performance over the previous year. A mandatory deferral of 25% of post-tax bonus earned into shares for two years will normally apply except where an Executive Director has met or exceeded their share ownership requirement. The Remuneration Committee retains the discretion to adjust the size of the bonus based on the achievement of the relevant performance conditions to reflect the Company’s and the Executive Director’s underlying performance and any other factors the Remuneration Committee considers appropriate. |
|
| Opportunity |
– Bonuses can range from 0 to 200% of base salary, with 100% paid for on-target performance. |
|
| Performance metrics |
– Performance over each financial year is measured against stretching targets set at the beginning of the year. – The performance measures normally comprise a mix of financial and strategic measures. Financial measures may include (but are not limited to) profit, revenue and cash flow with a weighting of no less than 50%. Strategic measures may include (but are not limited to) customer appreciation KPIs such as churn, revenue market share, and NPS. |
|
|
Long-term incentive – Global Long-Term Incentive Plan (‘GLTI’) |
||
| Purpose and link to strategy |
To motivate and incentivise delivery of sustained performance over the long term.
To support and encourage greater shareholder alignment through a high level of personal share ownership.
The use of free cash flow as the principal performance measure ensures we apply prudent cash management and rigorous capital discipline to our investment decisions.
The use of TSR along with a performance period of not less than three years means that we are focused on the long-term interests of our shareholders.
The use of ESG metrics reflects the importance of our performance and progress against our long-term ambitions in this area. |
|
| Operation |
– Award levels and the framework for determining vesting are reviewed annually. – Long-term incentive awards consist of awards of shares subject to performance conditions which are granted in respect of any financial year. – Awards will vest based on Group performance against the performance metrics set out below, measured over a period of normally not less than three years. In exceptional circumstances, such as but not limited to where a delay to the grant date is required, the Remuneration Committee may set a vesting period of less than three years, although awards will continue to be subject to a performance period of at least three years. – Awards may be subject to a mandatory two-year post-vesting holding period before the underlying shares can be sold. – Dividend equivalents are paid in cash and/or shares by reference to the vesting period (and holding period, if applicable) in respect of shares that vest. |
|
| Opportunity |
– Maximum long-term incentive face value at award of 500% of base salary for the Chief Executive and 450% for other Executive Directors in respect of any financial year. – Threshold long-term incentive face value at award is 20% of maximum opportunity. Minimum vesting is 0% of maximum opportunity. Awards vest on a straight-line basis between threshold and maximum. – The Remuneration Committee retains the discretion to adjust the extent to which an award vests based on the achievement of the relevant performance conditions and to reflect the Company’s and Executive Director’s underlying performance and any other factors the Remuneration Committee considers appropriate. In addition, the Remuneration Committee has the discretion to reduce long-term incentive grant levels for Executive Directors who have neither met their shareholding guideline nor increased their shareholding by 100% of salary during the year. |
|
| Performance metrics |
– Performance is measured against stretching targets set at the time of grant. – Vesting is determined based on the following measures: adjusted free cash flow as our operational performance measure, relative TSR against a peer group of companies as our external performance measure, and ESG as a measure of our external impact and commitment to our purpose. – Weightings will be determined each year and will normally constitute 60% on adjusted free cash flow, 30% on relative total shareholder return, and 10% on ESG. The Remuneration Committee will determine the actual weighting of an award prior to grant, taking into account all relevant information. |
|
| 110 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Remuneration Policy continued | ||||||||||
Notes to the Remuneration Policy table
Existing arrangements
We will honour existing awards, incentives, benefits and contractual arrangements made to individuals prior to their promotion to the Board and/or prior to the approval and implementation of this Remuneration Policy. For the avoidance of doubt this includes payments in respect of any award granted under any previous Remuneration Policy. This will last until the existing incentives vest (or lapse) or the benefits or contractual arrangements no longer apply.
Long-term incentive (‘GLTI’)
When referring to our long-term incentive awards we use the financial year end in which the award was made. For example, the ‘2023 award’ was made in the financial year ending 31 March 2023. The awards are usually made in the first half of the financial year.
The extent to which awards vest depends on three performance conditions:
| – |
underlying operational performance as measured by adjusted free cash flow; |
| – |
relative Total Shareholder Return (‘TSR’) against a peer group median; and |
| – |
performance against our Environmental, Social, and Governance (‘ESG’) targets. |
Further details of these performance conditions are set out below. The Remuneration Committee reserves the right during the lifetime of the Remuneration Policy to change the performance conditions applicable to GLTI awards to other financial, shareholder return and strategic metrics, if the Remuneration Committee determines that to do so would be in the best interests of the Company. However, in such circumstances, the majority of the GLTI awards would continue to remain subject to financial performance targets. The Remuneration Committee would engage with major shareholders prior to changing the performance conditions applicable to GLTI awards in this way.
Adjusted free cash flow
The free cash flow performance is based on the cumulative adjusted free cash flow figure over the performance period. The detailed targets and the definition of adjusted free cash flow are determined each year as appropriate. The target adjusted free cash flow level is set by reference to our long-range plan and market expectations. The Remuneration Committee sets these targets to be sufficiently demanding and with significant stretch.
The cumulative adjusted free cash flow vesting levels as a percentage of the award subject to this performance element are shown in the table below (with linear interpolation between points):
|
Performance |
|
Vesting percentage
(% of FCF element) |
|
|
| Below threshold | 0% | |||
| Threshold | 20% | |||
| Maximum | 100% |
|
Relative TSR We have a limited number of appropriate peers and this makes the measurement of a relative ranking system volatile. As such, the outperformance of the median of a peer group is felt to be the most appropriate TSR measure. The peer group and outperformance range for the performance condition are reviewed each year and amended as appropriate.
The TSR vesting levels as a percentage of the award subject to this performance element are shown in the table below (with linear interpolation between points):
|
|
|||
|
Performance |
|
Vesting percentage
(% of TSR element) |
|
|
| Below threshold | 0% | |||
| Threshold (median) | 20% | |||
| Maximum (outperformance of median as determined per award) | 100% | |||
|
In order to determine the percentages for the equivalent outperformance levels above median, the Remuneration Committee seeks independent external advice.
ESG performance Our ESG targets are set on an annual basis (in accordance with our approach for our other performance measures) and are aligned to our externally communicated ambitions in this area. Where performance is below the agreed ambition, the Remuneration Committee will use its discretion to assess vesting based on performance against the stated ambition and any other relevant information.
Remuneration policy for other employees While our remuneration policy follows the same fundamental principles across the Group, packages offered to employees reflect differences in market practice in the different countries, role and seniority.
For example, the remuneration package elements for our Executive Committee are essentially the same as for the Executive Directors with some minor differences, for example smaller levels of share awards and local variances where appropriate. The remuneration for the next level of management, our Senior Leadership Team, again follows the same principles with local and/or individual performance aspects in the annual bonus targets and GLTI awards. They also receive lower levels of share awards which are partly delivered in conditional share awards without performance conditions.
Estimates of total future potential remuneration from 2024 pay packages The tables below provide estimates of the potential future remuneration for Executive Directors based on the remuneration opportunity to be granted in the 2024 financial year. Potential outcomes based on different performance scenarios are provided in accordance with the relevant regulatory requirements. |
|
|||
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 111 | |||||
| Remuneration Policy continued | ||||||||||
|
The assumptions underlying each scenario are described below.
|
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||
| Fixed |
Consists of base salary, benefits and pension. |
|
||||||||||||||||||||
|
Base salary is at 1 July 2023. |
|
|||||||||||||||||||||
|
Benefits are valued using the figures in the total remuneration for the 2023 financial year table on page 94 (of the 2023 annual report). |
|
|||||||||||||||||||||
|
Pensions are valued by applying cash allowance rate of 10% of base salary at 1 July 2023. |
|
|||||||||||||||||||||
|
|
Base
(£’000) |
|
|
Benefits
(£’000) |
|
|
Pension
(£’000) |
|
|
Total fixed
(£’000) |
|
|||||||||||
|
|
||||||||||||||||||||||
| Group Chief Executive and | 1,250 | 26 | 125 | 1,401 | ||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||
|
|
||||||||||||||||||||||
| Mid-point |
Based on what a Director would receive if performance was in line with the Company’s business plan. |
|
||||||||||||||||||||
|
The opportunity for the annual bonus (‘GSTIP’) is 100% of base salary under this scenario. |
|
|||||||||||||||||||||
| The opportunity for the long-term incentive (‘GLTI’) reflects assumed achievement mid-way between threshold and maximum performance. |
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||
| Maximum |
The maximum award opportunity for the GSTIP is 200% of base salary. |
|
||||||||||||||||||||
| The maximum GLTI opportunity reflects full vesting based on the maximum award levels set out in this Remuneration Policy (i.e. 500% of base salary for the Chief Executive and 450% of base salary for the Chief Financial Officer). |
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||
| Maximum +50% | The same assumptions apply as for ‘Maximum’ but with a 50% uplift in the value of the GLTI award. |
|
||||||||||||||||||||
|
|
||||||||||||||||||||||
| All scenarios | Long-term incentives consist of share awards only which are measured at face value, i.e. no assumption is made for dividend equivalents which may be payable. |
|
||||||||||||||||||||
|
|
||||||||||||||||||||||
|
Margherita Della Valle |
|
|||||||||||||||||||||
|
Group Chief Executive and Chief Financial Officer £000 |
|
|||||||||||||||||||||
|
|
|
|||||||||||||||||||||
|
Recruitment remuneration Our approach to recruitment remuneration is to pay no more than is necessary and appropriate to attract the right talent to the role.
The Remuneration Policy table (pages 88 and 89 ) sets out the various components which would be considered for inclusion in the remuneration package for the appointment of an Executive Director. Any new Director’s remuneration package will take into account the elements and constraints of those of the existing Directors performing similar roles and the individual circumstances of the new Director. This means a potential maximum bonus opportunity of 200% of base salary and long-term incentive maximum face value of opportunity at award of 500% of base salary.
When considering the remuneration arrangements of individuals recruited from external roles to the Board, we will take into account the remuneration package of that individual in their prior role. We only provide additional compensation to individuals for awards forgone. If necessary we will seek to replicate, as far as practicable, the level and timing of such remuneration, taking into account also any remaining performance requirements applying to it. This will be achieved by granting awards of cash or shares that vest over a timeframe similar to those forfeited and, if appropriate, based on performance conditions. A commensurate reduction in quantum will be applied where it is determined that the new awards are either not subject to performance conditions or subject to performance conditions that are not as stretching as those of the awards forfeited. Where it is not practicable to grant these ‘buy-out’ awards using the GLTI rules submitted to shareholders at the 2023 AGM, the Company may grant these awards using bespoke arrangements.
Service contracts of Executive Directors Executive Directors’ contracts have rolling terms and can be terminated with no more than 12 months’ notice.
The key elements of the service contract for Executive Directors relate to remuneration, payments on loss of office (see next page), and restrictions during active employment (and for 12 months thereafter). These restrictions include non-competition and non-solicitation of customers and employees.
Treatment of corporate events All of the Company’s share plans contain provisions relating to a change of control of the Company. Outstanding awards and options would normally vest and become exercisable on a change of control taking into account, in respect of GLTI awards, the extent to which, in the Remuneration Committee’s opinion, any relevant performance conditions are satisfied, the Company’s and the Executive Director’s performance, any other relevant factors and, unless the Remuneration Committee determines otherwise, the proportion of the vesting period that has elapsed.
In the event of a demerger, distribution (other than an ordinary dividend) or other transaction which would affect the current or future value of any award, the Remuneration Committee may allow awards to vest on the same basis as for a change of control described above. Alternatively, an adjustment may be made to the number of shares if considered appropriate.
|
| 112 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Remuneration Policy continued | ||||||||||
| Payments for departing Executive Directors | ||
|
In the table below we summarise the key elements of our Remuneration Policy on payments for loss of office. We will always comply both with the relevant plan rules and local employment legislation. The Remuneration Committee may make any statutory payment that is required in any relevant jurisdiction. |
||
| Provision | Policy | |
| Notice period and compensation for loss of office in service contracts |
– 12 months’ notice from the Company to the Executive Director. – Up to 12 months’ base salary and contractual benefits (in line with the notice period). Notice period payments will either be made as normal (if the Executive Director continues to work during the notice period or is on gardening leave) or they will be made as monthly payments in lieu of notice (subject to mitigation if alternative employment is obtained). |
|
| Treatment of annual bonus (‘GSTIP’) on termination under plan rules |
– The annual bonus may be pro-rated for the period of service during the financial year and will reflect the extent to which Company performance has been achieved. The annual bonus may be paid in such proportions of cash and shares, and subject to such deferral arrangements, as the Remuneration Committee may determine. – The Remuneration Committee has discretion to adjust the entitlement to an annual bonus to reflect the individual’s performance and the circumstances of the termination. |
|
| Treatment of unvested long- term incentive awards (‘GLTI’) on termination under plan rules |
– Normally, unvested GLTI awards will lapse when an Executive Director leaves the Group. However, an Executive Director’s award will vest in accordance with the terms of the plan to the extent determined by the Remuneration Committee taking into account applicable performance conditions, the underlying performance of the Company and of the Executive Director and any other relevant factors, if the Executive Director dies in service or leaves because of their ill health, injury, disability, redundancy or retirement, or the sale of their employing company or business out of the Group or for any other reason determined by the Remuneration Committee, more than five months after the month in which the award is granted. The Remuneration Committee has discretion to determine whether the award will vest at the normal vesting date or earlier. The Remuneration Committee will determine the satisfaction of performance conditions applicable to the award. Awards will, unless the Remuneration Committee determines otherwise, be pro-rated for the proportion of the vesting period that had elapsed at the date the Executive Director leaves the Group. – The Remuneration Committee has discretion to vary the level of vesting as deemed appropriate, and in particular to determine that awards should not vest for reasons which may include, at their absolute discretion, departure in case of poor performance, departure without the agreement of the Board, or detrimental competitive activity. |
|
|
Pension and benefits |
– Generally pension and benefit provisions will continue to apply until the termination date. – Where appropriate other benefits may be receivable, such as (but not limited to) payments in lieu of accrued holiday, legal fees, tax advice costs in relation to the termination and outplacement support. – Benefits of relatively small value may continue after termination where appropriate, such as (but not limited to) mobile phone provision. |
|
|
In exceptional circumstances, an arrangement may be established specifically to facilitate the exit of a particular individual albeit that any such arrangement would be made within the context of minimising the cost to the Group. We will only take such a course of action in exceptional circumstances and where it is considered to be in the best interests of shareholders. |
||
| Chair and Non-Executive Directors’ remuneration | ||
|
Our policy is for the Chair to review the remuneration of Non-Executive Directors annually following consultation with the Remuneration Committee Chair. Fees for the Chair are set by the Remuneration Committee.
|
||
| Element | Policy | |
| Fees |
– We aim to pay competitively for the role including consideration of the time commitment required. We benchmark the fees against an appropriate external comparator group. We pay a fee to our Chair which includes fees for chair of any committees. We pay a fee to each of our other Non-Executive Directors and they may receive an additional fee if they chair or are a member of a committee and/or hold the position of Senior Independent Director (although the Remuneration Committee does not currently intend to award additional fees for serving on a Board committee, other than for chairing that committee). Non- Executive Directors’ fee levels are set within the maximum level as approved by shareholders as part of our Articles of Association. We review the structure of fees from time to time and may, as appropriate, make changes to the manner in which total fees are structured, including but not limited to any additional chair or membership fees. |
|
| Allowances |
– Under a legacy arrangement, an allowance is payable each time certain non- Europe-based Non-Executive Directors are required to travel to attend Board and committee meetings to reflect the additional time commitment involved. |
|
| Incentives |
– Non-Executive Directors do not participate in any incentive plans. |
|
| Benefits |
– Non-Executive Directors do not participate in any benefit plans. The Company does not provide any contribution to their pension arrangements. The Chair is entitled to the use of a car and a driver whenever and wherever they are providing their services to or representing the Company. We have been advised that for Non-Executive Directors, certain travel and accommodation expenses in relation to attending Board meetings should be treated as a taxable benefit, therefore we also cover the tax liability for these expenses. |
|
| Non-Executive Director letters of appointment | ||
|
Non-Executive Directors are engaged on letters of appointment that set out their duties and responsibilities. The appointment of Non-Executive Directors may be terminated without compensation. Non-Executive Directors are generally not expected to serve for a period exceeding nine years. For further information refer to the Nominations and Governance Committee section of the Annual Report. |
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report on Form 20-F 2025
|
113
|
|||||
|
|
||||||
|
Board member independence
|
Different tests of independence for Board members are applied under the 2018 UK Corporate Governance Code (the ‘Code’) and the NASDAQ listing rules (the ‘NASDAQ Listing Rules’). The Board is not required to take into consideration NASDAQ’s detailed definitions of independence as set out in the NASDAQ Listing Rules. The Board has carried out an assessment based on the independence requirements of the Code and has determined that, in its judgement, with the exception of Hatem Dowidar, each of Vodafone’s
Non-Executive
Directors is independent within the meaning of those requirements.
|
|||||
|
|
||||||
|
Committees
|
The NASDAQ Listing Rules require US companies to have a nominations committee, an audit committee and a compensation committee, each composed entirely of independent directors, with the nominations committee and the audit committee each required to have a written charter that addresses the committee’s purpose and responsibilities, and the compensation committee having sole authority and adequate funding to engage compensation consultants, independent legal counsel and other compensation advisers.
|
|||||
|
– Our Nominations and Governance Committee is chaired by the Chair of the Board and based on the independence requirements of the Code, with the exception of Hatem Dowidar, its other members are independent
Non-Executive
Directors.
|
||||||
|
– Our Remuneration Committee is composed entirely of independent Non-Executive Directors.
|
||||||
|
– Our Audit and Risk Committee is composed entirely of
Non-Executive
Directors, each of whom (i) the Board has determined to be independent based on the independence requirements of the Code; and (ii) meets the independence requirements of the US Securities Exchange Act of 1934 (the ‘Exchange Act’).
|
||||||
|
– We have terms of reference for our Nominations and Governance Committee, Audit and Risk Committee and Remuneration Committee, all of which comply with the requirements of the Code and are available for inspection on our website at vodafone.com/governance.
|
||||||
|
– These terms of reference are generally responsive to the relevant NASDAQ Listing Rules, but may not address all aspects of these rules.
|
||||||
|
|
||||||
|
Securities dealing policy
|
Vodafone Group Plc has adopted the Securities Dealing Policy, which, among other things, governs the purchase, sale and other dispositions of Vodafone securities by our Directors, Executive Committee members and certain other employees. The Securities Dealing Policy is designed to ensure compliance with applicable insider trading and market abuse regulations. A copy of our Securities Dealing Policy is filed as Exhibit 11 to the Annual Report on Form
20-F
for the year ended 31 March 2025.
|
|||||
|
|
||||||
|
|
||||||
|
Code of Ethics and Code of Conduct
|
Under the NASDAQ Listing Rules, US companies must adopt a Code of Conduct applicable to all directors, officers and employees that comply with the definition of a ‘Code of Ethics’ set out in section 406 of the Sarbanes-Oxley Act.
|
|||||
|
– We have adopted a Code of Ethics that complies with section 406 of the Sarbanes-Oxley Act that is applicable only to the senior financial and principal executive officers.
|
||||||
|
Click to read our Code of Ethics:
vodafone.com/governance
|
||||||
|
– We have also adopted a separate Code of Conduct which applies to all employees.
|
||||||
|
|
||||||
|
Quorum
|
The quorum required for shareholder meetings, in accordance with our Articles of Association, is two shareholders, regardless of the level of their aggregate share ownership, while US companies listed on NASDAQ are required by the NASDAQ Listing Rules to have a minimum quorum of 33.33% of the holders of ordinary shares for shareholder meetings.
|
|||||
|
|
||||||
|
Related-party transactions
|
For related-party transactions that meet certain financial thresholds set out in the Listing Rules issued by the Financial Conduct Authority (‘FCA’) in the UK (the ‘FCA Listing Rules’), if required we will (i) seek Board approval (excluding conflicted directors) in accordance with the Companies Act 2006 and our Articles of Association and (ii) obtain confirmation from a sponsor that the terms of the transaction are “fair and reasonable”. These steps are similar to what would be required by the NASDAQ Listing Rules if we were a US company.
Further, we use the definition of a transaction with a related party as set out in the FCA Listing Rules, which differs in certain respects from the definition of related party transaction in the NASDAQ Listing Rules.
|
|||||
|
|
||||||
|
Shareholder approval
|
When determining whether shareholder approval is required for a proposed transaction, we comply with the FCA Listing Rules. Under the FCA Listing Rules, shareholder approval is required for a reverse takeover and certain other types of transaction.
|
|||||
|
|
||||||
| 114 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Directors’ Report
The Directors of the Company present their report together with the audited consolidated financial statements for the year ended 31 March 2025.
This report has been prepared in accordance with the requirements outlined within the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and forms part of the management report as required under Disclosure Guidance and Transparency Rule (‘DTR’) 4. Certain information that fulfils the requirements of the Directors’ Report can be found elsewhere in this document and is referred to below. This information is incorporated into this Directors’ Report by reference.
Vodafone Group Plc is incorporated and domiciled in England and Wales (registration number 1833679). The registered address and contact number of the Company is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England, telephone +44 (0)1635 33251.
Responsibility statement
As required under the DTRs, a statement made by the Board regarding the preparation of the financial statements is set out on pages 117–118 , which also provides details regarding the disclosure of information to the Company’s auditor and management’s report on internal control over financial information.
Going concern
The going concern statement required by the Listing Rules and the UK Corporate Governance Code (the ‘Code’) is set out in the ‘Directors’ statement of responsibility’ section on page 117 .
System of risk management and internal control
The Board is responsible for maintaining a risk management and internal control system and for managing the principal risks faced by the Group. Such a system is designed to manage rather than eliminate business risks and can only provide reasonable and not absolute assurance against material mistreatment or loss. This is described in more detail in the Audit and Risk Committee Report on pages 86–91 .
The Board has implemented in full the Financial Reporting Council’s (‘FRC’) ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ for the year ended 31 March 2025 and up to the date of this Annual Report. The resulting procedures, which are subject to regular monitoring and review, provide an ongoing process for identifying, evaluating and managing the Company’s principal risks (which can be found on pages 55–59 ).
Corporate Governance Statement
The Corporate Governance Statement setting out how the Company complies with the Code is set out on page 73. This includes a description of the main features of our internal control and risk management arrangements in relation to the financial reporting process. The information required by DTR 7.2.6R can be found in the ‘Shareholder information’ section on pages 249–254 . A description of the composition and operation of the Board and its Committees including the Board Diversity Policy is set out on page 74 , pages 86–97 and page 106 . The Code can be viewed in full at frc.org.uk.
Strategic Report
The Strategic Report is set out on pages 1–69 and is incorporated into this Directors’ Report by reference.
Directors and their interests
The Directors of the Company who served during the financial year ended 31 March 2025 and up to the date of signing the financial statements are as follows: Jean-François van Boxmeer, Margherita Della Valle, Luka Mucic, Stephen A. Carter CBE, Delphine Ernotte Cunci, Michel Demaré, Hatem Dowidar, Deborah Kerr, Maria Amparo Moraleda Martinez, David Nish, Christine Ramon, Simon Segars and Simon Dingemans (appointed 1 January 2025). Subject to shareholder approval, Anne-Françoise Nesmes will be appointed as a Director of the Company with effect from the conclusion of the 2025 AGM. A summary of the rules relating to the appointment and replacement of Directors and Directors’ powers can be found on pages 224 . Details of the Directors’ interests in the Company’s ordinary shares, options held over ordinary shares, interests in share options and long-term incentive plans are set out on pages 94–112 .
Directors’ conflicts of interest
Established within the Company is a procedure for managing and monitoring conflicts of interest for Directors. Details of this procedure are set out on page 84 .
Directors’ indemnities
In accordance with our Articles of Association, and to the extent permitted by law, Directors are granted an indemnity by the Company in respect of liability incurred as a result of their office. In addition, we maintained a directors’ and officers’ liability insurance policy throughout the year. Neither our indemnity nor the insurance provides cover in the event that a Director is proven to have acted dishonestly or fraudulently.
Disclosures required under UK Listing Rule 6.6.1
The information on the amount of interest capitalised and the treatment of tax relief can be found in notes 5 and 6 to the consolidated financial statements, respectively. The remaining disclosures required by UK Listing Rule 6.6.1 are not applicable to Vodafone.
Capital structure and rights attaching to shares
Ordinary shares of Vodafone Group Plc are traded on the London Stock Exchange and in the form of American Depositary Shares (‘ADS’) on NASDAQ.
ADSs, each representing 10 ordinary shares, are traded on NASDAQ under the symbol ‘VOD’. The ADSs are evidenced by American Depositary Receipts (‘ADRs’) issued by J.P. Morgan, as depositary, under a deposit agreement, dated 15 February 2022 between the Company, the depositary and the holders from time to time of ADRs issued thereunder.
ADS holders are not shareholders in the Company but may instruct J.P. Morgan on the exercise of voting rights relative to the number of ordinary shares represented by their ADSs. See the sections ‘Articles of Association and applicable English law’ and ‘Rights attaching to the Company’s shares – Voting rights’ on pages 224–225 .
All information relating to the Company’s capital structure, rights attaching to shares, dividends, the policy to repurchase the Company’s own shares, details of Company share repurchases and details of other shareholder information is contained on pages 27–29 and pages 223–228 .
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 115 | |||||
| Directors’ Report continued | ||||||||||
Change of control
Details of change of control provisions in the Company’s revolving credit facilities are set out in note 22 ‘Capital and financial risk management’.
Information on agreements between the Company and its Directors providing for compensation for loss of office or employment (including details of change of control provisions in share schemes) is set out on pages 111-112. Other than these, there are no agreements between the Company and its employees providing for compensation for loss of office or employment that occurs because of a takeover bid.
Dividends
Full details of the Company’s dividend policy and proposed final dividend payment for the year ended 31 March 2025 are set out on page 29 and note 9 ‘Equity dividends’ to the consolidated financial statements.
Sustainability
Information about the Company’s approach to sustainability risks and opportunities is set out on pages 30–53 and on pages 55–60 .
UK Streamlined Energy and Carbon Reporting
In accordance with UK Streamlined Energy and Carbon Reporting (‘SECR’) requirements, we monitor and report on the greenhouse gas (‘GHG’) emissions of our operations, the intensity of our GHG emissions relative to revenue, and our energy consumption for Vodafone UK. Please see the Purpose, Sustainability and Responsible Business section of our Strategic Report for more details on our GHG and energy performance (pages 34–36 ) and our SECR data disclosure (page 53 ).
Political donations
No political donations or contributions to political parties under the Companies Act 2006 were made during the financial year. The Group policy is that no political donations be made or political expenditure incurred.
Financial risk management objectives and policies
Disclosures relating to financial risk management objectives and policies, including our policy for hedging, are set out in note 22 to the consolidated financial statements, and disclosures relating to exposure to credit risk, liquidity risk and market risk are outlined in note 22.
Important events since the end of the financial year
On 3 June 2025, the planned transaction between the Group and CK Hutchison Group Telecom Holdings Limited completed in relation to the merger of Vodafone and Three in the UK. Further details can be found in note 33 to the consolidated financial statements.
There were no other important events affecting the Company which have occurred since the end of the financial year.
Future developments within the Group
The Strategic Report contains details of likely future developments within the Group.
Group policy compliance
Each Group policy is owned by a member of the Executive Committee so that there is clear accountability and authority for ensuring the associated business risk is adequately managed. Regional Chief Executives and the Senior Leadership Team member responsible for each Group function have primary accountability for ensuring compliance with all Group policies by all our markets and entities.
Our Group compliance team and policy champions support the policy owners and local markets in implementing policies and monitoring compliance. All the key Group policies have been consolidated into the Vodafone Code of Conduct, which applies to all employees and those who work for or on behalf of Vodafone. It sets out the standards of behaviour expected in relation to areas such as insider dealing, bribery and raising concerns through the whistleblowing process (known internally as ‘Speak Up’).
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Read more on page 42-43 |
Branches
The Group, through various subsidiaries, has branches in a number of different jurisdictions in which the business operates. Further details are included in note 31 ‘Related undertakings’.
Employee disclosures
Vodafone is an inclusive employer and diversity is important to us. We give full and fair consideration to applications for employment by disabled persons and the continued employment of anyone incurring a disability while employed by us. Training, career development and promotion opportunities are equally applied for all our employees, regardless of disability. Our disclosures relating to the employment of women in senior management roles, diversity, employee engagement and policies are set out on page 12 , pages 15–16 , page 78 , and pages 83–84 .
The Directors’ Report was approved by the Board and signed on its behalf by the Group General Counsel and Company Secretary.
Maaike de Bie
Group General Counsel and Company Secretary
3 June 2025
| 116 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
Reporting on our financial performance
Contents
| 117 | Directors’ statement of responsibility | |
| 119 | Report of independent registered public accounting firm | |
| 127 | Consolidated financial statements | |
| 127 | Consolidated income statement | |
| 127 | Consolidated statement of comprehensive (expense)/income | |
| 128 | Consolidated statement of financial position | |
| 129 | Consolidated statement of changes in equity | |
| 131 | Consolidated statement of cash flows | |
| 131 | Notes to the consolidated financial statements | |
| 131 | 1. Basis of preparation | |
| Income statement | ||
| 138 | 2. Revenue disaggregation and segmental analysis | |
| 141 | 3. Operating (loss)/profit | |
| 142 | 4. Impairment losses | |
| 146 | 5. Investment income and financing costs | |
| 146 | 6. Taxation | |
| 151 | 7. Discontinued operations and assets held for sale | |
| 153 | 8. Earnings per share | |
| 153 | 9. Equity dividends | |
| Financial position | ||
| 154 | 10. Intangible assets | |
| 156 | 11. Property, plant and equipment | |
| 158 | 12. Associates and joint arrangements | |
| 163 | 13. Other investments | |
| 164 | 14. Trade and other receivables | |
| 165 | 15. Trade and other payables | |
| 166 | 16. Provisions | |
| 167 | 17. Called-up share capital | |
| Cash flows | ||
| 167 | 18. Reconciliation of net cash flow from operating activities | |
| 168 | 19. Cash and cash equivalents | |
| 168 | 20. Leases | |
| 171 | 21. Borrowings | |
| 172 | 22. Capital and financial risk management | |
| Employee remuneration | ||
| 180 | 23. Directors’ and key management compensation | |
| 180 | 24. Employees | |
| 181 | 25. Post-employment benefits | |
| 185 | 26. Share-based payments | |
| Additional disclosures | ||
| 186 | 27. Acquisitions and disposals | |
| 188 | 28. Commitments | |
| 188 | 29. Contingent liabilities and legal proceedings | |
| 192 | 30. Related party transactions | |
| 193 | 31. Related undertakings | |
| 205 | 32. Subsidiaries exempt from audit | |
| 205 | 33. Subsequent events | |
| 206 | These pages are intentonally left blank | |
| 213 | Non-GAAP measures (unaudited information) | |
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Directors’ statement of responsibility
The Directors are responsible for preparing the financial statements in accordance with applicable law and regulations and for keeping proper accounting records. Detailed below are statements made by the Directors in relation to their responsibilities, disclosure of information to the Company’s auditor, going concern and management’s report on internal control over financial reporting.
Financial statements and accounting records
Company law of England and Wales requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of affairs of the Company and of the Group at the end of the financial year and of the profit or loss of the Group for that period. In preparing those financial statements, the Directors are required to:
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Select suitable accounting policies and apply them consistently; |
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Make judgements and estimates that are reasonable and prudent; |
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Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; |
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State whether the consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards (‘IAS’), with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’) and with the requirements of the UK Companies Act 2006 (the ‘Act’); |
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State for the Company’s financial statements whether applicable UK accounting standards have been followed; and |
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Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business. |
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and of the Group and enable them to ensure that the financial statements are prepared in accordance with UK-adopted IAS, with IFRS as issued by the IASB and with the requirements of the Act. They are also responsible for the system of internal control, for safeguarding the assets of the Company and the Group, and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors’ responsibility statement
Each of the Directors, whose names and functions are listed on pages 73 to 76 , confirms that, to the best of their knowledge:
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The consolidated financial statements, prepared in accordance with UK-adopted IAS, with IFRS as issued by the IASB and with the requirements of the Act, give a true and fair view of the assets, liabilities, financial position and profit of the Group; |
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The parent company financial statements, prepared in accordance with UK generally accepted accounting practice, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and |
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The Strategic Report includes a fair review of the development and performance of the business and the position of the Group, together with a description and robust assessment of the principal risks and uncertainties that it faces. |
The Directors are also responsible under section 172 of the Companies Act 2006 for promoting the success of the Company for the benefit of its members as a whole and in doing so have regard for the needs of wider society and stakeholders, including customers, consistent with the Group’s core and sustainable business objectives.
Having taken advice from the Audit and Risk Committee, the Board considers the Annual Report, taken as a whole, is fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
Neither the Company nor the Directors accepts any liability to any person in relation to the Annual Report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A and schedule 10A of the Financial Services and Markets Act 2000.
Disclosure of information to the auditors
Having made the requisite enquiries, so far as the Directors are aware, there is no relevant audit information (as defined by section 418(3) of the Companies Act 2006) of which the Company’s auditor is unaware and the Directors have taken all the steps they ought to have taken to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
Going concern
The Group’s business activities, performance, position, principal risks and uncertainties and the Directors’ assessment of its long-term viability are set out on page 59 . A range of mitigations for risks faced by the Group are disclosed on page 60 .
In addition, the funding position of the Group is included in ‘Borrowings’ and ‘Capital and financial risk management’ in notes 21 and 22, respectively, to the consolidated financial statements. Notes 21 and 22 include disclosure in relation to the Group’s objectives, policies and processes for managing, as well as details regarding its capital, its financial risk management objectives, its financial instruments and hedging activities, and its exposures to credit risk and liquidity risk. As noted on page 172–173 , the Group has access to substantial cash and financing facilities.
The Group also believes it adequately manages or mitigates its solvency and liquidity risks through two primary processes, described below.
Business planning process and performance management
The Group’s forecasting and planning cycle consists of in-year forecasts, a budget and a long-range plan. These generate income statement, cash flow and borrowings projections for assessment by Group management and the Board. Each forecast is compared with prior forecasts and actual results to identify variances and understand the drivers of the changes and their future impact so management can take action where appropriate. Additional analysis is undertaken to review and sense check the key assumptions underpinning the forecasts. These forecasts are also used to review the expected outcomes of announced M&A transactions.
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| Directors’ statement of responsibility continued | ||||||||||
Cash flow and liquidity reviews
The business planning process provides outputs for detailed cash flow and liquidity reviews, to ensure that the Group maintains adequate liquidity throughout the forecast periods. The prime output is a liquidity forecast that is prepared and updated at least on a monthly basis, which highlights the extent of the Group’s liquidity based on controlled cash flows and the headroom under the Group’s undrawn revolving credit facility. The key inputs into this forecast are:
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Cash flow forecasts with information taken from the business planning process; |
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Bond and other debt maturities; |
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Completion of committed M&A transactions; and |
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Expectations for shareholder returns and spectrum auctions. |
The liquidity forecast is reviewed by the Group Chief Financial Officer and included in each of the reports to the Board. In addition, the Group continues to manage its foreign exchange and interest rate risks within the framework of policies and guidelines authorised and reviewed by the Board, with Treasury risk management oversight provided by the responsible committee with its members receiving management information relating to treasury activities on a quarterly basis.
The Directors have also considered sensitivities in respect of potential downside scenarios in concluding that the Group is able to continue in operation for the period to 30 June 2026 from the date of approving the consolidated financial statements. These sensitivities include the non-refinancing of debt maturities, A reverse stress test was reviewed to understand how severe conditions would have to be to breach liquidity, including a required reduction in profitability metrics compared to current performance and forecasts. The availability of the Group’s € 7.8 billion undrawn revolving credit facilities as at 31 March 2025 was also considered by the Directors.
The Directors also considered the findings of the work performed to support the statement on the long-term viability of the Group. As noted on page 59 , this included key changes to relevant principal risks in light of global economic and political uncertainty, sensitivity analysis, scenario assessments, and combinations of these, over the viability assessment period.
Conclusion
Based on the review, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the Annual Report and Accounts.
Disclosure controls and procedures
The Directors and the Chief Executive Officer and Group Chief Financial Officer have evaluated the effectiveness of the disclosure controls and procedures, including those defined in the United States Securities Exchange Act of 1934, Rule 13a–15I, and, based on that evaluation, have concluded that the disclosure controls and procedures were effective at the end of the period covered by this report.
Management’s report on internal control over financial reporting
As required by section 404 of the US Sarbanes-Oxley Act, management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group. The Group’s internal control over financial reporting includes policies and procedures that:
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pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; |
| – |
are designed to provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with UK-adopted IAS, with IFRS as issued by the IASB and with the requirements of the Act, and that receipts and expenditures are being made only in accordance with authorisation of management and the Directors of the Company; and |
| – |
provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the Group’s assets that could have a material effect on the financial statements. |
Any internal control framework, no matter how well designed, has inherent limitations including the possibility of human error and the circumvention or overriding of the controls and procedures, and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the internal control over financial reporting at 31 March 2025 based on the Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (‘COSO’) in 2013. Based on management’s assessment, management has concluded that internal control over financial reporting was effective at 31 March 2025.
During the period covered by this document, there were no changes in the Group’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the effectiveness of the internal controls over financial reporting.
The Group’s internal control over financial reporting at 31 March 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm who also audit the Group’s consolidated financial statements. Their audit report on internal control over financial reporting is on page 122 .
By order of the Board
Maaike de Bie
Group General Counsel and Company Secretary
3 June 2025
| Strategic report | Governance | Financials | Other information | Vodafone Group Plc Annual Report on Form 20-F 2025 | 119 | |||||
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Vodafone Group Plc
Opinion on the Financial Statements
We have audited the accompanying consolidated statement of financial position of Vodafone Group Plc (the Company) as of 31 March 2025 and 2024, the related consolidated income statement, statement of comprehensive (expense)/income, statement of changes in equity and statement of cash flows for each of the three years in the period ended 31 March 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at 31 March 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended 31 March 2025, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of 31 March 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (2013 framework) and our report dated 3 June 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| 120 | Vodafone Group Plc Annual Report on Form 20-F 2025 | Strategic report | Governance | Financials | Other information | |||||
| Report of Independent Registered Public Accounting Firm continued | ||||||||||
| Carrying value of cash generating units, including goodwill – Germany | ||
|
Description of the matter |
As more fully described in Note 4 to the consolidated financial statements, in accordance with IAS 36 Impairment of Assets , the Company calculates the value in use (‘VIU’) for cash generating units (‘CGUs’) to determine whether an adjustment to the carrying value of the CGU, and therefore, goodwill, is required. As of 31 March 2025, the Company has recorded € 20,514 million of goodwill, including € 15,985 million in respect of Germany. The carrying value is stated after recording of an impairment charge of € 4,350 million in the year in respect of the Germany CGU. | |
| The Company’s assessment of the VIU of its CGUs involves estimation about the future performance of the local market businesses. In particular, the determination of the VIU for Germany was sensitive to the significant assumptions of projected adjusted EBITDAaL growth, projected capital expenditure, the long-term growth rate and the discount rate. | ||
| Auditing the Company’s annual impairment test for the Germany CGU was complex and involved significant auditor judgement, given the estimation uncertainty related to the significant assumptions described above and the sensitivity to fluctuations in those assumptions, as well as market specific factors. | ||
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How we addressed the matter in our audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including, for example, management’s controls over the significant assumptions described above. | |
| We evaluated, with the help of EY valuation specialists, the methodology applied in the Germany VIU model, as compared to the requirements of IAS 36, including the mathematical accuracy of management’s model. | ||
| We assessed management’s projected adjusted EBITDAaL growth, for example by comparing underlying assumptions including Average Revenue Per User (‘ARPU’) to external data, such as economic and industry forecasts and competitor data for the German telecoms market, supporting evidence provided by management (e.g. supporting contracts and benchmarking), and for consistency with evidence obtained from other areas of our audit, including, for example, the results of our procedures described in ‘Recognition and recoverability of deferred tax assets on tax losses in Luxembourg and the UK’ below. Our procedures also included evaluating the historical accuracy of management’s German business plans, which underpin the VIU model, by comparing the prior years’ forecast to actual results for each of the last five years. Additionally, we performed sensitivity analyses on the VIU model, to evaluate the impact that changes in assumptions would cause to the impairment of the Germany CGU. | ||
| To assess management’s forecast eligible capital expenditure assumption, our procedures included, among others, comparing forecast capital expenditure to actual historical spend, assessing market specific events such as fibre and 5G roll-out, industry analysis and competitor data, where available. | ||
| With the support of EY valuation specialists, we compared management’s long-term growth rate and discount rate assumptions to EY independently determined ranges. | ||
| We evaluated the adequacy of the related disclosures, in particular the sensitivity disclosures in relation to reasonably possible changes in assumptions on the impairment recorded. | ||
| Recognition and recoverability of deferred tax assets in Luxembourg and the UK | ||
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Description of the matter |
As more fully described in Note 6 to the consolidated financial statements, the Company recognises deferred tax assets in accordance with IAS 12 Income Taxes , based on whether management judges that it is probable that there will be sufficient taxable profits in the relevant legal entity or tax group to allow the recognised asset to be recovered. | |
| Deferred tax assets are recognised of € 15,563 million in Luxembourg in respect of losses and € 2,566 million in the UK primarily in respect of excess capital allowances. Management concluded it is probable that the related entities will continue to generate taxable profits in the future against which the deferred tax assets will be recovered over a period of 47 to 52 years in Luxembourg and 46 years in the UK. | ||
| The Luxembourg companies’ income is derived from internal financing, procurement and roaming activities. The forecast future finance income can vary based on forecast interest rates and intercompany debt levels, in particular with Vodafone Germany. | ||
| The UK companies’ income is derived from Vodafone UK trading and internal service activities, offset by debt servicing costs. The forecast future UK trading and service activities can vary based on the performance of each material entity in the UK tax group. | ||
| Auditing the Company’s recognition and recoverability of deferred tax assets in Luxembourg and the UK requires complex auditor judgment, because it involves material amounts, and the judgements and estimates in relation to future taxable profits and the period of time over which it is expected to utilise these assets, results in increased estimation uncertainty. | ||
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| Report of Independent Registered Public Accounting Firm continued | ||||||||||
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How we addressed the matter in our audit |
Overall procedures in respect of both jurisdictions
We obtained an understanding, evaluated the design and tested the operating effectiveness of management’s controls around the recognition of deferred tax assets in Luxembourg and the UK, including, for example, management’s controls over the gross amount of deferred tax assets recorded and the preparation of the prospective financial information used to determine the Luxembourg and UK entities’ future taxable income. |
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| With the support of tax professionals and tax specialists, our audit procedures included, among others, assessing the existence of available losses and excess capital allowances, and evaluating management’s position on the recoverability of the losses and excess capital allowances with respect to local tax law and tax planning strategies adopted. | ||
| We also evaluated the nature of reconciling items between forecast profit before tax and taxable profit and considered their appropriateness in accordance with IAS 12. | ||
| We performed sensitivities to understand the impact of changes in key assumptions of forecast taxable income, on the utilisation timeframe, given the Company does not currently recognise deferred tax assets which are forecast to be used 60 years beyond the balance sheet date. This also included considering the appropriateness of the long recovery period, taking into account the track record of historical profitability, the established market structure for telecoms including high barriers to entry for new market entrants, the long-dated funding structure and local tax law. | ||
| We evaluated the adequacy of the disclosures in respect of the recognition of the deferred tax asset against the requirements of IAS 12. | ||
| Luxembourg specific procedures | ||
| To evaluate the forecast finance income, our procedures included, on a sample basis, recalculating income with reference to underlying agreements, comparing future interest rates utilised in the forecasts to relevant external benchmarks and assessing the assumed projections in intergroup debt levels for consistency with our understanding of the business and relevant guidance in respect of transfer pricing of financial transactions. To assess the likelihood of intercompany debt levels for Vodafone Germany reducing to the extent it would result in the Luxembourg deferred tax asset not being fully recoverable, we considered the commercial rationale of the arrangement and obtained written representations from management regarding their intentions to retain the debt levels sufficient to recover the Luxembourg deferred tax asset. | ||
| To evaluate how the assumptions leading to the impairment in the Germany CGU impacted recoverability of the Luxembourg deferred tax asset, our procedures included comparing the forecast interest income from Vodafone Germany to their underlying business plans used in the Luxembourg deferred tax asset analysis. | ||
| We assessed the reasonability of forecasted procurement and roaming taxable profits utilised in management’s assessment, by considering historical forecasting accuracy, changes in pricing models and with evidence obtained from other areas of our audit. | ||
| UK specific procedures | ||
| To evaluate the forecast taxable income in the UK utilised in management’s assessment, our procedures included corroborating that the Vodafone UK forecast trading activities used within the deferred tax asset recognition model are consistent with those used as an input into the going concern, viability statement, impairment assessment, and the information approved by the Board related to management’s business plans. We assessed management’s projected adjusted EBITDAaL growth, for example by comparing underlying assumptions including ARPU to external data, such as economic and industry forecasts and competitor data for the UK telecoms market and supporting evidence provided by management (e.g. supporting contracts and benchmarking). | ||
| We assessed the reasonability of forecasted income from internal service activities, for example, by comparing underlying assumptions to historical performance, commercial rationale, the application of transfer pricing policies and with evidence obtained from other areas of our audit. | ||
| To evaluate the forecast finance expense, our procedures included, on a sample basis, recalculating the finance expense with reference to underlying agreements, and consideration of UK Corporate Interest Restrictions. | ||
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2019.
London, United Kingdom
3 June 2025
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| Report of Independent Registered Public Accounting Firm continued | ||||||||||
To the Shareholders and the Board of Directors of Vodafone Group Plc
Opinion on Internal Control Over Financial Reporting
We have audited Vodafone Group Plc’s internal control over financial reporting as of 31 March 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Vodafone Group Plc (the Company) maintained, in all material respects, effective internal control over financial reporting as of 31 March 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of 31 March 2025 and 2024, the related consolidated statements of income, comprehensive (expense)/ income, changes in equity and cash flows for each of the three years in the period ended 31 March 2025, and the related notes and our report dated 3 June 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s report on Internal control over financial reporting on page 118 . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
London, United Kingdom
3 June 2025
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Annual Report 2025
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|
Revenue
|
2 |
|
|
|
|
|
|
|
|
|
||||||
|
Cost of sales
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|||||||
|
Selling and distribution expenses
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Administrative expenses
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Net credit losses on financial assets
|
22 |
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Share of results of equity accounted associates and joint ventures
|
12 |
|
(
|
)
|
|
(
|
)
|
|
|
|
||||||
|
Impairment (charge)/reversal
|
4 |
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||
|
Other income
|
3 |
|
|
|
|
|
|
|
|
|
||||||
|
Operating (loss)/profit
|
3 |
|
(
|
)
|
|
|
|
|
|
|
||||||
|
Investment income
|
5 |
|
|
|
|
|
|
|
|
|
||||||
|
Financing costs
|
5 |
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
(Loss)/profit before taxation
|
|
(
|
)
|
|
|
|
|
|
|
|||||||
|
Income tax expense
|
6 |
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
(Loss)/profit for the financial year - Continuing operations
|
|
(
|
)
|
|
|
|
|
|
|
|||||||
|
Loss for the financial year - Discontinued operations
|
7 |
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
(Loss)/profit for the financial year
|
|
(
|
)
|
|
|
|
|
|
|
|||||||
|
Attributable to:
|
||||||||||||||||
|
– Owners of the parent
|
|
(
|
)
|
|
|
|
|
|
|
|||||||
|
–
Non-controlling
interests
1
|
|
|
|
|
|
|
|
|
|
|||||||
|
(Loss)/profit for the financial year
|
|
(
|
)
|
|
|
|
|
|
|
|||||||
|
|
||||||||||||||||
|
(Loss)/earnings per share - Continuing operations
|
||||||||||||||||
|
– Basic
|
8 |
|
(
|
|
|
|
c
|
|
|
c
|
||||||
|
– Diluted
|
8 |
|
(
|
|
|
|
c
|
|
|
c
|
||||||
|
|
||||||||||||||||
|
(Loss)/earnings per share - Total Group
|
||||||||||||||||
|
– Basic
|
8 |
|
(
|
|
|
|
c
|
|
|
c
|
||||||
|
– Diluted
|
8 |
|
(
|
|
|
|
c
|
|
|
c
|
||||||
| Note |
2025
€m
|
2024
€
m
|
2023
€
m
|
|||||||||||||
|
(Loss)/profit for the financial year
|
|
(
|
)
|
|
|
|
|
|
|
|||||||
|
Other comprehensive income/(expense):
|
||||||||||||||||
|
Items that may be reclassified to the income statement in subsequent years:
|
||||||||||||||||
|
Foreign exchange translation differences, net of tax
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Foreign exchange translation differences, transferred to the income statement
|
|
|
|
|
|
|
|
(
|
)
|
|||||||
|
Other, net of tax
1
|
|
|
|
|
(
|
)
|
|
|
|
|||||||
|
Total items that may be reclassified to the income statement in subsequent years
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Items that will not be reclassified to the income statement in subsequent years:
|
||||||||||||||||
|
Fair value gains on equity instruments classified as Other investments, net of tax
|
|
|
|
|
|
|
|
|
|
|||||||
|
Net actuarial gains/(losses) on defined benefit pension schemes, net of tax
|
25 |
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Total items that will not be reclassified to the income statement in subsequent years
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Other comprehensive income/(expense)
|
|
(
|
) |
(
|
) | |||||||||||
|
Total comprehensive (expense)/income for the financial year
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||||
|
Attributable to:
|
||||||||||||||||
|
– Owners of the parent
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||||
|
–
Non-controlling
interests
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total comprehensive (expense)/income for the financial year
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||||
|
128
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
| Note |
31 March 2025
€m
|
Re-presented
1
31 March 2024
€
m
|
Re-presented
1
31 March 2023
€
m
|
|||||||||||||
|
Non-current
assets
|
||||||||||||||||
|
Goodwill
|
10 |
|
|
|
|
|
|
|
|
|
||||||
|
Other intangible assets
|
10 |
|
|
|
|
|
|
|
|
|
||||||
|
Property, plant and equipment
|
11 |
|
|
|
|
|
|
|
|
|
||||||
|
Investments in associates and joint ventures
|
12 |
|
|
|
|
|
|
|
|
|
||||||
|
Other investments
|
13 |
|
|
|
|
|
|
|
|
|
||||||
|
Deferred tax assets
|
6 |
|
|
|
|
|
|
|
|
|
||||||
|
Post employment benefits
|
25 |
|
|
|
|
|
|
|
|
|
||||||
|
Trade and other receivables
|
14 |
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Current assets
|
||||||||||||||||
|
Inventory
|
|
|
|
|
|
|
|
|
|
|||||||
|
Taxation recoverable
|
|
|
|
|
|
|
|
|
|
|||||||
|
Trade and other receivables
|
14 |
|
|
|
|
|
|
|
|
|
||||||
|
Other investments
|
13 |
|
|
|
|
|
|
|
|
|
||||||
|
Cash and cash equivalents
|
19 |
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Assets held for sale
|
7 |
|
|
|
|
|
|
|
|
|
||||||
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
| Note |
31 March 2025
€m |
Re-presented
1
31 March 2024
€
m
|
Re-presented
1
31 March 2023
€
m
|
|||||||||||||
|
Equity
|
||||||||||||||||
|
Called up share capital
|
17 |
|
|
|
|
|
|
|
|
|
||||||
|
Additional
paid-in
capital
|
|
|
|
|
|
|
|
|
|
|||||||
|
Treasury shares
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Accumulated losses
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Accumulated other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total attributable to owners of the parent
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-controlling
interests
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total equity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Non-current
liabilities
|
||||||||||||||||
|
Borrowings
|
21 |
|
|
|
|
|
|
|
|
|
||||||
|
Share of net liabilities in joint ventures and associates
|
12 |
|
|
|
|
|
|
|
|
|
||||||
|
Deferred tax liabilities
|
6 |
|
|
|
|
|
|
|
|
|
||||||
|
Post employment benefits
|
25 |
|
|
|
|
|
|
|
|
|
||||||
|
Provisions
|
16 |
|
|
|
|
|
|
|
|
|
||||||
|
Non-debt
liabilities in respect of written put options
|
|
|
|
|
|
|
|
|
|
|||||||
|
Trade and other payables
|
15 |
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Current liabilities
|
||||||||||||||||
|
Borrowings
|
21 |
|
|
|
|
|
|
|
|
|
||||||
|
Financial liabilities under put option arrangements
|
22 |
|
|
|
|
|
|
|
|
|
||||||
|
Taxation liabilities
|
|
|
|
|
|
|
|
|
|
|||||||
|
Provisions
|
16 |
|
|
|
|
|
|
|
|
|
||||||
|
Trade and other payables
|
15 |
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities held for sale
|
7 |
|
|
|
|
|
|
|
|
|
||||||
|
Total equity and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
| 1. |
On 1 April 2024, the Group adopted amendments to IAS 1 ‘Presentation of Financial Statements’ which has impacted the classification of certain bonds between current borrowings and non-current borrowings. As a result of the reclassification, comparatives at 31 March 2024 and 31 March 2023 have been provided in accordance with IFRS requirements. See note 1 ‘Basis of preparation’ for more information.
|
|
/s/ Margherita Della Valle
|
/s/ Luka Mucic
|
|
|
Margherita Della Valle
|
Luka Mucic
|
|
| Group Chief Executive | Group Chief Financial Officer |
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
129
|
||||
| Additional | Accumulated other comprehensive income | Equity |
Non-
|
|||||||||||||||||||||||||||||||||||||||||
|
Share
capital
1
€
m
|
paid-in
capital
2
€
m
|
Treasury
shares
€
m
|
Accumulated
losses
€
m
|
Currency
reserve
3
€
m
|
Pensions
reserve
€
m
|
Revaluation
surplus
4
€
m
|
Other
5
€
m
|
attributable
to owners
€
m
|
controlling
interests
€
m
|
Total
equity
€
m
|
||||||||||||||||||||||||||||||||||
|
1 April 2022
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Issue or reissue of shares
|
|
|
|
(
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Share-based payments
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Transactions with NCI in subsidiaries
|
|
|
|
(
|
|
|
|
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||||||
|
Dividends
|
|
|
|
(
|
|
|
|
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||||||
|
Comprehensive income/(expense)
|
|
|
|
|
(
|
(
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Profit
6
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
OCI - before tax
|
|
|
|
|
(
|
(
|
|
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||||||
|
OCI - taxes
|
|
|
|
|
(
|
|
|
(
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||||||
|
Transfer to the Income statement
|
|
|
|
|
(
|
|
|
|
(
|
|
(
|
|||||||||||||||||||||||||||||||||
|
Translation of hyperinflationary results
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Purchase of Treasury shares
7
|
|
|
(
|
|
|
|
|
|
(
|
|
(
|
|||||||||||||||||||||||||||||||||
|
31 March 2023
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Issue or reissue of shares
|
|
|
|
(
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Share-based payments
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Transactions with NCI in subsidiaries
|
|
|
|
(
|
|
|
|
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||||||
|
Share of equity accounted entities change in equity
|
|
|
|
(
|
|
|
|
|
(
|
|
(
|
|||||||||||||||||||||||||||||||||
|
Dividends
|
|
|
|
(
|
|
|
|
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||||||
|
Comprehensive income/(expense)
|
|
|
|
|
(
|
(
|
|
(
|
(
|
|
(
|
|||||||||||||||||||||||||||||||||
|
Profit
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
OCI - before tax
|
|
|
|
|
(
|
(
|
|
(
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||||||
|
OCI - taxes
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Transfer to the Income statement
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Translation of hyperinflationary results
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
31 March 2024
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
130
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
| Additional | Accumulated other comprehensive income | Equity |
Non-
|
|||||||||||||||||||||||||||||||||||||||||
|
Share
capital
1
€
m
|
paid-in
capital
2
€
m
|
Treasury
shares
€
m
|
Accumulated
losses
€
m
|
Currency
reserve
3
€
m
|
Pensions
reserve
€
m
|
Revaluation
surplus
4
€
m
|
Other
5
€
m
|
attributable
to owners
€
m
|
controlling
interests
€
m
|
Total
equity
€
m
|
||||||||||||||||||||||||||||||||||
|
31 March 2024
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Issue or reissue of shares
|
|
|
|
(
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Share-based payments
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Transactions with NCI in subsidiaries
|
|
|
|
(
|
|
|
|
|
(
|
|
|
|||||||||||||||||||||||||||||||||
|
Dividends
|
|
|
|
(
|
|
|
|
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||||||
|
Comprehensive (expense)/income
|
|
|
|
(
|
|
|
|
|
(
|
|
(
|
|||||||||||||||||||||||||||||||||
|
(Loss)/profit
|
|
|
|
(
|
|
|
|
|
(
|
|
(
|
|||||||||||||||||||||||||||||||||
|
OCI - before tax
|
|
|
|
|
(
|
(
|
|
|
|
(
|
(
|
|||||||||||||||||||||||||||||||||
|
OCI - taxes
|
|
|
|
|
|
|
|
(
|
(
|
|
(
|
|||||||||||||||||||||||||||||||||
|
Transfer to the Income statement
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Translation of hyperinflationary results
|
|
|
|
|
|
|
|
|
|
(
|
|
|||||||||||||||||||||||||||||||||
|
Purchase of Treasury shares
8
|
|
|
(
|
|
|
|
|
|
(
|
|
(
|
|||||||||||||||||||||||||||||||||
|
Cancellation of shares
|
(
|
|
|
(
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
31 March 2025
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| 1 |
See note 17 ‘Called up share capital’.
|
| 2 |
Includes share premium, capital reserve, capital redemption reserve, merger reserve and share-based payment reserve. The merger reserve was derived from acquisitions made prior to 31 March 2004 and subsequently allocated to additional
paid-in
capital on adoption of IFRS.
|
| 3 |
The currency reserve is used to record cumulative translation differences on the assets and liabilities of foreign operations. These differences are recycled to the income statement on disposal of the foreign operation.
|
| 4 |
The revaluation surplus derives from acquisitions of subsidiaries made before the Group’s adoption of IFRS 3 (Revised) on 1 April 2010 and comprises the amounts arising from recognising the Group’s
pre-existing
equity interest in the acquired subsidiary at fair value.
|
| 5 |
Principally includes the impact of the Group’s cash flow hedges with
€
€
€
€
gain
€
€
|
| 6 |
Includes a gain on disposal of Vantage Towers A.G. of
€
€
€
|
| 7 |
Represents the irrevocable and
non-discretionary
share buyback programmes which completed on 15 March 2023.
|
| 8 |
Represents the irrevocable and
non-discretionary
share buyback programmes which completed on 6 August 2024, 13 November 2024, 22 January 2025 and the programme that commenced on 4 February 2025, which completed on 19 May 2025.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
131
|
||||
| Note |
2025
€m
|
2024
€
m
|
2023
€
m
|
|||||||||||||
|
Inflow from operating activities
|
18 |
|
|
|
|
|
|
|
|
|
||||||
|
Cash flows from investing activities
|
||||||||||||||||
|
Purchase of interests in subsidiaries, net of cash acquired
|
27
|
|
(
|
)
|
|
|
|
|
|
|
||||||
|
Purchase of interests in associates and joint ventures
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Purchase of intangible assets
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Purchase of property, plant and equipment
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Purchase of investments
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Disposal of interests in subsidiaries, net of cash disposed
|
27 |
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Disposal of interests in associates and joint ventures
|
|
|
|
|
|
|
|
|
|
|||||||
|
Disposal of property, plant and equipment and intangible assets
|
|
|
|
|
|
|
|
|
|
|||||||
|
Disposal of investments
|
|
|
|
|
|
|
|
|
|
|||||||
|
Dividends received from associates and joint ventures
|
|
|
|
|
|
|
|
|
|
|||||||
|
Interest received
|
|
|
|
|
|
|
|
|
|
|||||||
|
Cash outflows from discontinued operations
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Inflow/(outflow) from investing activities
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Cash flows from financing activities
|
||||||||||||||||
|
Proceeds from issue of long-term borrowings
|
|
|
|
|
|
|
|
|
|
|||||||
|
Repayment of borrowings
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Net movement in short-term borrowings
|
|
|
|
|
(
|
)
|
|
|
|
|||||||
|
Net movement in derivatives
|
|
|
|
|
|
|
|
|
|
|||||||
|
Interest paid
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Payments for settlement of written put options
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Purchase of treasury shares
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|||||||
|
Issue of ordinary share capital and reissue of treasury shares
|
17 |
|
|
|
|
|
|
|
|
|
||||||
|
Equity dividends paid
|
9 |
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Dividends paid to
non-controlling
shareholders in subsidiaries
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Other transactions with
non-controlling
shareholders in subsidiaries
|
27 |
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Cash outflows from discontinued operations
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Outflow from financing activities
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Net cash inflow/(outflow)
|
|
|
|
|
(
|
)
|
|
|
|
|||||||
|
Cash and cash equivalents at the beginning of the financial year
1
|
19 |
|
|
|
|
|
|
|
|
|
||||||
|
Exchange (loss)/gain on cash and cash equivalents
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||||
|
Cash and cash equivalents at the end of the financial year
1
|
19 |
|
|
|
|
|
|
|
|
|
||||||
| 1. |
Comprises cash and cash equivalents as presented in the consolidated statement of financial position of
€
€
€
€
€
€
|
|
1. Basis of preparation
|
||
|
132
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
1. Basis of preparation (continued)
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
133
|
||||
|
1. Basis of preparation (continued)
|
||
| – |
A lessee. The judgement impacts the nature and timing of both costs and reported assets and liabilities. A lease results in an asset and a liability being reported and depreciation and interest being recognised; the interest charge will decrease over the life of the lease. A service contract results in operating expenses being recognised evenly over the life of the contract and no assets or liabilities being recorded (other than trade payables, prepayments and accruals).
|
| – |
An operating lessor. The judgement impacts the nature of income recognised. An operating lease results in lease income being recognised whilst a service contract results in service revenue. Both are recognised evenly over the life of the contract.
|
| – |
A finance lessor. The judgement impacts the nature and timing of both income and reported assets. A finance lease results in the lease income being recognised at commencement of the lease and an asset (the net investment in the lease) being recorded.
|
| – |
Between
10
years
|
| – |
The period to the next contractual lease break date for retail premises (excluding breaks within the next 12 months);
|
| – |
The lease term, or useful economic life, of the assets connected for leases that are used to provide internal connectivity;
|
| – |
The customer service agreement length for leases of local loop connections or other assets required to provide fixed line or other services to individual customers; and
|
| – |
5 years where the Group has leases for the use of space on towers for the placement of transmission equipment.
|
|
134
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
1. Basis of preparation (continued)
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
135
|
||||
|
1. Basis of preparation (continued)
|
||
| – |
Growth in Adjusted EBITDAaL, (see note 2 ‘Revenue disaggregation and segmental analysis’ for a reconciliation to the consolidated income statement);
|
| – |
Timing and amount of future capital expenditure, licence and spectrum payments;
|
| – |
Long-term growth rates; and
|
| – |
Discount rates that reflect the future cash flows.
|
|
136
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
1. Basis of preparation (continued)
|
||
| – |
The gain or loss on the revaluation of net monetary assets resulting from IAS 29 application is recognised in the consolidated income statement within Other income.
|
| – |
The Group also presents the gain or loss on cash and cash equivalents as monetary items together with the effect of inflation on operating, investing and financing cash flows as one number in the consolidated statement of cash flows.
|
| – |
The Group has presented the equity revaluation effects and the impact of currency movements within other comprehensive income as such amounts are judged to meet the definition of ‘exchange differences’.
|
| Increase/(decrease) | ||||||||||||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Impact on the consolidated income statement for the years ended 31 March
|
||||||||||||
|
Revenue
|
|
|
|
|||||||||
|
Operating (loss)/profit
1
|
(
|
) |
|
(
|
) | |||||||
|
Loss for the financial year
1
|
(
|
) |
(
|
) |
(
|
) | ||||||
| Increase | ||||||||||||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Impact on the consolidated statement of financial position at 31 March
|
||||||||||||
|
Net assets
|
|
|
|
|||||||||
|
Equity attributable to owners of the parent
|
|
|
|
|||||||||
|
Non-controlling
interests
|
|
|
|
|||||||||
| 1. |
Includes
€
€
€
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
137
|
||||
|
1. Basis of preparation (continued)
|
||
| – |
Amendments to IAS 1 ‘Classification of Liabilities as Current or
Non-current’
and
‘Non-current
Liabilities with Covenants’;
|
| – |
Amendment to
IFRS 16
‘Lease Liability in a Sale and Leaseback’; and
|
| – |
Amendments to IAS 7 and IFRS 7 ‘Supplier Finance Arrangements’.
|
| – |
Amendments to IAS 21 ‘Lack of Exchangeability’.
|
| – |
Amendments to IFRS 9 and IFRS 7 ‘Amendments to the Classification and Measurement of Financial Instruments’, which have been endorsed by the UKEB;
|
| – |
Amendments to IFRS 9 and IFRS 7 ‘Contracts Referencing Nature-dependent Electricity’;
|
| – |
Annual Improvements to IFRS Accounting Standards (Volume 11), which has been endorsed by the UKEB;
|
| – |
IFRS 18 ‘Presentation and Disclosure in Financial Statements’; and
|
| – |
IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’.
|
|
138
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
2. Revenue disaggregation and segmental analysis
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
139
|
||||
|
2. Revenue disaggregation and segmental analysis (continued)
|
||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Adjusted EBITDAaL
|
|
|
|
|
|
|
|
|
|
|||
|
Restructuring costs
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Interest on lease liabilities
|
|
|
|
|||||||||
|
Loss on disposal of property, plant and equipment and intangible assets
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Depreciation and amortisation on owned assets
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Share of results of equity accounted associates and joint ventures
|
(
|
) |
(
|
) |
|
|||||||
|
Impairment (charge)/reversal
|
(
|
) |
|
(
|
) | |||||||
|
Other income
|
|
|
|
|||||||||
|
Operating (loss)/profit
|
|
(
|
)
|
|
|
|
|
|
|
|||
|
Investment income
|
|
|
|
|||||||||
|
Finance costs
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
(Loss)/profit before taxation
|
|
(
|
)
|
|
|
|
|
|
|
|||
|
31 March 2025
|
Service
revenue
€
m
|
Equipment
revenue
€
m
|
Revenue from
contracts with
customers
€
m
|
Other
revenue
1
€
m
|
Interest
revenue
€
m
|
Total
segment
revenue
€
m
|
Adjusted
EBITDAaL
€
m
|
|||||||||||||||||||||
|
Germany
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
UK
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other Europe
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Türkiye
|
|
|
|
|
– |
|
|
|||||||||||||||||||||
|
Africa
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Common Functions
2
|
|
|
|
|
– |
|
|
|||||||||||||||||||||
|
Eliminations
|
(
|
) | – |
(
|
) |
(
|
) | – |
(
|
) | – | |||||||||||||||||
|
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
31 March 2024
|
Service
revenue
€
m
|
Equipment
revenue
€
m
|
Revenue from
contracts with
customers
€
m
|
Other
revenue
1
€
m
|
Interest
revenue
€
m
|
Total
segment
revenue
€
m
|
Adjusted
EBITDAaL
€
m
|
|||||||||||||||||||||
|
Germany
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
UK
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other Europe
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Türkiye
|
|
|
|
|
– |
|
|
|||||||||||||||||||||
|
Africa
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Common Functions
2
|
|
|
|
|
– |
|
|
|||||||||||||||||||||
|
Eliminations
|
(
|
) |
(
|
) |
(
|
) |
(
|
) | – |
(
|
) | – | ||||||||||||||||
|
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
| 1. |
Other revenue includes lease revenue recognised un
d
er IFRS 16 ‘Leases’ (see note 20 ‘Leases’).
|
| 2. |
Comprises central teams and business functions.
|
|
140
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
2. Revenue disaggregation and segmental analysis (continued)
|
||
|
31 March 2023
|
Service
revenue
€
m
|
Equipment
revenue
€
m
|
Revenue from
contracts with
customers
€
m
|
Other
revenue
1
€
m
|
Interest
revenue
€
m
|
Total
segment
revenue
€
m
|
Adjusted
EBITDAaL
€
m
|
|||||||||||||||||||||
|
Germany
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
UK
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Other Europe
2
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Türkiye
3
|
|
|
|
|
– |
|
|
|||||||||||||||||||||
|
Africa
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Vantage Towers
|
– | – | – |
|
– |
|
|
|||||||||||||||||||||
|
Common Functions
4
|
|
|
|
|
– |
|
|
|||||||||||||||||||||
|
Eliminations
|
(
|
) |
(
|
) |
(
|
) |
(
|
) | – |
(
|
) | – | ||||||||||||||||
|
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
| 1. |
Other revenue includes lease revenue recog
ni
sed under IFRS 16 ‘Le
ase
s’ (see note 20 ‘Leases’).
|
| 2. |
Includes the results of Vodafone Hungary which, as previously r
epor
ted, was sold in January 2023.
|
| 3. |
Includes the results of Vodafone Ghana which, as previously reported, was sold in February 2023.
|
| 4. |
Comprises central teams and business functions.
|
|
31 March 2025
|
Non-current
assets
1
€
m
|
Capital
additions
2
€
m
|
Right-of-use
asset additions
€
m
|
Other additions
to
intangible assets
3
€
m
|
Depreciation and
amortisation
€
m
|
Impairment
charge
4
€
m
|
||||||||||||||||
|
Germany
|
|
|
|
|
|
|
||||||||||||||||
|
UK
|
|
|
|
|
|
|
||||||||||||||||
|
Other Europe
|
|
|
|
|
|
|
||||||||||||||||
|
Türkiye
|
|
|
|
|
|
|
||||||||||||||||
|
Africa
|
|
|
|
|
|
|
||||||||||||||||
|
Common Functions
|
|
|
|
|
|
|
||||||||||||||||
|
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
31 March 2024
|
Non-current
assets
1
€
m
|
Capital
additions
2
€
m
|
Right-of-use
asset additions
€
m
|
Other additions
to
intangible assets
3
€
m
|
Depreciation and
amortisation
€
m
|
Impairment
reversal
4
€
m
|
||||||||||||||||
|
Germany
|
|
|
|
|
|
|
||||||||||||||||
|
UK
|
|
|
|
|
|
|
||||||||||||||||
|
Other Europe
|
|
|
|
|
|
|
||||||||||||||||
|
Türkiye
|
|
|
|
|
|
(
|
||||||||||||||||
|
Africa
|
|
|
|
|
|
|
||||||||||||||||
|
Common Functions
|
|
|
|
|
|
|
||||||||||||||||
|
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
||||||
|
31 March 2023
|
Non-current
assets
1
€
m
|
Capital
additions
2
€
m
|
Right-of-use
asset additions
€
m
|
Other additions
to
intangible assets
3
€
m
|
Depreciation and
amortisation
€
m
|
Impairment
charge
4
€
m
|
||||||||||||||||
|
Germany
|
|
|
|
|
|
|
||||||||||||||||
|
Italy
|
|
|
|
|
|
|
||||||||||||||||
|
UK
|
|
|
|
|
|
|
||||||||||||||||
|
Spain
|
|
|
|
|
|
|
||||||||||||||||
|
Other Europe
|
|
|
|
|
|
|
||||||||||||||||
|
Türkiye
|
|
|
|
|
|
|
||||||||||||||||
|
Africa
|
|
|
|
|
|
|
||||||||||||||||
|
Vantage Towers
|
|
|
|
|
|
|
||||||||||||||||
|
Common Functions
|
|
|
|
|
|
|
||||||||||||||||
|
Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
| 1. |
Comprises goodwill, other intangible assets and property, plant and equipment.
|
| 2. |
Includes additions to: (i) property, plant and equipment (excluding
right-of-use
|
| 3. |
Includes additions to licences and spectrum and customer base acquisitions.
|
| 4. |
See note 4 ‘Impairment losses’ for more information.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
141
|
||||
|
3. Operating (loss)/profit
|
||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Amortisation of intangible assets (Note 10)
|
|
|
|
|||||||||
|
Depreciation of property, plant and equipment (Note 11):
|
||||||||||||
|
Owned assets
|
|
|
|
|||||||||
|
Leased assets
|
|
|
|
|||||||||
|
Impairment charge/(reversal) (Note 4)
|
|
(
|
) |
|
||||||||
|
Staff costs (Note 24)
|
|
|
|
|||||||||
|
Amounts related to inventory included in cost of sales
|
|
|
|
|||||||||
|
Own costs capitalised attributable to the construction or acquisition of property, plant and equipment
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Gain on the revaluation of net monetary assets resulting from IAS 29 application (Note 1)
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Gain on disposal of Indus Towers Limited
1
|
|
|
|
|||||||||
|
Pledge arrangements in respect of Indus Towers Limited (Note 29)
1
|
(
|
) |
|
|
||||||||
|
Loss on disposal of Vodafone Hungary
1
|
|
|
|
|||||||||
|
Gain on disposal of Vodafone Ghana
1
|
|
|
(
|
) | ||||||||
|
Gain on disposal of Vantage Towers
1
|
|
|
(
|
) | ||||||||
| 1. |
Included in Other income in the consolidated income statement.
|
|
2025
€m |
2024
€
m
|
2023
€
m
|
||||||||||
|
Parent company
|
|
|
|
|||||||||
|
Subsidiaries
|
|
|
|
|||||||||
|
Audit fees
1
|
|
|
|
|
|
|
|
|
|
|||
|
Audit-related
2
|
|
|
|
|||||||||
|
Non-audit
fees
|
|
|
|
|
|
|
|
|
|
|||
|
Total fees
|
|
|
|
|
|
|
|
|
|
|||
| 1. |
Includes fees in connection with the interim review, preliminary announcement and controls audit required under Section 404 of the Sarbanes Oxley Act. In total this amounted to
€
€
€
|
| 2. |
Fees for special purpose audits and statutory and regulatory filings during the year. Fees for the year ended 31 March 2024 are higher than fees for the other years presented, primarily due to Reporting Accountant and audit services performed during the year which were required in connection with the merger of Vodafone UK and Three UK and the disposal of Vodafone Spain.
|
|
142
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|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
4. Impairment losses
|
||
| – |
Germany:
€
|
| – |
Romania:
€
million, reflects a discount rate increase, specifically an increase in the risk-free rate, and a downward revision of the five-year business plan.
|
|
2025
€m
|
2024
€
m
|
|||||||
|
Germany
|
|
|
||||||
|
Other
|
|
|
||||||
|
|
|
|
|
|
|
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
143
|
||||
|
4. Impairment losses (continued)
|
||
|
Assumption
|
How determined
|
|
|
Projected adjusted EBITDAaL
|
Projected adjusted EBITDAaL has been based on experience adjusted for the following:
– In Europe, mobile revenue is expected to benefit from increased usage as customers transition to higher data bundles, and new consumer and business products and services are introduced. Fixed revenue is forecast to grow as penetration is increased and more products and services are sold to customers;
– Outside of Europe, revenue is expected to continue to grow as the penetration of faster data-enabled devices rises along with higher data bundle attachment rates, and new products and services are introduced; and
– Margins are expected to be impacted by negative factors such as the cost of acquiring and retaining customers in increasingly competitive markets and by positive factors such as the efficiencies expected from the implementation of Group initiatives.
|
|
|
Projected capital expenditure
|
The cash flow forecasts for capital expenditure are based on experience and include the ongoing capital expenditure required to maintain our networks, provide products and services in line with customer expectations, including of higher data volumes and speeds, and to meet the population coverage requirements of certain of the Group’s licences. In Europe, capital expenditure is required to roll out capacity-building next generation 5G and gigabit networks. Outside of Europe, capital expenditure will be required for the continued rollout of current and next generation mobile networks in emerging markets. Capital expenditure includes cash outflows for the purchase of owned property, plant and equipment and computer software.
|
|
|
Projected licence and spectrum payments
|
To enable the continued provision of products and services, the cash flow forecasts for licence and spectrum payments for each relevant cash-generating unit include amounts for expected renewals and newly available spectrum. Beyond the
long-run
cost of spectrum is assumed.
|
|
|
Assumption
|
How determined
|
|
|
Long-term growth rate
|
For the purposes of the Group’s value in use calculations, a long-term growth rate into perpetuity is applied immediately at the end of the
– The nominal GDP growth rate forecasts for the country of operation; and
– The long-term compound annual growth rate in adjusted EBITDAaL as estimated by management.
Long-term compound annual growth rates determined by management may be lower than forecast nominal GDP growth rates due to the following market-specific factors: competitive intensity levels, maturity of business, regulatory environment or sector-specific inflation expectations.
|
|
|
Pre-tax
discount rate
|
The
pre-tax
discount rate for each cash-generating unit is derived such that when applied to
pre-tax
cash flows it gives the same result as when the observable
post-tax
weighted average cost of capital is applied to
post-tax
cash flows.
The assumptions used to develop discount rates for each cash-generating unit are benchmarked to externally available data.
– The
risk-free
rate is derived from an average yield of a
– The forward-looking equity market risk premium (an investor’s required rate of return over and above a risk-free rate) is based on studies by independent economists, the long-term average equity market risk premium and the market risk premiums typically used by valuation practitioners;
– The asset beta reflecting the systematic risk of the telecommunications segment relative to the market is determined from betas observed for comparable listed telecommunications companies; and
– The region-specific leverage ratios are estimated from ratios observed for comparable listed telecommunications companies.
Each cash-generating unit’s discount rate is determined in nominal terms to match their nominal estimates of future cash flows.
Changes in
risk-free
rates have increased and decreased the cash-generating unit discount rates in the current year.
|
|
|
144
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
4. Impairment losses (continued)
|
||
| Assumptions used in value in use calculations | ||||||||
|
Germany
%
|
Romania
%
|
|||||||
|
Pre-tax
discount rate
|
|
|
||||||
|
Long-term growth rate
|
|
|
||||||
|
Projected adjusted EBITDAaL CAGR
1
|
|
|
||||||
|
Projected capital expenditure
2
|
|
|
||||||
| Change required for carrying value to equal recoverable amount | ||||
|
UK
pps
|
||||
|
Pre-tax
discount rate
|
|
|||
|
Long-term growth rate
|
(
|
) | ||
|
Projected adjusted EBITDAaL CAGR
1
|
(
|
) | ||
|
Projected capital expenditure
2
|
|
|||
| 1. |
Projected adjusted
EBITDAaL
CAGR is expressed as the compound annual growth rates in the initial
|
| 2. |
Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial
|
| Recoverable amount less carrying value | ||||||||
|
Germany
€
bn
|
Romania
€
bn
|
|||||||
|
Base case (prior to impairment charge recognition)
|
(
|
(
|
||||||
|
Change in
pre-tax
discount rate
|
||||||||
|
Decrease by 0.5pps
|
(
|
(
|
||||||
|
Increase by 0.5pps
|
(
|
(
|
||||||
|
Change in projected adjusted EBITDAaL CAGR
1
|
||||||||
|
Decrease by 2.0pps
|
(
|
(
|
||||||
|
Increase by 2.0pps
|
(
|
(
|
||||||
| 1. |
Projected adjusted EBITDAaL CAGR is expressed as the compound annual growth rates in the initial
|
| Assumptions used in value in use calculations | ||||
|
Germany
%
|
||||
|
Pre-tax
discount rate
|
|
|||
|
Long-term growth rate
|
|
|||
|
Projected adjusted EBITDAaL CAGR
1
|
|
|||
|
Projected capital expenditure
2
|
|
|||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
145
|
||||
|
4. Impairment losses (continued)
|
||
| Change required for carrying value to equal recoverable amount | ||||||||
|
Germany
pps
|
UK
pps
|
|||||||
|
Pre-tax
discount rate
|
|
|
||||||
|
Long-term growth rate
|
(
|
(
|
||||||
|
Projected adjusted EBITDAaL CAGR
1
|
(
|
(
|
||||||
|
Projected capital expenditure
2
|
|
|
||||||
| 1. |
Projected adjusted EBITDAaL CAGR is expressed as the compound annual growth rates in the initial
|
| 2. |
Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial
|
| Assumptions used in value in use calculations | ||||||||
|
Germany
%
|
Italy
%
|
|||||||
|
Pre-tax
discount rate
|
|
|
||||||
|
Long-term growth rate
|
|
|
||||||
|
Projected adjusted EBITDAaL CAGR
1
|
|
|
||||||
|
Projected capital expenditure
2
|
|
|
||||||
| Change required for carrying value to equal recoverable amount | ||||||||||||||||
|
Germany
pps
|
Italy
pps
|
UK
pps
|
Spain
pps
|
|||||||||||||
|
Pre-tax
discount rate
|
|
|
|
|
||||||||||||
|
Long-term growth rate
|
(
|
(
|
(
|
(
|
||||||||||||
|
Projected adjusted EBITDAaL CAGR
1
|
(
|
(
|
(
|
(
|
||||||||||||
|
Projected capital expenditure
2
|
|
|
|
|
||||||||||||
| 1. |
Projected adjusted
E
CAGR is expressed as the compound annual growth rates in the initial
BIT
DAaL
|
| 2. |
Projected
capital
expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial
cash
-generating units of the plans used for impairment testing.
|
| Recoverable amount less carrying value | ||||||||
|
Italy
€
bn
|
Spain
€
bn
|
|||||||
|
Base case as at 31 March 2023
|
|
|
||||||
|
Change in
pre-tax
discount rate
|
||||||||
|
Decrease by 1pps
|
|
|
||||||
|
Increase by 1pps
|
(
|
(
|
||||||
|
Change in projected adjusted EBITDAaL CAGR
1
|
||||||||
|
Decrease by 5pps
|
(
|
(
|
||||||
|
Increase by 5pps
|
|
|
||||||
| 1. |
Projected adjusted EBITDAaL CAGR is expressed as the compound annual growth rates in the initial
|
|
146
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
5. Investment income and financing costs
|
||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Investment income
|
||||||||||||
|
Financial assets measured at amortised cost
|
|
|
|
|||||||||
|
Financial assets measured at fair value through profit and loss
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Financing costs
|
||||||||||||
|
Financial liabilities measured at amortised cost
|
||||||||||||
|
Bonds
|
|
|
|
|||||||||
|
Lease liabilities
|
|
|
|
|||||||||
|
Bank loans and other liabilities
1
|
|
|
|
|||||||||
|
Interest on derivatives
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Mark-to-market
|
(
|
) |
|
(
|
) | |||||||
|
Foreign exchange
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Net financing costs
|
|
|
|
|
|
|
|
|
|
|||
| 1. |
Interest capitalised for the year ended 31 March 2025 was
€
€
€
|
|
6. Taxation
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
147
|
||||
|
6. Taxation (continued)
|
||
|
Income tax expense
|
2025
€m
|
2024
€
m
|
2023
€
m
|
|||||||||
|
United Kingdom corporation tax expense:
|
||||||||||||
|
Current year
|
|
|
|
|||||||||
|
Adjustments in respect of prior years
|
(
|
) |
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Overseas current tax expense/(credit):
|
||||||||||||
|
Current year
|
|
|
|
|||||||||
|
Adjustments in respect of prior years
|
(
|
) |
|
(
|
) | |||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Total current tax expense
|
|
|
|
|
|
|
|
|
|
|||
|
Deferred tax on origination and reversal of temporary differences:
|
||||||||||||
|
United Kingdom deferred tax
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Overseas deferred tax
|
|
(
|
) |
(
|
) | |||||||
|
Total deferred tax expense/(credit)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||
|
Total income tax expense
|
|
|
|
|
|
|
|
|
|
|||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Current tax
|
(
|
) |
|
|
||||||||
|
Deferred tax
|
|
(
|
) |
|
||||||||
|
Total tax charged/(credited) directly to other comprehensive income
|
|
|
|
|
(
|
)
|
|
|
|
|||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Current tax
|
|
– | – | |||||||||
|
Deferred tax
|
|
|
|
|||||||||
|
Total tax charged directly to equity
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
2025
€m
|
|
2024
€
m
|
|
2023
€
m
|
||||||
|
|
|
|
|
|||||||||
|
Continuing (loss)/profit before tax as shown in the consolidated income statement
|
|
(
|
)
|
|
|
|
|
|
|
|||
|
(Loss)/profit at weighted average statutory tax rate
|
(
|
) |
|
|
||||||||
|
Impairment loss with no tax effect
1
|
|
– |
|
|||||||||
|
Disposal of Group investments
2
|
|
|
(
|
) | ||||||||
|
Effect of taxation of associates and joint ventures, reported within (loss)/profit before tax
|
|
|
(
|
) | ||||||||
|
Deferred tax credit following revaluation of investments in Luxembourg
|
– | – |
(
|
) | ||||||||
|
Previously unrecognised temporary differences and losses we expect to use in the future
3
|
– |
(
|
) |
(
|
) | |||||||
|
Previously recognised temporary differences and losses we no longer expect to use in the future
|
|
– | – | |||||||||
|
Current year temporary differences (including losses) that we currently do not expect to use
|
|
|
|
|||||||||
|
Adjustments in respect of prior year tax liabilities
|
(
|
) |
|
(
|
) | |||||||
|
Impact of tax credits and irrecoverable taxes
|
|
|
|
|||||||||
|
Deferred tax on unremitted earnings
|
|
|
(
|
) | ||||||||
|
Effect of current year changes in statutory tax rates on deferred tax balances
4
|
|
(
|
) |
|
||||||||
|
Settlement of the VISPL tax cases
|
|
– | – | |||||||||
|
Financing costs and similar not deductible/(taxable) for tax purposes
|
|
|
(
|
) | ||||||||
|
Revaluation of assets for tax purposes in Türkiye
5
|
|
(
|
) |
(
|
) | |||||||
|
Expenses not deductible for tax purposes
|
|
|
|
|||||||||
|
Income tax expense
|
|
|
|
|
|
|
|
|
|
|||
| 1. |
The Group recorded impairment charges of
€
€
non-deductible
for tax purposes.
|
| 2. |
The amount for 2025 includes
€
€
(
non-taxable
disposal of Indus Towers reduced by
€
non-deductible
settlement of MSA obligations that resulted in the release of the secondary pledge. The amount for 2024 includes
€
€
M-Pesa
Holding Company Limited and
€
tax-exempt
disposals of Vodafone Hungary and Vodafone Ghana. See note 27 ‘Acquisitions and disposals’.
|
| 3. |
The amount in 2024 includes
€
|
| 4. |
The amount for 2025 includes
€
million
in relation to
a
|
| 5. |
The amounts for 2025, 2024 and 2023 relate to inflation adjustments in Türkiye.
|
|
148
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
6. Taxation (continued)
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
1 April
|
|
|
||||||
|
Adjustment relating to assets Held for Sale
|
|
(
|
) | |||||
|
Foreign exchange movements
|
|
(
|
) | |||||
|
(Charged) / credited to the income statement
|
(
|
) |
|
|||||
|
(Charged) / credited directly to OCI
|
(
|
) |
|
|||||
|
(Charged) / credited directly to equity
|
(
|
) |
(
|
) | ||||
|
Indexation of the opening balance in respect of hyperinflation in Türkiye
|
(
|
) |
|
|||||
|
Arising on acquisitions and disposals
|
(
|
) |
|
|||||
|
31 March
|
|
|
|
|
|
|
||
|
Amount
credited/
(expensed)
in income
statement
€
m
|
Gross
deferred
tax asset
€
m
|
Gross
deferred tax
liability
€
m
|
Less
amounts
unrecognised
€
m
|
Net
recognised
deferred tax
asset/
(liability)
€
m
|
||||||||||||||||
|
Tangible assets
|
(
|
) |
|
(
|
) |
|
|
|||||||||||||
|
Intangible assets
|
|
|
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Tax losses
|
(
|
) |
|
– |
(
|
) |
|
|||||||||||||
|
Treasury related items
|
(
|
) |
|
(
|
) |
(
|
) |
(
|
) | |||||||||||
|
Temporary differences relating to revenue recognition
|
(
|
) |
|
(
|
) | – |
(
|
) | ||||||||||||
|
Temporary differences relating to leases
|
(
|
) |
|
(
|
) | – |
|
|||||||||||||
|
Other temporary differences
|
(
|
) |
|
(
|
) |
(
|
) |
|
||||||||||||
|
31 March 2025
|
|
(
|
)
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||
|
€m
|
||||
|
Deferred tax asset
|
|
|||
|
Deferred tax liability
|
(
|
) | ||
|
31 March 2025
|
|
|
|
|
|
Amount
credited/
(expensed)
in income
statement
€
m
|
Gross
deferred
tax asset
€
m
|
Gross
deferred
tax liability
€
m
|
Less
amounts
unrecognised
€
m
|
Net
recognised
deferred
tax asset/
(liability)
€
m
|
||||||||||||||||
|
Tangible assets
|
(
|
) |
|
(
|
) |
|
|
|||||||||||||
|
Intangible assets
|
|
|
(
|
) |
|
(
|
) | |||||||||||||
|
Tax losses
|
|
|
|
(
|
) |
|
||||||||||||||
|
Treasury related items
|
|
|
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Temporary differences relating to revenue recognition
|
(
|
) |
|
(
|
) |
|
(
|
) | ||||||||||||
|
Temporary differences relating to leases
|
(
|
) |
|
(
|
) |
|
|
|||||||||||||
|
Other temporary differences
|
|
|
(
|
) |
(
|
) |
|
|||||||||||||
|
31 March 2024
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||
|
€
m
|
||||
|
Deferred tax asset
|
|
|||
|
Deferred tax liability
|
(
|
) | ||
|
31 March 2024
|
|
|
|
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
149
|
||||
|
6. Taxation (continued)
|
||
|
31 March 2025
|
Expiring
within
5 years
€
m
|
Expiring
beyond
5 years
€
m
|
Unlimited
€
m
|
Total
€
m
|
||||||||||||
|
Losses for which a deferred tax asset is recognised
|
|
– |
|
|
||||||||||||
|
Losses for which no deferred tax is recognised
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
31 March 2024
|
Expiring
within
5 years
€
m
|
Expiring
beyond
5 years
€
m
|
Unlimited
€
m
|
Total
€
m
|
||||||||||||
|
Losses for which a deferred tax asset is recognised
|
|
|
|
|
||||||||||||
|
Losses for which no deferred tax is recognised
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
150
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
6. Taxation (continued)
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
151
|
||||
|
7. Discontinued operations and assets held for sale
|
||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
(Loss)/profit for the financial year - Discontinued operations
|
||||||||||||
|
Vodafone Spain
1
|
|
(
|
) |
(
|
) | |||||||
|
Vodafone Italy
2
|
(
|
) |
(
|
) |
|
|||||||
|
Total
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||
|
|
|
|
||||||||||
|
Loss per share - Discontinued operations
|
||||||||||||
|
Basic
|
(
|
(
|
(
|
|||||||||
|
Diluted
|
(
|
(
|
(
|
|||||||||
|
1.
|
The results for Vodafone Spain are for the two months to 31 May 2024 when the sale concluded.
|
|
2.
|
The results for Vodafone Italy are for the nine months to 31 December 2024 when the sale concluded.
|
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Revenue
|
|
|
|
|
|
|
|
|
|
|||
|
Cost of sales
|
(
|
(
|
(
|
|||||||||
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|||
|
Selling and distribution expenses
|
(
|
(
|
(
|
|||||||||
|
Administrative expenses
|
(
|
(
|
(
|
|||||||||
|
Net credit losses on financial assets
|
(
|
(
|
(
|
|||||||||
|
Other expense
|
– |
|
(
|
|||||||||
|
Operating profit/(loss)
|
|
|
|
|
|
|
|
(
|
|
|||
|
Investment income
|
|
|
|
|||||||||
|
Financing costs
|
(
|
(
|
(
|
|||||||||
|
Profit/(loss) before taxation
|
|
|
|
|
|
|
|
(
|
|
|||
|
Income tax credit
|
|
|
|
|||||||||
|
Profit/(loss) after tax of discontinued operations
|
|
|
|
|
|
|
|
(
|
|
|||
|
After tax loss on the re-measurement of disposal group
|
|
–
|
|
|
(
|
|
|
–
|
|
|||
|
Loss on sale of disposal group
|
|
(
|
|
|
–
|
|
|
–
|
|
|||
|
Profit/(loss) for the financial year from discontinued operations
|
|
|
|
|
(
|
|
|
(
|
|
|||
|
Total comprehensive income/ (expense) for the financial year from discontinued operations
|
||||||||||||
|
Attributable to owners of the parent
|
|
(
|
(
|
|||||||||
|
152
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
7. Discontinued operations and assets held for sale (continued)
|
||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Revenue
|
|
|
|
|
|
|
|
|
|
|||
|
Cost of sales
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Gross profit
|
|
|
|
|
|
|
|
|
|
|||
|
Selling and distribution expenses
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Administrative expenses
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Net credit losses on financial assets
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Other income/(expense)
|
– | – |
(
|
) | ||||||||
|
Operating profit
|
|
|
|
|
|
|
|
|
|
|||
|
Financing costs
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Profit before taxation
|
|
|
|
|
–
|
|
|
|
|
|||
|
Income tax credit/ (expense)
|
(
|
) |
|
|
||||||||
|
Profit after tax of discontinued operations
|
|
|
|
|
|
|
|
|
|
|||
|
After tax loss on the
re-measurement
of disposal group
|
|
–
|
|
|
(
|
)
|
|
–
|
|
|||
|
Loss on sale of disposal group
|
|
(
|
)
|
|
–
|
|
|
–
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the financial year from discontinued operations
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||
|
Total comprehensive (expense)/income for the financial year from discontinued operations
|
||||||||||||
|
Attributable to owners of the parent
|
(
|
) |
(
|
) |
|
|||||||
|
Vodafone
Spain
€m
|
Vodafone
Italy
€m
|
Total
€m
|
||||||||||
|
Non-current
assets
|
||||||||||||
|
Goodwill
|
– |
|
|
|||||||||
|
Other intangible assets
|
|
|
|
|||||||||
|
Property, plant and equipment
|
|
|
|
|||||||||
|
Other investments
|
|
– |
|
|||||||||
|
Deferred tax assets
|
– |
|
|
|||||||||
|
Trade and other receivables
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Current assets
|
||||||||||||
|
Inventory
|
|
|
|
|||||||||
|
Taxation recoverable
|
– |
|
|
|||||||||
|
Trade and other receivables
|
|
|
|
|||||||||
|
Cash and cash equivalents
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Assets held for sale
|
|
|
|
|
|
|
|
|
|
|||
|
Non-current
liabilities
|
||||||||||||
|
Borrowings
|
|
|
|
|||||||||
|
Deferred tax liabilities
|
|
– |
|
|||||||||
|
Post employment benefits
|
– |
|
|
|||||||||
|
Provisions
|
|
|
|
|||||||||
|
Trade and other payables
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Current liabilities
|
||||||||||||
|
Borrowings
|
|
|
|
|||||||||
|
Taxation liabilities
|
– |
|
|
|||||||||
|
Provisions
|
|
|
|
|||||||||
|
Trade and other payables
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Liabilities held for sale
|
|
|
|
|
|
|
|
|
|
|||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
153
|
||||
|
8. Earnings per share
|
||
|
2025
Millions
|
2024
Millions
|
2023
Millions
|
||||||||||
|
Weighted average number of shares for basic earnings per share
|
|
|
|
|||||||||
|
Effect of dilutive potential shares: Employee share schemes
|
|
|
|
|||||||||
|
Weighted average number of shares for diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
(Loss)/profit for earnings per share from continuing operations attributable to owners
|
(
|
|
|
|||||||||
|
Loss for earnings per share from discontinued operations attributable to owners
|
(
|
(
|
(
|
|||||||||
|
(Loss)/profit for basic and diluted earnings per share
|
|
(
|
|
|
|
|
|
|
|
|||
|
2025
eurocents |
2024
eurocents |
2023
eurocents |
||||||||||
|
Basic (loss)/earnings per share from continuing operations
|
(
|
|
|
|||||||||
|
Basic (loss) per share from discontinued operations
|
(
|
(
|
(
|
|||||||||
|
Basic (loss)/earnings per share
|
|
(
|
|
|
|
|
|
|
|
|||
|
2025
eurocents |
2024
eurocents |
2023
eurocents |
||||||||||
|
Diluted (loss)/earnings per share from continuing operations
|
(
|
|
|
|||||||||
|
Diluted loss per share from discontinued operations
|
(
|
(
|
(
|
|||||||||
|
Diluted (loss)/earnings per share
|
|
(
|
|
|
|
|
|
|
|
|||
|
9. Equity dividends
|
||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Declared during the financial year
|
||||||||||||
|
Final dividend for the year ended 31 March 2024:
|
||||||||||||
|
(2023:
|
|
|
|
|||||||||
|
Interim dividend for the year ended 31 March 2025:
|
||||||||||||
|
(2024:
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Proposed after the end of the year and not recognised as a liability
|
||||||||||||
|
Final dividend for the year ended 31 March 2025:
|
||||||||||||
|
(2024:
|
|
|
|
|
|
|
|
|
|
|||
|
154
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
10. Intangible assets
|
||
|
Licence and spectrum fees
|
|
|||
|
Software
|
|
|||
|
Brands
|
|
|||
|
Customer bases
|
|
|||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
155
|
||||
|
10. Intangible assets (continued)
|
||
|
Goodwill
€
m
|
Licence and
spectrum fees
€
m
|
Computer
software
€
m
|
Customer
bases
€
m
|
Other
€
m
|
Total
€
m
|
|||||||||||||||||||
|
Cost
|
||||||||||||||||||||||||
|
1 April 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Exchange movements
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Additions
|
– |
|
|
– |
|
|
||||||||||||||||||
|
Disposals
|
– |
(
|
) |
(
|
) | – |
(
|
) |
(
|
) | ||||||||||||||
|
Transfer of assets held for resale
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Hyperinflation impacts
|
|
|
|
|
|
|
||||||||||||||||||
|
31 March 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Exchange movements
|
(
|
) |
|
(
|
) |
|
(
|
) |
(
|
) | ||||||||||||||
|
Acquisition of subsidiaries
|
|
– | – |
|
– |
|
||||||||||||||||||
|
Additions
|
– |
|
|
– |
|
|
||||||||||||||||||
|
Disposals
|
– |
(
|
) |
(
|
) | – |
(
|
) |
(
|
) | ||||||||||||||
|
Hyperinflation impacts
|
|
|
|
|
|
|
||||||||||||||||||
|
Other
|
– | – |
(
|
) | – | – |
(
|
) | ||||||||||||||||
|
31 March 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Accumulated impairment losses and amortisation
|
||||||||||||||||||||||||
|
1 April 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Exchange movements
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Charge for the year
1
|
– |
|
|
|
|
|
||||||||||||||||||
|
Disposals
|
– |
(
|
) |
(
|
) | – | – |
(
|
) | |||||||||||||||
|
Transfer of assets held for resale
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Hyperinflation impacts
|
|
|
|
|
|
|
||||||||||||||||||
|
31 March 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Exchange movements
|
(
|
) |
|
(
|
) |
|
(
|
) |
(
|
) | ||||||||||||||
|
Impairments
|
|
– | – | – | – |
|
||||||||||||||||||
|
Charge for the year
1
|
– |
|
|
|
|
|
||||||||||||||||||
|
Disposals
|
– |
(
|
) |
(
|
) | – |
(
|
) |
(
|
) | ||||||||||||||
|
Hyperinflation impacts
|
|
|
|
|
|
|
||||||||||||||||||
|
31 March 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Net book value
|
||||||||||||||||||||||||
|
31 March 2024
|
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|
|
|
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|
|
|
|
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||||||
|
31 March 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
| 1. |
Included in the charge for the year ended 31 March 2025 is
€
€
|
|
which are now reported as discontinued operations. See note 7 ‘Discontinued operations and assets held for sale’ for more information.
|
|
156
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
10. Intangible assets (continued)
|
||
|
2025
|
2024 | |||||||||||
| Expiry dates |
€m
|
€
m
|
||||||||||
|
Germany
|
2025 - 2040
|
|
|
|||||||||
|
UK
|
2033 - 2041 |
|
|
|||||||||
|
Vodacom
|
2026 - 2042 |
|
|
|||||||||
|
11. Property, plant and equipment
|
||
|
Land and buildings
|
||||
|
Freehold buildings
|
|
|||
|
Leasehold premises
|
The term of the lease | |||
|
Equipment, fixtures and fittings
|
||||
|
Network infrastructure and other
|
|
|||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
157
|
||||
|
11. Property, plant and equipment (continued)
|
||
|
Land and
buildings
€
m
|
Equipment,
fixtures
and fittings
€
m
|
Total
€
m
|
||||||||||
|
Cost
|
||||||||||||
|
1 April 2023
|
|
|
|
|
|
|
|
|
|
|||
|
Exchange movements
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Additions
|
|
|
|
|||||||||
|
Disposals
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Transfer of assets held for resale
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Hyperinflation impacts
|
|
|
|
|||||||||
|
Other
|
|
|
|
|||||||||
|
31 March 2024
|
|
|
|
|
|
|
|
|
|
|||
|
Exchange movements
|
|
(
|
) |
(
|
) | |||||||
|
Additions
|
|
|
|
|||||||||
|
Disposals
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Hyperinflation impacts
|
|
|
|
|||||||||
|
Other
|
(
|
) |
|
|
||||||||
|
31 March 2025
|
|
|
|
|
|
|
|
|
|
|||
|
Accumulated depreciation and impairment
1 April 2023
|
|
|
|
|
|
|
|
|
|
|||
|
Exchange movements
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Charge for the year
1
|
|
|
|
|||||||||
|
Disposals
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Transfer of assets held for resale
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Hyperinflation impacts
|
|
|
|
|||||||||
|
31 March 2024
|
|
|
|
|
|
|
|
|
|
|||
|
Exchange movements
|
|
(
|
) |
(
|
) | |||||||
|
Charge for the year
1
|
|
|
|
|||||||||
|
Disposals
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Hyperinflation impacts
|
|
|
|
|||||||||
|
Other
|
(
|
) |
|
|
||||||||
|
31 March 2025
|
|
|
|
|
|
|
|
|
|
|||
|
Net book value
31 March 2024
|
|
|
|
|
|
|
|
|
|
|||
|
31 March 2025
|
|
|
|
|
|
|
|
|
|
|||
| 1. |
Included in the charge for the year ended 31 March 2025 was
€
€
|
|
2025
€m
|
2024
€
m
|
|||||||
|
Property, plant and equipment (owned assets)
|
|
|
||||||
|
Right-of-use
|
|
|
||||||
|
31 March
|
|
|
|
|
|
|
||
|
158
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
12. Associates and joint arrangements
|
||
|
2025
€m
|
2024
€
m
|
|||||||
| Investments in joint ventures |
|
|
||||||
| Investments in associates |
|
|
||||||
|
31 March
|
|
|
|
|
|
|
||
| Share of net liabilities in joint ventures |
(
|
) |
|
|||||
|
31 March
|
|
(
|
)
|
|
|
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
159
|
||||
|
12. Associates and joint arrangements (continued)
|
||||
| Name of joint venture | Principal activity |
Country of
incorporation or registration |
Percentage
shareholdings
1
2025 |
Percentage
shareholdings
1
2024 |
||||||||||||
|
Oak Holdings 1 GmbH
|
Network infrastructure | Germany |
|
|
||||||||||||
|
VodafoneZiggo Group Holding B.V.
|
Network operator | Netherlands |
|
|
||||||||||||
|
OXG Glasfaser Beteiligungs GmbH
|
Fibre infrastructure | Germany |
|
|
||||||||||||
|
Vodafone Idea Limited
2
|
Network operator | India |
|
|
||||||||||||
|
TPG Telecom Limited
3
|
Network operator | Australia |
|
|
||||||||||||
| 1. |
Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent.
|
| 2. |
At 31 March 2025 the fair value of the Group’s interest in Vodafone Idea Limited was INR
€
€
€
|
| 3. |
At 31 March 2025 the fair value of the Group’s interest in TPG Telecom Limited was AUD
€
€
|
|
Investment in joint ventures
1
|
(Loss)/profit for the financial year
2
|
|||||||||||||||||||||
|
2025
€m
|
2024
€
m
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||||||||||
|
Oak Holdings 1 GmbH
|
|
|
(
|
) |
(
|
) | – | |||||||||||||||
|
VodafoneZiggo Group Holding B.V.
|
|
|
(
|
) |
(
|
) |
|
|||||||||||||||
|
TPG Telecom Limited
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
|
|||||||||||||
|
INWIT S.p.A.
|
– | – | – |
|
|
|||||||||||||||||
|
Other
|
|
|
(
|
) |
(
|
) |
(
|
) | ||||||||||||||
|
Total
|
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||||
| 1. |
Includes share of net liabilities in joint ventures.
|
| 2. |
Total Other comprehensive (expense)/income is not materially different to (loss)/profit for the financial year.
|
|
160
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
12. Associates and joint arrangements (continued)
|
||
|
Oak Holdings 1 GmbH
|
VodafoneZiggo Group Holding B.V.
|
|||||||||||||||||||||||||||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
2025
€m
|
2024
€
m
|
2023
€
m
|
|||||||||||||||||||||||
|
Income statement
|
||||||||||||||||||||||||||||
|
Revenue
|
|
|
|
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating expenses
|
(
|
) |
(
|
) | – |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||
|
Depreciation and amortisation
|
(
|
) |
(
|
) | – |
(
|
) |
(
|
) |
(
|
) | |||||||||||||||||
|
Other income/(expense)
|
(
|
) |
|
– | – | – | – | |||||||||||||||||||||
|
Operating profit
|
|
|
|
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest income
|
|
|
– | – | – | – | ||||||||||||||||||||||
|
Interest expense
|
(
|
) |
(
|
) | – |
(
|
) |
(
|
) |
|
||||||||||||||||||
|
(Loss)/profit before tax
|
|
(
|
)
|
|
(
|
)
|
|
–
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
||||||||||
|
Income tax credit/(expense)
|
|
|
– |
|
|
(
|
) | |||||||||||||||||||||
|
(Loss)/profit for the financial year
1
|
|
(
|
)
|
|
(
|
)
|
|
–
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
||||||||||
|
Vodafone Idea Limited
|
TPG Telecom Limited
|
|||||||||||||||||||||||||||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
2025
€m
|
2024
€
m
|
2023
€
m
|
|||||||||||||||||||||||
|
Income statement
|
||||||||||||||||||||||||||||
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating expenses
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||
|
Depreciation and amortisation
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||
|
Other income
|
|
|
|
– | – | – | ||||||||||||||||||||||
|
Operating (loss)/profit
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest income
|
|
|
|
– | – | – | ||||||||||||||||||||||
|
Interest expense
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||
|
(Loss)/profit before tax
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
||||||||||
|
Income tax (expense)/credit
|
(
|
) |
(
|
) |
|
|
(
|
) |
(
|
) | ||||||||||||||||||
|
(Loss)/profit for the financial year
1
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
||||||||||
|
INWIT S.p.A.
|
||||||||||||||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||||
|
Income statement
|
||||||||||||||
|
Revenue
|
|
–
|
|
|
–
|
|
|
|
|
|||||
|
Operating expenses
|
– | – |
(
|
) | ||||||||||
|
Depreciation and amortisation
|
– | – |
(
|
) | ||||||||||
|
Operating profit
|
|
–
|
|
|
–
|
|
|
|
|
|||||
|
Interest expense
|
– | – |
(
|
) | ||||||||||
|
Profit before tax
|
|
–
|
|
|
–
|
|
|
|
|
|||||
|
Income tax expense
|
– | – |
(
|
) | ||||||||||
|
Profit for the financial year
1
|
|
–
|
|
|
–
|
|
|
|
|
|||||
| 1. |
Total Other comprehensive income/(expense) is not materially different to profit/(loss) for the financial year.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
161
|
||||
|
12. Associates and joint arrangements (continued)
|
||
|
Oak Holdings 1 GmbH
|
VodafoneZiggo Group Holding B.V.
|
|||||||||||||||||||
|
2025
€m
|
2024
€
m
|
2025
€m
|
2024
€
m
|
|||||||||||||||||
|
Statement of financial position
|
||||||||||||||||||||
|
Non-current
assets
|
|
|
|
|
||||||||||||||||
|
Current assets
|
|
|
|
|
||||||||||||||||
|
Total assets
|
|
|
|
|
||||||||||||||||
|
Equity shareholders’ funds
|
|
|
|
|
||||||||||||||||
|
Non-current
liabilities
|
|
|
|
|
||||||||||||||||
|
Current liabilities
|
|
|
|
|
||||||||||||||||
|
Cash and cash equivalents within current assets
|
|
|
|
|
||||||||||||||||
|
Non-current
liabilities excluding trade and other payables and provisions
|
|
|
|
|
||||||||||||||||
|
Current liabilities excluding trade and other payables and provisions
|
|
|
|
|
||||||||||||||||
|
Vodafone Idea Limited
|
TPG Telecom Limited
|
|||||||||||||||||||
|
2025
€m
|
2024
€
m
|
2025
€m
|
2024
€
m
|
|||||||||||||||||
|
Statement of financial position
|
||||||||||||||||||||
|
Non-current
assets
|
|
|
|
|
||||||||||||||||
|
Current assets
|
|
|
|
|
||||||||||||||||
|
Total assets
|
|
|
|
|
||||||||||||||||
|
Equity shareholders’ (deficit)/funds
|
(
|
) |
(
|
) |
|
|
||||||||||||||
|
Non-current
liabilities
|
|
|
|
|
||||||||||||||||
|
Current liabilities
|
|
|
|
|
||||||||||||||||
|
Cash and cash equivalents within current assets
|
|
|
|
|
||||||||||||||||
|
Non-current
liabilities excluding trade and other payables and provisions
|
|
|
|
|
||||||||||||||||
|
Current liabilities excluding trade and other payables and provisions
|
|
|
|
|
||||||||||||||||
|
Oak Holdings 1 GmbH
|
VodafoneZiggo Group Holding B.V.
|
|||||||||||||||||||||||||||
|
2025
€m
|
2024
€
m
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||||||||||||||||
|
Equity shareholders’ funds
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Interest in joint ventures
1
|
|
|
|
|
||||||||||||||||||||||||
|
Carrying value
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(Loss)/profit for the financial year
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
|
|||||||||||||||||||
|
Share of (loss)/profit
1
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|||||||||||||
|
Vodafone Idea Limited
|
TPG Telecom Limited
|
|||||||||||||||||||||||||||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
2025
€m
|
2024
€
m
|
2023
€
m
|
|||||||||||||||||||||||
|
Equity shareholders’ (deficit)/funds
|
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
||||||||||||||||
|
Interest in joint ventures
1
|
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||
|
Impairment
|
(
|
) |
(
|
) | – | – | ||||||||||||||||||||||
|
Goodwill
|
– | – |
|
|
||||||||||||||||||||||||
|
Investment proportion not recognised
|
|
|
– | – | ||||||||||||||||||||||||
|
Carrying value
|
|
–
|
|
|
–
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||
|
(Loss)/profit for the financial year
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
|
|||||||||||||||||
|
Share of (loss)/profit
1
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
|
|||||||||||||||||
|
Share of loss not recognised
|
|
|
|
– | – | – | ||||||||||||||||||||||
|
Share of (loss)/profit
1
|
|
–
|
|
|
–
|
|
|
–
|
|
|
(
|
)
|
|
(
|
)
|
|
|
|
||||||||||
|
INWIT S.p.A.
|
||||||||||||||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||||
|
Equity shareholders’ funds
|
|
–
|
|
|
–
|
|
||||||||
|
Interest in joint ventures
|
– | – | ||||||||||||
|
Carrying value
|
|
–
|
|
|
–
|
|
||||||||
|
Profit for the financial year
|
– | – |
|
|||||||||||
|
Share of profit
|
– | – |
|
|||||||||||
|
Share of profit not recognised as held for sale
|
– | – |
(
|
) | ||||||||||
|
Share of profit
|
|
–
|
|
|
–
|
|
|
|
|
|||||
| 1. |
The Group’s effective ownership percentages of Oak Holdings 1 GmbH, VodafoneZiggo Group Holding B.V., Vodafone Idea Limited and TPG Telecom Limited are
|
|
162
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
12. Associates and joint arrangements (continued)
|
||
| Principal activity |
Country of
incorporation or registration |
Percentage
shareholding
1
2025 |
Percentage
shareholding
1
2024 |
|||||||||||||
|
Safaricom PLC
1
|
Network operator | Kenya |
|
|
||||||||||||
|
Indus Towers Limited
|
Network infrastructure | India |
|
|
||||||||||||
| 1. |
Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent.
|
| 2. |
At 31 March 2025, the fair value of the Group’s interest in Safaricom PLC was KES
€
€
|
| 3. |
At 31 March 2025, the fair value of the Group’s interest in Indus Towers Limited was
€
|
|
Investment in associates
|
Profit/(loss) for the financial year
|
|||||||||||||||||||||||
|
2025
€m
|
2024
€
m
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||||||||||||
|
Safaricom PLC
1
|
|
|
|
|
|
|||||||||||||||||||
|
Indus Towers Limited
|
|
|
|
|
|
|||||||||||||||||||
|
Other
|
|
|
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
| 1. |
Other comprehensive income includes loss for the financial year, together with
€
€
|
|
Safaricom PLC
|
Indus Towers Limited
|
|||||||||||||||||||||||||||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
2025
€m
|
2024
€
m
|
2023
€
m
|
|||||||||||||||||||||||
|
Income statement
|
||||||||||||||||||||||||||||
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating expenses
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||
|
Depreciation and amortisation
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||
|
Other income
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Operating profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest income
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Interest expense
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||
|
Profit before tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income tax expense
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||
|
Profit for the financial year and total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Attributable to:
|
||||||||||||||||||||||||||||
|
- Owners of the parent
|
|
|
|
|
|
|
||||||||||||||||||||||
|
-
Non-controlling
interests
|
(
|
) |
(
|
) |
(
|
) |
|
|
|
|||||||||||||||||||
|
Statement of financial position
|
||||||||||||||||||||||||||||
|
Non-current
assets
|
|
|
|
|
||||||||||||||||||||||||
|
Current assets
|
|
|
|
|
||||||||||||||||||||||||
|
Total assets
|
|
|
|
|
||||||||||||||||||||||||
|
Equity shareholders’ funds
|
|
|
|
|
||||||||||||||||||||||||
|
Non-controlling
interests
|
|
|
|
|
||||||||||||||||||||||||
|
Non-current
liabilities
|
|
|
|
|
||||||||||||||||||||||||
|
Current liabilities
|
|
|
|
|
||||||||||||||||||||||||
|
Cash and cash equivalents within current assets
|
|
|
|
|
||||||||||||||||||||||||
|
Non-current
liabilities excluding trade and other payables and provisions
|
|
|
|
|
||||||||||||||||||||||||
|
Current liabilities excluding trade and other payables and provisions
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Equity shareholders’ funds
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Interest in associates
1
|
|
|
|
|||||||||||||||||||||||||
|
Goodwill
|
|
|
|
|||||||||||||||||||||||||
|
Carrying value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Profit for the financial year
|
|
|
|
|
|
|
||||||||||||||||||||||
|
Share of profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
| 1. |
The Group’s effective ownership percentage of Sa
fari
com PLC is
|
| 2. |
Financial information for 2025 relates to the period to 19th June 2024.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
163
|
||||
|
13. Other investments
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
Included within
non-current
assets
|
||||||||
|
Equity securities
1
|
|
|
||||||
|
Bonds and debt securities
2
|
|
|
||||||
|
|
|
|
|
|
|
|||
|
Included within current assets
|
||||||||
|
Short-term investments:
|
||||||||
|
Bonds and debt securities
3
|
|
|
||||||
|
Managed investment funds
1
|
|
|
||||||
|
|
|
|
|
|
|
|||
|
Collateral assets
4
|
|
|
||||||
|
Other investments
5
|
|
|
||||||
|
|
|
|
|
|
|
|||
| 1. |
Items measured at a fair value,
€
€
curi
ties have a valuation basis of level 1 classification, which comprises financial instruments where fair value is determined by unadjusted quoted prices in active markets for identical assets and liabilities.
€
|
| 2. |
Includes
€
non-current
investments in sovereign securities measured at amortised cost and a fair value of
€
€
€
€
€
The fair value of the remaining balance approximates the carrying value measured at amortised cost.
|
| 3. |
Items are measured at fair value and the valuation basis is level 1 classification.
|
| 4. |
Items are measured at amortised cost and the carrying amount approximates fair value.
|
| 5. |
Includes investments measured at a fair value of
€
€
|
|
164
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
14. Trade and other receivables
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
Included within
non-current
assets
|
||||||||
|
Trade receivables
|
|
|
||||||
|
Trade receivables held at fair value through other comprehensive income
|
|
|
||||||
|
Net investment in leases
|
|
|
||||||
|
Contract assets
|
|
|
||||||
|
Contract-related costs
|
|
|
||||||
|
Other receivables
|
|
|
||||||
|
Prepayments
|
|
|
||||||
|
Derivative financial instruments
|
|
|
||||||
|
|
|
|
|
|
|
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
Included within current assets
|
||||||||
|
Trade receivables
|
|
|
||||||
|
Trade receivables held at fair value through other comprehensive income
|
|
|
||||||
|
Net investment in leases
|
|
|
||||||
|
Contract assets
|
|
|
||||||
|
Contract-related costs
|
|
|
||||||
|
Amounts owed by associates and joint ventures
|
|
|
||||||
|
Other receivables
|
|
|
||||||
|
Prepayments
|
|
|
||||||
|
Derivative financial instruments
1
|
|
|
||||||
|
|
|
|
|
|
|
|
||
| 1. |
Includes
€
€
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
165
|
||||
|
15. Trade and other payables
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
Included within
non-current
liabilities
|
||||||||
|
Other payables
|
|
|
||||||
|
Insurance liabilities
|
|
|
||||||
|
Accruals
|
|
|
||||||
|
Contract liabilities
|
|
|
||||||
|
Derivative financial instruments
1
|
|
|
||||||
|
|
|
|
|
|
|
|||
|
Included within current liabilities
|
||||||||
|
Trade payables
2
|
|
|
||||||
|
Amounts owed to associates and joint ventures
|
|
|
||||||
|
Other taxes and social security payable
|
|
|
||||||
|
Other payables
|
|
|
||||||
|
Insurance liabilities
|
|
|
||||||
|
Accruals
3
|
|
|
||||||
|
Contract liabilities
|
|
|
||||||
|
Derivative financial instruments
1
|
|
|
||||||
|
|
|
|
|
|
|
|||
| 1. |
Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
|
| 2. |
Included in Trade payables are invoices that are registered for the Group’s supply chain financing programme of
€
€
€
|
| 3. |
Includes
€
€
non-discretionary
share buyback programme announced in February 2025.
|
|
166
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
16. Provisions
|
||
|
Asset
retirement
obligations
€
m
|
Legal and
regulatory
€
m
|
Restructuring
€
m
|
Other
€
m
|
Total
€
m
|
||||||||||||||||
|
1 April 2023
|
|
|
|
|
|
|||||||||||||||
|
Exchange movements
|
(
|
) |
(
|
) |
|
(
|
) |
(
|
) | |||||||||||
|
Amounts capitalised in the year
|
|
|
|
|
|
|||||||||||||||
|
Amounts charged to the income statement
|
|
|
|
|
|
|||||||||||||||
|
Utilised in the year - payments
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
Amounts released to the income statement
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
Transfer to liabilities held for sale
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
Other
|
|
|
|
|
|
|||||||||||||||
|
31 March 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Exchange movements
|
|
(
|
) |
|
(
|
) |
(
|
) | ||||||||||||
|
Amounts capitalised in the year
|
|
|
|
|
|
|||||||||||||||
|
Amounts charged to the income statement
|
|
|
|
|
|
|||||||||||||||
|
Utilised in the year - payments
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
Amounts released to the income statement
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||
|
31 March 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Asset
retirement
obligations
€
m
|
Legal and
regulatory
€
m
|
Restructuring
€
m
|
Other
€
m
|
Total
€
m
|
||||||||||||||||
|
Current liabilities
|
|
|
|
|
|
|||||||||||||||
|
Non-current
liabilities
|
|
|
|
|
|
|||||||||||||||
|
31 March 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Asset
retirement
obligations
€
m
|
Legal and
regulatory
€
m
|
Restructuring
€
m
|
Other
€
m
|
Total
€
m
|
||||||||||||||||
|
Current liabilities
|
|
|
|
|
|
|||||||||||||||
|
Non-current
liabilities
|
|
|
|
|
|
|||||||||||||||
|
31 March 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
167
|
||||
|
17. Called up share capital
|
||
|
2025
|
2024 | |||||||||||||||
|
Number
|
€m
|
Number |
€
m
|
|||||||||||||
|
Ordinary shares of 20
20
/
21
US cents each allotted, issued and fully paid:
1,2
|
||||||||||||||||
|
1 April
|
|
|
|
|
||||||||||||
|
Allotted during the year
|
|
– |
|
– | ||||||||||||
|
Cancelled during the year
|
(
|
(
|
– | – | ||||||||||||
|
31 March
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
| 1. |
At 31 March 2025, there were
|
| 2. |
At 31 March 2025, the Group held
€
€
€
€
|
|
18. Reconciliation of net cash flow from operating activities
|
||
| Note |
2025
€m
|
2024
€
m
|
2023
€
m
|
|||||||||||||
|
(Loss)/profit for the financial year
|
|
(
|
)
|
|
|
|
|
|
|
|||||||
|
Loss/(Profit) for the financial year from discontinued operations
|
|
|
|
|
|
|
|
|
|
|||||||
|
(Loss)/profit for the financial year from continuing operations
|
|
(
|
)
|
|
|
|
|
|
|
|||||||
|
Investment income
|
5 |
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Financing costs
|
5 |
|
|
|
|
|
|
|
|
|
||||||
|
Income tax expense
|
6 |
|
|
|
|
|
|
|
|
|
||||||
|
Operating (loss)/profit
|
|
(
|
)
|
|
|
|
|
|
|
|||||||
|
Adjustments for:
|
||||||||||||||||
|
Share-based payments and other
non-cash
charges
|
|
|
|
|
|
|
|
|
|
|||||||
|
Depreciation and amortisation
|
10, 11 |
|
|
|
|
|
|
|
|
|
||||||
|
Loss on disposal of property, plant and equipment and intangible assets
|
|
|
|
|
|
|
|
|
|
|||||||
|
Share of result of equity accounted associates and joint ventures
|
12 |
|
|
|
|
|
|
|
(
|
)
|
||||||
|
Impairment charge/(reversal)
|
4 |
|
|
|
|
(
|
)
|
|
|
|
||||||
|
Other income
|
3 |
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Decrease / (increase) in inventory
|
|
|
|
|
|
|
|
(
|
)
|
|||||||
|
(Increase)/decrease in trade and other receivables
|
14 |
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Increase/(decrease) in trade and other payables
|
15 |
|
|
|
|
|
|
|
|
|
||||||
|
Cash generated by operations
|
|
|
|
|
|
|
|
|
|
|||||||
|
Net tax paid
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||
|
Cashflows from discontinued operations
|
|
|
|
|
|
|
|
|
|
|||||||
|
Net cash flow from operating activities
|
|
|
|
|
|
|
|
|
|
|||||||
|
168
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
19. Cash and cash equivalents
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
Cash and bank deposits
1
|
|
|
||||||
|
Money market funds
2
|
|
|
||||||
|
Cash and cash equivalents as presented in the consolidated statement of financial position
|
|
|
|
|
|
|
||
|
Bank overdrafts
|
(
|
) |
(
|
) | ||||
|
Cash and cash equivalents of discontinued operations
|
|
|
||||||
|
Cash and cash equivalents as presented in the consolidated statement of cash flows
|
|
|
|
|
|
|
||
| 1. |
Includes bank deposits under repurchase agreements of
€
€
|
| 2. |
Items are measured at fair value and the valuation basis is level 1 classification, which comprises financial instruments where fair value is determined by unadjusted quoted prices in active markets.
|
|
20. Leases
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
169
|
||||
|
20. Leases (continued)
|
||
|
170
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
20. Leases (continued)
|
||
|
2025
€m
|
2024
€m
|
|||||||
|
Within one year
|
|
|
||||||
|
In more than one year but less than two years
|
|
|
||||||
|
In more than two years but less than three years
|
|
|
||||||
|
In more than three years but less than four years
|
|
|
||||||
|
In more than four years but less than five years
|
|
|
||||||
|
In more than five years
|
|
|
||||||
|
|
|
|
|
|
|
|||
|
Effect of discounting
|
(
|
(
|
||||||
|
Lease liability - as disclosed in note 21 ‘Borrowings’
|
|
|
|
|
|
|
||
| – |
Operating leases where the Group provides wholesale access to its fibre and cable networks, provides routers or similar equipment to fixed customers or is lessor of space on owned mobile base stations; and
|
| – |
Finance leases where the Group is
sub-lessor
of handsets or similar items in
back-to-back
|
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Operating leases
|
||||||||||||
|
Lease revenue (note 2 ‘Revenue disaggregation and segmental analysis’)
|
|
|
|
|||||||||
|
Income from leases not recognised as revenue
|
|
|
|
|||||||||
| Maturity | ||||||||||||||||||||||||||||
|
Within one
year
€
m
|
In one to
two years
€
m
|
In two to
three years
€
m
|
In three to
four years
€
m
|
In four to
five years
€
m
|
In more than
five years
€
m
|
Total
€m
|
||||||||||||||||||||||
|
Committed operating lease
payments due to the Group as a lessor
|
||||||||||||||||||||||||||||
|
31 March 2025
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
31 March 2024
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
31 March 2023
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
2025
€m
|
2024
€
m
|
|||||||
|
Within one year
|
|
|
||||||
|
In more than one year but less than two years
|
|
|
||||||
|
In more than two years but less than three years
|
|
|
||||||
|
In more than three years but less than four years
|
|
|
||||||
|
In more than four years but less than five years
|
|
|
||||||
|
In more than five years
|
|
|
||||||
|
|
|
|
|
|
|
|||
|
Unearned finance income
|
(
|
(
|
||||||
|
Net investment in leases - as disclosed in note 14 ‘Trade and other receivables’
|
|
|
|
|
|
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
171
|
||||
|
21. Borrowings
|
||
|
2025
€m
|
Re-presented
1
2024
€
m
|
|||||||
|
Non-current
borrowings
|
||||||||
|
Bonds
|
|
|
||||||
|
Bank loans
|
|
|
||||||
|
Lease liabilities (note 20 ‘Leases’)
|
|
|
||||||
|
Other borrowings
2
|
|
|
||||||
|
|
|
|
|
|
|
|||
|
Current borrowings
|
||||||||
|
Bonds
|
|
|
||||||
|
Bank loans
|
|
|
||||||
|
Lease liabilities (note 20 ‘Leases’)
|
|
|
||||||
|
Collateral liabilities
|
|
|
||||||
|
Bank borrowings secured against Indian assets
|
|
|
||||||
|
Other borrowings
2
|
|
|
||||||
|
|
|
|
|
|
|
|||
|
Borrowings
|
|
|
|
|
|
|
||
| 1. |
On 1 April 2024, the Group adopted amendments to IAS 1 ‘Presentation of Financial statements’ which has impacted the classification of certain bonds between current borrowings and
non-current
borrowings. As a result of the reclassification, comparatives at 31 March 2024, have been re-presented in accordance with IFRS requirements. See note 1 ‘Basis of preparation’ to the consolidated financial statements for more information.
|
| 2. |
Includes
€
€
€
€
and
€
€
€
€
non-current
and current borrowings respectively.
|
|
172
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
22. Capital and financial risk management
|
||
| – |
hedges of the change in fair value of recognised assets and liabilities (‘fair value hedges’);
|
| – |
hedges of highly probable forecast transactions or hedges of foreign currency or interest rate risks of firm commitments (‘cash flow hedges’); or
|
| – |
hedges of net investments in foreign operations.
|
|
2025
€m
|
2024
€
m
|
|||||||
|
Borrowings (note 21)
|
|
|
||||||
|
Cash and cash equivalents (note 19)
|
(
|
) |
(
|
) | ||||
|
Derivative financial instruments included in trade and other receivables (note 14)
|
(
|
) |
(
|
) | ||||
|
Derivative financial instruments included in trade and other payables (note 15)
|
|
|
||||||
|
Non-current
investments in sovereign securities (note 13)
|
(
|
) |
|
|||||
|
Short-term investments (note 13)
|
(
|
) |
(
|
) | ||||
|
Collateral assets (note 13)
|
(
|
) |
(
|
) | ||||
|
Financial liabilities under put option arrangements
|
|
|
||||||
|
Equity
|
|
|
||||||
|
Capital
|
|
|
|
|
|
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
173
|
||||
|
22. Capital and financial risk management (continued)
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
Cash and bank deposits (note 19)
|
|
|
||||||
|
Money market funds (note 19)
|
|
|
||||||
|
Managed investment funds (note 13)
|
|
|
||||||
|
Bonds and debt securities (note 13)
|
|
|
||||||
|
Collateral assets (note 13)
|
|
|
||||||
|
Other investments (note 13)
|
|
|
||||||
|
Derivative financial instruments (note 14)
|
|
|
||||||
|
Trade receivables (note 14)
1
|
|
|
||||||
|
Contract assets and other receivables (note 14)
|
|
|
||||||
|
Financial Guarantees
2
|
|
|
||||||
|
|
|
|
|
|
|
|||
| 1. |
Includes amounts guaranteed under sales of trade receivables
€
€
|
| 2. |
Principally comprises Vodafone Group Plc’s guarantee of the Group’s share in a multicurrency loan facility, amounting to US$
€
€
€
|
|
174
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
22. Capital and financial risk management (continued)
|
||
|
2025
|
2024 | |||||||
|
€m
|
€
m
|
|||||||
|
Collateral liabilities (note 21)
|
|
|
||||||
| Contract assets |
Trade receivables held
at amortised cost |
Trade receivables held
at fair value through
other comprehensive income |
||||||||||||||||||||||
|
2025
|
2024 |
2025
|
2024 |
2025
|
2024 | |||||||||||||||||||
|
€m
|
€
m
|
€m
|
€
m
|
€m
|
€
m
|
|||||||||||||||||||
|
1 April
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Exchange movements
|
|
(
|
) |
(
|
) |
(
|
) |
|
|
|||||||||||||||
|
Amounts charged to credit losses on financial assets
|
|
|
|
|
|
|
||||||||||||||||||
|
Transfer of assets held for sale
|
|
(
|
) |
|
(
|
) |
|
(
|
) | |||||||||||||||
|
Other
1
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
31 March
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
| 1. |
Primarily utilisation of the provision by way of
write-off.
|
|
31 March 2025
|
Trade receivables at amortised cost past due
|
|||||||||||||||||||||||
|
30 days
|
31–60
|
61–180
|
180
|
|||||||||||||||||||||
|
Due
|
or less
|
days
|
days
|
days+
|
Total
|
|||||||||||||||||||
|
€
m
|
€
m
|
€
m
|
€
m
|
€
m
|
€
m
|
|||||||||||||||||||
|
Gross carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Expected credit loss allowance
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Net carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
31 March 2024
|
Trade receivables at amortised cost past due
|
|||||||||||||||||||||||
|
30 days
|
31–60
|
61–180
|
180
|
|||||||||||||||||||||
|
Due
|
or less
|
days
|
days
|
days+
|
Total
|
|||||||||||||||||||
|
€
m
|
€
m
|
€
m
|
€
m
|
€
m
|
€
m
|
|||||||||||||||||||
|
Gross carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Expected credit loss allowance
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||||
|
Net carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
| 1. |
Contract assets relate to amounts not yet due from customers. These amounts will be reclassified as trade receivables before they become due. Trade receivables at fair value through other comprehensive income are not materially past due.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
175
|
||||
|
22. Capital and financial risk management (continued)
|
||
|
Maturity profile
1
|
Trade | |||||||||||||||||||||||||||
| payables and | ||||||||||||||||||||||||||||
| Lease | Total | other financial | ||||||||||||||||||||||||||
| Bank loans | Bonds | liabilities |
Other
2
|
Borrowings
|
liabilities
3
|
Total | ||||||||||||||||||||||
|
€
m
|
€
m
|
€
m
|
€
m
|
€
m
|
€
m
|
€
m
|
||||||||||||||||||||||
|
Within one year
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
One to two years
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Two to three years
|
|
|
|
|
|
– |
|
|||||||||||||||||||||
|
Three to four years
|
|
|
|
|
|
– |
|
|||||||||||||||||||||
|
Four to five years
|
|
|
|
|
|
– |
|
|||||||||||||||||||||
|
More than five years
|
|
|
|
|
|
– |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Effect of discount /
|
||||||||||||||||||||||||||||
|
financing rates
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||
|
31 March 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Within one year
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
One to two years
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Two to three years
|
|
|
|
|
|
– |
|
|||||||||||||||||||||
|
Three to four years
|
|
|
|
|
|
– |
|
|||||||||||||||||||||
|
Four to five years
|
|
|
|
|
|
– |
|
|||||||||||||||||||||
|
More than five years
|
|
|
|
|
|
– |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Effect of discount /
|
||||||||||||||||||||||||||||
|
financing rates
|
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||
|
31 March 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
| 1. |
Maturities reflect contractual cash flows applicable except in the event of a change of control or event of default, upon which lenders have the right, but not the obligation, to request payment within 30 days. This also applies to undrawn committed facilities. There is
|
| 2. |
Includes spectrum licence payables with maturity profile
€
€
€
€
€
€
€
€
€
€
€
€
€
€
|
| 3. |
Includes financial liabilities under put option arrangements and
non-derivative
financial liabilities presented within trade and other payables.
|
|
2025
|
2024 | |||||||||||||||||||||||
|
Payable
1
|
Receivable
1
|
Total |
Payable
1
|
Receivable
1
|
Total | |||||||||||||||||||
|
€
m
|
€
m
|
€
m
|
€
m
|
€
m
|
€
m
|
|||||||||||||||||||
|
Within one year
|
(
|
) |
|
|
(
|
) |
|
|
||||||||||||||||
|
In one to two years
|
(
|
) |
|
|
(
|
) |
|
|
||||||||||||||||
|
In two to three years
|
(
|
) |
|
|
(
|
) |
|
|
||||||||||||||||
|
In three to four years
|
(
|
) |
|
|
(
|
) |
|
|
||||||||||||||||
|
In four to five years
|
(
|
) |
|
|
(
|
) |
|
|
||||||||||||||||
|
In more than five years
|
(
|
) |
|
|
(
|
) |
|
|
||||||||||||||||
|
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|||||||
|
Effect of discount/financing rates
|
(
|
) |
(
|
) | ||||||||||||||||||||
|
Financial derivative net receivable
|
|
|
|
|
|
|
||||||||||||||||||
| 1. |
Payables and receivables are stated separately in the table above where cash settlement is on a gross basis.
|
|
176
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
22. Capital and financial risk management (continued)
|
||
|
2025
|
2024 | |||||||
|
€m
|
€
m
|
|||||||
|
Increase/ (decrease) in Profit before taxation
|
||||||||
|
EGP
|
|
|
||||||
|
TRY
|
|
|
||||||
|
ZAR
|
|
|
||||||
|
GBP
|
(
|
(
|
||||||
| a) |
The fair value of the hedging instrument on the hedge relationship designation date if the fair value is not nil;
|
| b) |
Changes in the contractual terms or timing of the payments on the hedged item; and
|
| c) |
A change in the credit risk of the Group or the counterparty with the hedging instrument.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
177
|
||||
|
22. Capital and financial risk management (continued)
|
||
| Other comprehensive income | Weighted average | |||||||||||||||||||||||||||||||||||||||||||
|
At 31 March 2025
|
Nominal
amounts
€
m
|
Carrying
value
assets
€
m
|
Carrying
value
liabilities
€
m
|
Opening
balance
1 April 2024
€
m
|
(Gain)/loss
deferred
to OCI
€
m
|
Gain/(Loss)
recycled to
financing costs
€
m
|
Closing
balance
31 March 2025
€
m
|
Maturity
year
|
FX rate
|
Euro
interest
rate
%
|
||||||||||||||||||||||||||||||||||
|
Cash flow hedges - foreign currency risk
2
|
||||||||||||||||||||||||||||||||||||||||||||
|
Cross-currency and foreign exchange swaps:
|
||||||||||||||||||||||||||||||||||||||||||||
|
- US dollar bonds
|
|
|
|
(
|
) |
(
|
) |
|
(
|
) | 2044 |
|
|
|||||||||||||||||||||||||||||||
|
- Australian dollar bonds
|
|
– |
|
(
|
) |
|
(
|
(
|
) | 2027 |
|
|
||||||||||||||||||||||||||||||||
|
- Swiss franc bonds
|
|
|
– |
(
|
) |
(
|
) |
|
(
|
) | 2030 |
|
|
|||||||||||||||||||||||||||||||
|
- Pound sterling bonds
|
|
|
|
|
|
|
|
2043 |
|
|
||||||||||||||||||||||||||||||||||
|
- Hong Kong dollar bonds
|
|
|
– |
|
(
|
) |
|
(
|
) | 2028 |
|
|
||||||||||||||||||||||||||||||||
|
- Japanese yen bonds
|
|
– |
|
(
|
) |
|
|
(
|
) | 2037 |
|
|
||||||||||||||||||||||||||||||||
|
- Norwegian krona bonds
|
|
– |
|
(
|
) |
|
|
|
2025 |
|
|
|||||||||||||||||||||||||||||||||
|
- Foreign exchange forwards
3
|
|
– |
|
(
|
) |
(
|
) |
|
|
– |
|
|
||||||||||||||||||||||||||||||||
|
Cash flow hedges - foreign currency and interest rate risk
2
|
||||||||||||||||||||||||||||||||||||||||||||
|
Cross currency swaps - US dollar bonds
|
– | – | – |
|
|
– | – | – |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Net investment hedge - foreign exchange risk
4
|
||||||||||||||||||||||||||||||||||||||||||||
|
Cross currency and foreign exchange swaps - South African rand investment
|
|
|
– |
|
|
– |
|
2026 |
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||||||||||||||||||
| Other comprehensive income | Weighted average | |||||||||||||||||||||||||||||||||||||||||||
|
At 31 March 2024
|
Nominal
amounts
€
m
|
Carrying
value
assets
€
m
|
Carrying
value
liabilities
€
m
|
Opening
balance
1 April 2023
€
m
|
(Gain)/loss
deferred
to OCI
€
m
|
Gain/(Loss)
recycled to
financing costs
€
m
|
Closing
balance
31 March 2024
€
m
|
Maturity
year
|
FX rate
|
Euro
interest
rate
%
|
||||||||||||||||||||||||||||||||||
|
Cash flow hedges - foreign currency risk
2
|
||||||||||||||||||||||||||||||||||||||||||||
|
Cross-currency and foreign exchange swaps:
|
||||||||||||||||||||||||||||||||||||||||||||
|
- US dollar bonds
|
|
|
|
(
|
) |
|
|
(
|
) | 2039 |
|
|
||||||||||||||||||||||||||||||||
|
- Australian dollar bonds
|
|
– |
|
(
|
) |
|
(
|
(
|
) | 2027 |
|
|
||||||||||||||||||||||||||||||||
|
- Swiss franc bonds
|
|
|
– |
(
|
) |
(
|
) |
|
(
|
) | 2026 |
|
|
|||||||||||||||||||||||||||||||
|
- Pound sterling bonds
|
|
|
|
(
|
) |
|
|
|
2043 |
|
|
|||||||||||||||||||||||||||||||||
|
- Hong Kong dollar bonds
|
|
|
– |
(
|
) |
|
|
– | 2028 |
|
|
|||||||||||||||||||||||||||||||||
|
- Japanese yen bonds
|
|
– |
|
(
|
) |
|
(
|
(
|
) | 2037 |
|
|
||||||||||||||||||||||||||||||||
|
- Norwegian krona bonds
|
|
– |
|
(
|
) |
|
(
|
(
|
) | 2026 |
|
|
||||||||||||||||||||||||||||||||
|
- Foreign exchange forwards
3
|
|
– |
|
(
|
) |
(
|
) |
|
(
|
) | 2024 |
|
– | |||||||||||||||||||||||||||||||
|
Cash flow hedges - foreign currency and interest rate risk
2
|
||||||||||||||||||||||||||||||||||||||||||||
|
Cross currency swaps - US dollar bonds
|
– | – | – |
(
|
) |
|
– | – | – |
|
|
|||||||||||||||||||||||||||||||||
|
Net investment hedge - foreign exchange risk
4
|
||||||||||||||||||||||||||||||||||||||||||||
|
Cross currency and foreign exchange swaps - South African rand investment
|
|
|
– |
|
(
|
) | – |
|
2026 |
|
|
|||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| 1. |
Fair value movement deferred into other comprehensive income includes
€
g
(2024:
ain
€
€
gain
(2024:
€
|
| 2. |
For cash flow hedges, the movement in the hypothetical derivative (hedged item) mirrors that of the hedging instrument. Hedge ineffectiveness of the swaps designated in a cash flow hedge during the period was
€
€
|
| 3. |
Includes euro and US dollar forward contracts against Turkish lira to hedge foreign currency forecast expenditures in local markets. Notional amounts of
€
€
€
|
| 4. |
Hedge ineffectiveness of swaps designated in a net investment hedge during the period was
€
€
|
|
178
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
22. Capital and financial risk management (continued)
|
||
|
Borrowings
€
m
|
Derivative
assets and
liabilities
€
m
|
Financial
liabilities
under
put options
€
m
|
Other
liabilities
3
€
m
|
Assets and
liabilities
from
financing
activities
€
m
|
||||||||||||||||
|
1 April 2024
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|||||
|
Cash movements
|
||||||||||||||||||||
|
Proceeds from issuance of long-term borrowings
|
|
|
|
|
|
|||||||||||||||
|
Repayment of borrowings
1
|
(
|
) |
|
|
|
(
|
) | |||||||||||||
|
Net movement in short-term borrowings
|
|
|
|
|
|
|||||||||||||||
|
Net movement in derivatives
|
– |
|
– | – |
|
|||||||||||||||
|
Interest paid
1
|
(
|
) |
|
|
(
|
) |
(
|
) | ||||||||||||
|
Purchase of treasury shares
|
|
|
|
(
|
) |
(
|
) | |||||||||||||
|
Non-cash
movements
|
||||||||||||||||||||
|
Fair value movements
|
|
(
|
) |
|
|
(
|
) | |||||||||||||
|
Foreign exchange
|
|
|
– |
(
|
) |
|
||||||||||||||
|
Interest costs
2
|
|
(
|
) |
|
|
|
||||||||||||||
|
Lease additions
|
|
|
|
|
|
|||||||||||||||
|
Other
|
|
(
|
) |
|
|
|
||||||||||||||
|
31 March 2025
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|||||
|
Borrowings
€
m
|
Derivative
assets and
liabilities
€
m
|
Financial
liabilities
under
put options
€
m
|
Other
liabilities
€
m
|
Assets and
liabilities
from
financing
activities
€
m
|
||||||||||||||||
|
1 April 2023
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
|
|
|
|||||
|
Cash movements
|
||||||||||||||||||||
|
Proceeds from issuance of long-term borrowings
|
|
|
|
|
|
|||||||||||||||
|
Repayment of borrowings
1
|
(
|
) |
|
|
|
(
|
) | |||||||||||||
|
Net movement in short-term borrowings
|
(
|
) |
|
|
|
(
|
) | |||||||||||||
|
Net movement in derivatives
|
– |
|
– | – |
|
|||||||||||||||
|
Interest paid
1
|
(
|
) |
|
(
|
) |
(
|
) |
(
|
) | |||||||||||
|
Other
|
– | – |
(
|
) | – |
(
|
) | |||||||||||||
|
Non-cash
movements
|
||||||||||||||||||||
|
Fair value movements
|
– |
|
– | – |
|
|||||||||||||||
|
Foreign exchange
|
|
(
|
) | – |
|
(
|
) | |||||||||||||
|
Interest costs
2
|
|
(
|
) |
|
|
|
||||||||||||||
|
Lease additions
|
|
– | – | – |
|
|||||||||||||||
|
Transfer of assets and liabilities held for sale
|
(
|
) |
(
|
) | – |
(
|
) |
(
|
) | |||||||||||
|
Other
|
|
|
|
– |
|
|||||||||||||||
|
31 March 2024
|
|
|
|
|
(
|
)
|
|
–
|
|
|
|
|
|
|
|
|||||
|
1.
|
Includes
€
€
€
€
|
|
2.
|
Includes
€
€
|
|
3.
|
Movement in Other liabilities primarily relate to share buyback programmes.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
179
|
||||
|
22. Capital and financial risk management (continued)
|
||||
|
At 31 March 2025
|
Related amounts not set off in the balance sheet | |||||||||||||||||||||||
|
Gross amount
€
m
|
Amount set
off
€
m
|
Amounts
presented in
balance sheet
€
m
|
Right of set
off with
derivative counterparties
€
m
|
Collateral
(liabilities)/ assets
1
€
m
|
Net amount
€
m
|
|||||||||||||||||||
|
Derivative financial assets
|
|
– |
|
(
|
(
|
|
||||||||||||||||||
|
Derivative financial liabilities
|
(
|
– |
(
|
|
|
|
||||||||||||||||||
|
Total
|
|
|
|
|
–
|
|
|
|
|
|
–
|
|
|
(
|
|
|
|
|
||||||
|
At 31 March 2024
|
Related amounts not set off in the balance sheet | |||||||||||||||||||||||
|
Gross amount
€
m
|
Amount set
off
€
m
|
Amounts
presented in balance sheet
€
m
|
Right of set
off with
derivative counterparties
€
m
|
Collateral
(liabilities)/ assets
1
€
m
|
Net amount
€
m
|
|||||||||||||||||||
|
Derivative financial assets
|
|
– |
|
(
|
(
|
|
||||||||||||||||||
|
Derivative financial liabilities
|
(
|
– |
(
|
|
|
|
||||||||||||||||||
|
Total
|
|
|
|
|
–
|
|
|
|
|
|
–
|
|
|
(
|
|
|
|
|
||||||
| 1. |
Excludes
non-cash
collateral of
€
€
|
|
180
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
23. Directors and key management compensation
|
||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Short-term remuneration
|
|
|
|
|||||||||
|
Long-term incentive schemes
1
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||
| 1. |
Relates to share-based payments.
|
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Short-term employee benefits
|
|
|
|
|||||||||
|
Share-based payments
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|||
|
24. Employees
|
||
|
2025
Employees
|
2024
Employees
|
2023
Employees
|
||||||||||
|
By activity
|
||||||||||||
|
Operations
|
|
|
|
|||||||||
|
Selling and distribution
|
|
|
|
|||||||||
|
Customer care and administration
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
By segment
|
||||||||||||
|
Germany
|
|
|
|
|||||||||
|
UK
|
|
|
|
|||||||||
|
Other Europe
|
|
|
|
|||||||||
|
Africa
|
|
|
|
|||||||||
|
Türkiye
1
|
|
|
|
|||||||||
|
Vantage Towers
|
– | – |
|
|||||||||
|
Common Functions
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Discontinued operations
|
|
|
|
|||||||||
|
Total
|
|
|
|
|
|
|
|
|
|
|||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Wages and salaries
|
|
|
|
|||||||||
|
Social security costs
|
|
|
|
|||||||||
|
Other pension costs (note 25 ‘Post employment benefits’)
|
|
|
|
|||||||||
|
Share-based payments (note 26 ‘Shared-based payments’)
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
Discontinued operations
|
|
|
|
|||||||||
|
Total
|
|
|
|
|
|
|
|
|
|
|||
| 1. |
In the year ended 31 March 2023, the segment was named Other Markets and also included the results of Vodafone Ghana which, as previously reported, was sold in February 2023. Other Markets was
re-named
to Türkiye because this segment comprised only Vodafone Türkiye in the years ended 31 March 2024 and 31 March 2025.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
181
|
||||
|
25. Post employment benefits
|
||
|
1.
|
Vodafone Italia S.p.A’s (‘Vodafone Italy’s’) defined contribution and defined benefit schemes have been transferred to Swisscom AG (see note 27 ‘Acquisitions and disposals’). However, some small Group Italian schemes remain.
|
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Defined contribution plans
|
|
|
|
|||||||||
|
Defined benefit plans
|
|
|
|
|||||||||
|
Total amount charged to staff costs (note 24 ‘Employees’)
|
|
|
|
|||||||||
|
Defined benefit net interest (income) in financing costs
|
(
|
) |
|
|
||||||||
|
Total amount charged to income statement
|
|
|
|
|
|
|
|
|
|
|||
|
182
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
25. Post employment benefits (continued)
|
||
|
Risk description
|
Mitigation
|
|
|
Investment strategy risk
Underperformance of the investment strategy relative to the changes in the Vodafone UK Plan’s liabilities, which are sensitive to interest rates and inflation, potentially leading to shortfalls in meeting pension obligations.
|
The plan adopts a liability driven investment framework, by investing in assets that aim to match the characteristics of the Vodafone UK Plan’s liabilities. This can help to hedge the risk of future changes in interest rate and inflation and also reduce balance sheet volatility. | |
|
Longevity risk
Pensions paid by the Vodafone UK Plan are guaranteed for life, and, therefore, if members are expected to live longer, the liabilities increase.
|
The Vodafone UK Plan’s funding targets include a margin for prudence to reflect uncertainty in future life expectancy. Both sections of the Vodafone UK Plan have pensioner annuity policies which help reduce exposure to changes in longevity. Longevity risk is also monitored by the trustees on a regular basis through its risk management framework. | |
|
Regulatory risk
Changes in pension regulations and accounting standards can impact the Group’s pension obligations and reporting requirements.
|
There is open communication with the trustees and advisors of the Vodafone UK Plan to understand the impact of any changes in regulation and to proactively address potential resulting risks. | |
|
2025
%
|
2024
%
|
2023
%
|
||||||||||
|
Weighted average actuarial assumptions used at 31 March
1
|
||||||||||||
|
Rate of inflation
2
|
|
|
|
|||||||||
|
Rate of increase in salaries
3
|
|
|
|
|||||||||
|
Discount rate
|
|
|
|
|||||||||
| 1. |
Figures shown represent a weighted average assumption of the individual plans.
|
| 2. |
The rate of increase in pensions in payment and deferred revaluation are dependent on the rate of inflation.
|
| 3. |
Relates only to schemes open to future accrual primarily in Germany, Ireland and India.
|
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Current service cost
|
|
|
|
|||||||||
|
Net past service cost
|
|
|
|
|||||||||
|
Net interest (income) included within staff costs
|
|
(
|
(
|
|||||||||
|
Total net cost included within staff costs
|
|
|
|
|
|
|
|
|
|
|||
|
Net interest (income) included in financing costs
|
(
|
|
|
|||||||||
|
Total net cost included within profit and loss
|
|
|
|
|
|
|
|
|
|
|||
|
Actuarial losses recognised in the SOCI
|
|
|
|
|||||||||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
183
|
||||
|
25. Post employment benefits (continued)
|
||
|
Assets
€
m
|
Liabilities
€
m
|
Net surplus
€
m
|
||||||||||
|
1 April 2023
|
|
|
|
|
(
|
|
|
|
|
|||
|
Service cost
|
– |
(
|
(
|
|||||||||
|
Interest income/(cost)
|
|
(
|
|
|||||||||
|
Return on plan assets excluding interest income
|
(
|
– |
(
|
|||||||||
|
Actuarial gains arising from changes in demographic assumptions
|
– |
|
|
|||||||||
|
Actuarial gains arising from changes in financial assumptions
|
– |
|
|
|||||||||
|
Actuarial losses arising from experience adjustments
|
– |
(
|
(
|
|||||||||
|
Employer cash contributions
|
|
– |
|
|||||||||
|
Member cash contributions
|
|
(
|
– | |||||||||
|
Benefits paid
|
(
|
|
– | |||||||||
|
Exchange rate movements
|
|
(
|
|
|||||||||
|
Liabilities held for sale
|
– |
|
|
|||||||||
|
Other movements
|
(
|
– |
(
|
|||||||||
|
31 March 2024
|
|
|
|
|
(
|
|
|
|
|
|||
|
Service cost
|
– |
(
|
(
|
|||||||||
|
Interest income/(cost)
|
|
(
|
|
|||||||||
|
Return on plan assets excluding interest income
|
(
|
– |
(
|
|||||||||
|
Actuarial gains arising from changes in demographic assumptions
|
– |
|
|
|||||||||
|
Actuarial gains arising from changes in financial assumptions
|
– |
|
|
|||||||||
|
Actuarial losses arising from experience adjustments
|
– |
(
|
(
|
|||||||||
|
Employer cash contributions
|
|
– |
|
|||||||||
|
Member cash contributions
|
|
(
|
– | |||||||||
|
Benefits paid
|
(
|
|
|
– | ||||||||
|
Exchange rate movements
|
|
(
|
|
|||||||||
|
Other movements
|
(
|
– |
(
|
|||||||||
|
31 March 2025
|
|
|
|
|
(
|
|
|
|
|
|||
|
2025
€m
|
2024
€
m
|
|||||||
|
Analysis of net surplus:
|
||||||||
|
Total fair value of plan assets
|
|
|
||||||
|
Present value of funded plan liabilities
|
(
|
(
|
||||||
|
Net surplus for funded plans
|
|
|
|
|
|
|
||
|
Present value of unfunded plan liabilities
|
(
|
(
|
||||||
|
Net surplus
|
|
|
|
|
|
|
||
|
Net surplus is analysed as:
|
|
|
|
|||||
|
Assets
1
|
|
|
||||||
|
Liabilities
|
(
|
(
|
||||||
| 1. |
All net surpluses are reported as non-current assets in the consolidated statement of financial position. Pension assets are deemed to be recoverable and there are no adjustments in respect of minimum funding requirements as economic benefits are available to the Group either in the form of future refunds or, for plans still open to benefit accrual, in the form of possible reductions in future contributions.
|
|
CWW Section
|
Vodafone Section
|
|||||||||||||||
|
2025
€m
|
2024
€
m
|
2025
€m
|
2024
€
m
|
|||||||||||||
|
Analysis of net surplus:
|
||||||||||||||||
|
Total fair value of plan assets
|
|
|
|
|
||||||||||||
|
Present value of plan liabilities
|
(
|
(
|
(
|
|
(
|
|||||||||||
|
Net surplus
1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
| 1. |
All net surpluses are reported as
non-current
assets in the consolidated statement of financial position.
|
|
184
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
25. Post employment benefits (continued)
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
Cash and cash equivalents
|
|
|
||||||
|
Equity investments:
|
||||||||
|
With quoted prices in an active market
|
|
|
||||||
|
Without quoted prices in an active market
|
|
|
||||||
|
Debt instruments:
|
||||||||
|
With quoted prices in an active market
|
|
|
||||||
|
Without quoted prices in an active market
|
|
|
||||||
|
Property:
|
||||||||
|
With quoted prices in an active market
|
|
|
||||||
|
Without quoted prices in an active market
|
|
|
||||||
|
Derivatives
1
:
|
||||||||
|
Without quoted prices in an active market
|
|
|
||||||
|
Investment funds
|
|
|
||||||
|
Annuity policies
|
||||||||
|
Without quoted prices in an active market
|
|
|
||||||
|
Total
|
|
|
|
|
|
|
||
| 1. |
Derivatives include collateral held in the form of cash. Assets are valued using ‘level 2’ inputs under IFRS 13 ‘Fair Value Measurement’ principles and classified as unquoted accordingly.
|
| Rate of inflation |
Rate of increase
in salaries
|
Discount rate | Life expectancy | |||||||||||||||||||||||||||||
|
Decrease
by
€
m
|
Increase
by
€
m
|
Decrease
by
€
m
|
Increase
by
€
m
|
Decrease
by
€
m
|
Increase
by
€
m
|
Decrease
by
€
m
|
Increase
by
€
m
|
|||||||||||||||||||||||||
|
(Decrease)/increase in the present value of the defined benefit obligation
1
|
(
|
|
(
|
|
|
(
|
(
|
|
||||||||||||||||||||||||
| 1. |
The sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another. In presenting this sensitivity analysis, the change in the present value of the defined benefit obligation has been calculated on the same basis as prior years using the projected unit credit method at the end of the year, which is the same as that applied in calculating the defined benefit obligation liability recognised in the statement of financial position. The rate of inflation assumption sensitivity factors in the impact of changes to all assumptions relating to inflation including the rate of increase in salaries, pension increases and deferred revaluations.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
185
|
||||
|
26. Share-based payments
|
||
| – |
|
| – |
|
| Ordinary share options | ||||||||||||
|
2025
Millions
|
2024
Millions
|
2023
Millions
|
||||||||||
|
1 April
|
|
|
|
|||||||||
|
Granted during the year
|
|
|
|
|||||||||
|
Forfeited during the year
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
Exercised during the year
|
– | – |
(
|
) | ||||||||
|
Expired during the year
|
(
|
) |
(
|
) |
(
|
) | ||||||
|
31 March
|
|
|
|
|
|
|
|
|
|
|||
|
Weighted average exercise price:
|
||||||||||||
|
1 April
|
£
|
£
|
£
|
|||||||||
|
Granted during the year
|
£
|
£
|
£
|
|||||||||
|
Forfeited during the year
|
£
|
£
|
£
|
|||||||||
|
Exercised during the year
|
£
|
£
|
£
|
|||||||||
|
Expired during the year
|
£
|
£
|
£
|
|||||||||
|
31 March
|
|
£
|
|
|
£
|
|
|
£
|
|
|||
|
31 March 2025
|
31 March 2024 | |||||||||||||||||||||||
|
Outstanding
shares
Millions
|
Weighted
average exercise
price
|
Weighted
remaining average contractual life
Months
|
Outstanding
shares
Millions
|
Weighted
average exercise
price
|
Weighted
remaining
average
contractual life
Months
|
|||||||||||||||||||
|
Vodafone Group Sharesave Plan:
|
||||||||||||||||||||||||
|
£
|
|
£
|
|
|
£
|
|
||||||||||||||||||
|
2025
|
2024 | 2023 | ||||||||||||||||||||||
|
Millions
|
Weighted
average fair
value at
grant date
|
Millions |
Weighted
average fair
value at
grant date
|
Millions |
Weighted
average fair
value at
grant date
|
|||||||||||||||||||
|
1 April
|
|
£
|
|
£
|
|
£
|
||||||||||||||||||
|
Granted
|
|
£
|
|
£
|
|
£
|
||||||||||||||||||
|
Vested
|
(
|
£
|
(
|
£
|
(
|
£
|
||||||||||||||||||
|
Forfeited
|
(
|
£
|
(
|
£
|
(
|
£
|
||||||||||||||||||
|
31 March
|
|
|
|
|
£
|
|
|
|
|
|
£
|
|
|
|
|
|
£
|
|
||||||
|
186
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
27. Acquisitions and disposals
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
Cash consideration (paid)
|
|
|
|
|
|
|
||
|
Other
|
(
|
) |
|
|||||
|
|
|
(
|
)
|
|
|
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
Cash consideration received / (paid)
|
||||||||
|
Other
|
|
(
|
) | |||||
|
|
|
|
|
|
(
|
)
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
Cash consideration received/(paid)
|
||||||||
|
Vodafone Spain
|
|
|
||||||
|
Vodafone Italy
|
|
|
||||||
|
Vodafone Hungary
|
|
(
|
) | |||||
|
Net cash disposed
|
(
|
) |
(
|
) | ||||
|
|
|
|
|
|
(
|
)
|
||
|
€
m
|
||||
|
Other intangible assets
|
(
|
) | ||
|
Property, plant and equipment
|
(
|
) | ||
|
Other investments
|
(
|
) | ||
|
Inventory
|
(
|
) | ||
|
Trade and other receivables
|
(
|
) | ||
|
Cash and cash equivalents
|
(
|
) | ||
|
Current and deferred taxation
|
|
|||
|
Borrowings
|
|
|||
|
Trade and other payables
|
|
|||
|
Provisions
|
|
|||
|
Net assets disposed
|
|
(
|
)
|
|
|
Cash proceeds
1
|
|
|||
|
Non-cash consideration (Zegona shares)
2
|
|
|||
|
Other effects
|
|
|||
|
Net loss on disposal
3
|
|
(
|
)
|
|
| 1. |
Excludes
€
|
| 2. |
The non-cash consideration comprises an investment in Zegona shares with a fair value of
€
|
| 3. |
Included in ‘Loss for the financial year - Discontinued operations’ in the consolidated income statement.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
187
|
||||
|
27. Acquisitions and disposals (continued)
|
||
|
€
m
|
||||
|
Goodwill
|
(
|
) | ||
|
Other intangible assets
|
(
|
) | ||
|
Property, plant and equipment
|
(
|
) | ||
|
Inventory
|
(
|
) | ||
|
Trade and other receivables
|
(
|
) | ||
|
Cash and cash equivalents
|
(
|
) | ||
|
Current and deferred taxation
|
(
|
) | ||
|
Borrowings
|
|
|||
|
Trade and other payables
|
|
|||
|
Post employment benefits
|
35
|
|||
|
Provisions
|
|
|||
|
Net assets disposed
|
|
(
|
)
|
|
|
Cash proceeds
1
|
|
|||
|
Other effects
|
(
|
) | ||
|
Net loss on disposal
2
|
|
(
|
)
|
|
| 1. |
Excludes
€
|
| 2. |
Included in ‘Loss for the financial year - Discontinued operations’ in the consolidated income statement.
|
|
188
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
28. Commitments
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
2025
€m
|
|
2024
€
m
|
||||
|
|
|
|
||||||
|
Contracts placed for future capital expenditure not provided in the financial statements
1, 2
|
|
|
||||||
| 1. |
Commitment includes contracts placed for property, plant and equipment and intangible assets.
|
| 2. |
Includes
€
€
|
|
29. Contingent liabilities and legal proceedings
|
||
|
2025
€m
|
2024
€
m
|
|||||||
|
Performance and payment bonds
1
|
|
|
||||||
| 1. |
Performance bonds require the Group to make payments to third parties in the event that the Group does not perform what is expected of it under the terms of any related contracts or commercial arrangements.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
189
|
||||
|
29. Contingent liabilities and legal proceedings (continued)
|
||
|
190
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
29. Contingent liabilities and legal proceedings (continued)
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
191
|
||||
|
29. Contingent liabilities and legal proceedings (continued)
|
||
|
192
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
29. Contingent liabilities and legal proceedings (continued)
|
||
|
30. Related party transactions
|
||
|
2025
€m
|
2024
€
m
|
2023
€
m
|
||||||||||
|
Sales of goods and services to associates
|
|
|
|
|||||||||
|
Purchase of goods and services from associates
|
|
|
|
|||||||||
|
Sales of goods and services to joint arrangements
|
|
|
|
|||||||||
|
Purchase of goods and services from joint arrangements
|
|
|
|
|||||||||
|
Interest income receivable from joint arrangements
1
|
|
|
|
|||||||||
|
Interest expense payable to joint arrangements
1
|
|
|
|
|||||||||
|
Trade balances owed:
|
||||||||||||
|
by associates
|
|
|
||||||||||
|
to associates
|
|
|
||||||||||
|
by joint arrangements
|
|
|
||||||||||
|
to joint arrangements
|
|
|
||||||||||
|
Other balances owed by joint arrangements
1
|
|
|
||||||||||
|
Other balances owed to joint arrangements
2
|
|
|
|
|
|
|||||||
| 1. |
Amounts arise primarily through VodafoneZiggo and Oak Holdings 1 GmbH. Interest is paid/received in line with market rates.
|
| 2. |
Amounts are primarily in relation to leases of tower space from Oak Holdings 1 GmbH.
|
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
193
|
||||
|
31. Related undertakings
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Albania
|
||||||||
|
Autostrada Tirane-Durres, Rruga: “Pavaresia”, Nr 61, Kashar, Tirana, Albania
|
||||||||
|
Vodafone Albania Sh.A
|
|
Ordinary shares | ||||||
|
Rruga “Ibrahim Rugova”, Sky Tower, Kati I 5, Hyrja , Tiranë 1000, Albania
|
||||||||
|
_VOIS Albania Shpk.
|
|
Ordinary shares | ||||||
|
Australia
|
||||||||
|
Mills Oakley, Level 7, 151 Clarence Street, Sydney NSW 2000, Australia
|
||||||||
|
Vodafone Enterprise Australia Pty Limited
|
|
Ordinary shares | ||||||
|
Austria
|
||||||||
|
Eversheds Sutherland Rechtsanwälte GmbH, Kärntner Ring 12, 3. Stock, 1010, Wien, Austria
|
||||||||
|
Vodafone Enterprise Austria GmbH
|
|
Quotas shares | ||||||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Bahrain
|
||||||||
|
RSM Bahrain, 3
rd
floor Falcon Tower, Diplomatic Area, Manama, PO BOX 11816, Bahrain
|
||||||||
|
Vodafone Enterprise Bahrain W.L.L.
|
|
Ordinary shares | ||||||
|
Belgium
|
||||||||
|
Malta House, rue Archimède 25, 1000 Bruxelles, Belgium
|
||||||||
|
Vodafone Belgium SA/NV
|
|
Ordinary shares | ||||||
|
Brazil
|
||||||||
|
Av. Paulista 37 – 4° andar, Sala 427, Bela Vista, CEP, 01311-902, São Paulo, Brazil
|
||||||||
|
Vodafone Empresa Brasil Telecomunicações Ltda
|
|
Ordinary shares | ||||||
|
Rua Boa Vista, No. 254, room 1304 (parte), Centro, São Paulo, 01014907, Brazil
|
||||||||
|
Vodafone Serviços Empresariais Brasil Ltda
|
|
Ordinary shares | ||||||
|
Bulgaria
|
||||||||
|
10 Tsar Osvoboditel Blvd., 3
rd
Floor, Spredets Region, Sofia, 1000, Bulgaria
|
||||||||
|
Vodafone Enterprise Bulgaria EOOD
|
|
Ordinary shares | ||||||
|
Canada
|
||||||||
|
c/o ARC Information Services Inc., 3-84 Castlebury Crescent, Toronto ON M2H 1W8, Canada
|
||||||||
|
Vodafone Canada Inc.
|
|
Common shares | ||||||
|
Cayman Islands
|
||||||||
|
One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
|
||||||||
|
CGP Investments (Holdings) Limited
|
|
Ordinary shares | ||||||
|
China
|
||||||||
|
Level 9, Tower 2, China Central Place, Room 941, No. 79 Jianguo Road, Chaoyang District, Beijing, 100025, China
|
||||||||
|
Vodafone Enterprise Communications Technical Service (Shanghai) Co., Ltd. Beijing Branch
2
|
|
Branch | ||||||
|
Room 1603, 16
th
Floor, 1200 Pudong Avenue, Free Trade Zone, Shanghai, China
|
||||||||
|
Vodafone Enterprise Communications Technical Service (Shanghai) Co., Ltd.
|
|
Ordinary shares | ||||||
|
Room 625, Floor 6, Building 1-A, No. 19, Ronghua Middle Road, Beijing Economic and Technological Development Zone, Beijing, China
|
||||||||
|
Vodafone Automotive Technologies (Beijing) Co, Ltd
|
|
Ordinary shares | ||||||
|
Congo, The Democratic Republic of the
|
||||||||
|
292 Avenue de La Justice, Commune de la Gombe, Kinshasa, The Democratic Republic of the Congo
|
||||||||
|
Vodacom Congo (RDC) SA
5
|
|
Ordinary shares | ||||||
|
540 avenue de la justice, second floor, Gombe, Kinshasa, The Democratic Republic of the Congo
|
||||||||
|
Vodacash S.A
5
|
|
Ordinary shares | ||||||
|
194
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
31. Related undertakings (continued)
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Cyprus
|
||||||||
|
Ali Riza Caddesi No: 33/A Ortaköy, Lefkoşa, Cyprus
|
||||||||
|
Vodafone Evde Operations Ltd
|
|
Ordinary shares | ||||||
|
Vodafone Mobile Operations Limited
|
|
Ordinary shares | ||||||
|
Czech Republic
|
||||||||
|
Námĕstí Junkových 2, Prague 5, 15500, Czech Republic
|
||||||||
|
Nadace Vodafone Česká Republika
|
|
Trustee | ||||||
|
Oskar Mobil s.r.o.
|
|
Ordinary shares | ||||||
|
Vodafone Czech Republic A.S.
|
|
Ordinary shares | ||||||
|
Vodafone Enterprise Europe (UK) Limited - Czech Branch
2
|
|
Branch | ||||||
|
Praha 4, Závišova 502/5, 14000, Nusle, Czech Republic
|
||||||||
|
Závišova Real Estate, s.r.o.
|
|
Ordinary shares | ||||||
|
Denmark
|
||||||||
|
c/o Lundgrens Advokatpartnerselskab, Tuborg Boulevard 12, 2900, Hellerup, Denmark
|
||||||||
|
Vodafone Enterprise Denmark A/S
|
|
Ordinary shares | ||||||
|
Egypt
|
||||||||
|
37 Kasr El Nil St, 4
th
Floor, Cairo, Egypt
|
||||||||
|
Starnet
5
|
|
Ordinary shares | ||||||
|
54 El Batal Ahmed Abed El Aziz, Mohandseen, Giza, Egypt
|
||||||||
|
Sarmady Communications
5
|
|
Ordinary shares | ||||||
|
Building no. 2109 “VHUB1”, Smart Village, Cairo Alexandria, Egypt
|
||||||||
|
Vodafone International Services LLC
5
|
|
Ordinary shares | ||||||
|
Site No 15/3C, Central Axis, 6
th
October City, Egypt
|
||||||||
|
Vodafone Egypt Telecommunications S.A.E.
5
|
|
Ordinary shares | ||||||
|
Smart Village C3 Vodafone Building, Egypt
|
||||||||
|
Vodafone Data
5
|
|
Ordinary shares | ||||||
|
Vodafone Building Zahraa EL Maadi, Building A, Service Area D, Maadi, Cairo, Egypt
|
||||||||
|
Vodafone For Trading
5
|
|
Ordinary shares | ||||||
|
Finland
|
||||||||
|
c/o Eversheds Asianajotoimisto Oy, Fabianinkatu 29B, Helsinki, 00100, Finland
|
||||||||
|
Vodafone Enterprise Finland Oy
|
|
Ordinary shares | ||||||
|
France
|
||||||||
|
1300 route de Cretes, Le WTC, Bat I1, 06560, Valboone Soph, France
|
||||||||
|
Vodafone Automotive Telematics Development S.A.S
|
|
Ordinary shares | ||||||
|
La Défense Cours Valmy , 1-7 Le Belvédère , 92800, Puteaux, France
|
||||||||
|
Vodafone Automotive France S.A.S
|
|
Ordinary shares | ||||||
|
Le Belvédère, 1-7 cours Valmy, 92800, Puteaux, France
|
||||||||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Vodafone Enterprise France SAS
|
|
New euro shares | ||||||
|
Rue Champollion, 22300, Lannion, France
|
||||||||
|
Apollo Submarine Cable System Ltd - French Branch
2
|
|
Branch | ||||||
|
Germany
|
||||||||
|
Altes Forsthaus 2, 67661, Kaiserslautern, Germany
|
||||||||
|
TKS Telepost Kabel-Service Kaiserslautern GmbH
3
|
|
Ordinary shares | ||||||
|
BetastraBe 6-8, 85774 Unterföhring, Germany
|
||||||||
|
Vodafone Deutschland GmbH
|
|
Ordinary shares | ||||||
|
Buschurweg 4, 76870 Kandel, Germany
|
||||||||
|
Vodafone Automotive Deutschland GmbH
|
|
Ordinary shares | ||||||
|
Ferdinand-Braun-Platz 1, 40549, Düsseldorf, Germany
|
||||||||
|
Vodafone Enterprise Germany GmbH
|
|
Ordinary A shares,
Ordinary B shares |
|
|||||
|
Vodafone GmbH
|
|
Ordinary A shares,
Ordinary B shares |
|
|||||
|
Vodafone Group Services GmbH
|
|
Ordinary shares | ||||||
|
Vodafone IoT Germany GmbH
|
|
Ordinary shares | ||||||
|
Vodafone Stiftung Deutschland Gemeinnützige GmbH
|
|
Ordinary shares | ||||||
|
Vodafone West GmbH
|
|
Ordinary shares | ||||||
|
Friedrich-Wilhelm-Strasse 2, 38100, Braunschweig, Germany
|
||||||||
|
KABELCOM Braunschweig Gesellschaft Für Breitbandkabel-Kommunikation Mit Beschränkter Haftung
3
|
|
Ordinary shares | ||||||
|
KABELCOM Wolfsburg Gesellschaft für Breitbandkabel-Kommunikation mit beschränkter Haftung
3
|
|
Ordinary shares | ||||||
|
Holzmarkt 1, 50676, Köln, North Rhine-Westphalia, Germany
|
||||||||
|
Grandcentrix GmbH
|
|
Ordinary shares | ||||||
|
Nobelstrasse 55, 18059, Rostock, Germany
|
||||||||
|
Urbana Teleunion Rostock GmbH & Co. KG
3
|
|
Ordinary shares | ||||||
|
Greece
|
||||||||
|
12,5 km National Road Athens-Lamia, Metamorfosi, Athens, 14452, Greece
|
||||||||
|
Vodafone Innovus S.A.
|
|
Ordinary shares | ||||||
|
1-3 Tzavella str, 152 31 Halandri, Athens, Greece
|
||||||||
|
Fiber2All S.A.
|
|
Ordinary shares | ||||||
|
Fiber2All Holdings S.A.
|
|
Ordinary shares | ||||||
|
Vodafone-Panafon Hellenic Telecommunications Company S.A.
|
|
Ordinary shares | ||||||
|
Pireos 163 & Ehelidon, Athens, 11854, Greece
|
||||||||
|
360 Connect S.A.
|
|
Ordinary shares | ||||||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
195
|
||||
|
31. Related undertakings (continued)
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Guernsey
|
||||||||
|
Plaza House, Third Floor, Elizabeth Avenue, St. Peter Port, GY1 2HU, Guernsey
|
||||||||
|
Silver Stream Investments Limited
|
|
Ordinary shares | ||||||
|
Roseneath, The Grange, St. Peter Port, GY1 2QJ, Guernsey
|
||||||||
|
VBA Holdings Limited
5
|
|
|
Ordinary shares,
Non-voting
irredeemable non-
cumulative preference
shares
|
|
||||
|
VBA International Limited
5
|
|
|
Ordinary shares,
Non-voting
irredeemable non-
cumulative preference shares |
|
||||
|
Hong Kong
|
||||||||
|
Level 24, Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong
|
||||||||
|
Vodafone Enterprise Hong Kong Ltd
|
|
Ordinary shares | ||||||
|
Hungary
|
||||||||
|
40-44 Hungaria Krt., Budapest, H-1087, Hungary
|
||||||||
|
VSSB Vodafone Szolgáltató Központ Budapest Zártkörűen Működő Részvénytársaság
|
|
Registered ordinary
shares |
|
|||||
|
India
|
||||||||
|
10
th
Floor, Tower A&B, Global Technology Park, (Maple Tree Building), Marathahalli Outer Ring Road, Devarabeesanahalli Village, Varthur Hobli, Bengaluru, Karnataka, 560103, India
|
||||||||
|
Cable & Wireless Networks India Private Limited
|
|
Equity shares | ||||||
|
Cable and Wireless (India) Limited - Branch
2
|
|
Branch | ||||||
|
Cable and Wireless Global (India) Private Limited
|
|
Equity shares | ||||||
|
201-206, Shiv Smriti Chambers, 49/A, Dr. Annie Besant Road, Mumbai, Maharashtra, Worli, 400018, India
|
||||||||
|
Omega Telecom Holdings Private Limited
|
|
Equity shares | ||||||
|
Vodafone India Services Private Limited
|
|
Equity shares | ||||||
|
Flat No. 1, 1st Floor, 3A, New Bowbazar Lane, Bowbazar, Kolkata, West Bengal, 700012, India
|
||||||||
|
Usha Martin Telematics Limited
|
|
Equity shares | ||||||
|
Table Space, 5th Floor, Tower B, Panchshil Business Park, Viman Nagar, Pune, Maharashtra, 411014, India
|
||||||||
|
Vodafone Global Services Private Limited
|
|
Equity shares | ||||||
|
Ireland
|
||||||||
|
3rd Floor, Waterloo Exchange, Waterloo Road, Dublin 4, D04 E5W7, Ireland
|
||||||||
|
Vodafone International Financing Designated Activity Company
|
|
Ordinary shares | ||||||
|
38/39 Fitzwilliam Square West, Dublin 2, DO2 NX53, Ireland
|
||||||||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Vodafone Enterprise Global Limited
|
|
Ordinary shares | ||||||
|
Vodafone Global Network Limited
|
|
Ordinary shares | ||||||
|
Mountainview, Leopardstown, Dublin 18, Ireland
|
||||||||
|
Vodafone Group Services Ireland Limited
|
|
Ordinary shares | ||||||
|
Vodafone Ireland Limited
|
|
Ordinary shares | ||||||
|
Vodafone Ireland Retail Limited
|
|
Ordinary shares | ||||||
|
Italy
|
||||||||
|
Via Astico 41, 21100 Varese, Italy
|
||||||||
|
Vodafone Automotive Electronic Systems S.r.L
|
|
Ordinary shares | ||||||
|
Vodafone Automotive S.p.A
|
|
Ordinary shares | ||||||
|
Vodafone Automotive Telematics S.r.L
|
|
Ordinary shares | ||||||
|
Via Bisceglie 73, 20152, Milan, Italy
|
||||||||
|
Vodafone Enterprise Italy S.r.L
|
|
Euro shares | ||||||
|
Vodafone Servizi E Tecnologie S.R.L.
|
|
Equity shares | ||||||
|
Via Gabriele D’Annunzio, 4, 21010 Vizzola Ticino, VA, Italy
|
||||||||
|
Vodafone Automotive Italia S.p.A
|
|
Ordinary shares | ||||||
|
Via Lorenteggio 240, Milan, Italy
|
||||||||
|
Vodafone IoT Italy, S.R.L.
|
|
Quotas shares | ||||||
|
Japan
|
||||||||
|
KAKiYA building, 9F, 2-7-17 Shin-Yokohama, Kohoku-ku, Yokoha-City, Kanagawa, 222-0033, Japan
|
||||||||
|
Vodafone Automotive Japan KK
|
|
Ordinary shares | ||||||
|
The Executive Centre, Level 20, Shin Marunouchi Center Building, 1-6-2 Marunouchi, Chiyoda-ku, Tokyo, 100-0005, Japan
|
||||||||
|
Vodafone Enterprise U.K. - Japanese Branch
2
|
|
Branch | ||||||
|
Vodafone Global Enterprise (Japan) K.K.
|
|
Ordinary shares | ||||||
|
Jersey
|
||||||||
|
44 Esplanade, St Helier, JE4 9WG, Jersey
|
||||||||
|
Vodafone International 2 Limited
|
|
Ordinary shares | ||||||
|
Kenya
|
||||||||
|
6th Floor, ABC Towers, ABC Place, Waiyaki Way, Nairobi, 00100, Kenya
|
||||||||
|
Vodafone Kenya Limited
5
|
|
Ordinary voting shares | ||||||
|
The Riverfront, 4th floor, Prof. David Wasawo Drive, Off Riverside Drive, Nairobi, Kenya
|
||||||||
|
Vodacom Business (Kenya) Limited
5
|
|
Ordinary shares | ||||||
|
Korea, Republic of
|
||||||||
|
ASEM Tower level 37, 517 Yeongdong-daero, Gangnam-gu, Seoul, 135-798, Korea, Republic of
|
||||||||
|
Vodafone Enterprise Korea Limited
|
|
Ordinary shares | ||||||
|
196
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
31. Related undertakings (continued)
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Lesotho
|
||||||||
|
585 Mabile Road, Vodacom Park, Maseru, Lesotho
|
||||||||
|
VCL Financial Services (PTY) Ltd
5
|
|
Ordinary shares | ||||||
|
Vodacom Lesotho (Pty) Limited
5
|
|
Ordinary shares | ||||||
|
Luxembourg
|
||||||||
|
15 rue Edward Steichen, Luxembourg, 2540, Luxembourg
|
||||||||
|
Tomorrow Street GP S.à r.l.
|
|
Ordinary shares | ||||||
|
Vodafone Enterprise Luxembourg S.A.
|
|
Ordinary euro
shares |
|
|||||
|
Vodafone Global Connect S.à r.l.
|
|
Ordinary shares | ||||||
|
Vodafone International 1 S.à r.l.
|
|
Ordinary shares | ||||||
|
Vodafone International M S.à r.l.
|
|
Ordinary shares | ||||||
|
Vodafone Investments Luxembourg S.à r.l.
|
|
Ordinary shares | ||||||
|
Vodafone Luxembourg S.à r.l.
|
|
Ordinary shares | ||||||
|
Vodafone Procurement Company S.à r.l.
|
|
Ordinary shares | ||||||
|
Vodafone Roaming Services S.à r.l.
|
|
Ordinary shares | ||||||
|
Malaysia
|
||||||||
|
Suite 13.03, 13th Floor, Menara Tan & Tan, 207 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia
|
||||||||
|
Vodafone Global Enterprise (Malaysia) Sdn Bhd
|
|
Ordinary shares | ||||||
|
Malta
|
||||||||
|
Portomaso Business Tower, Level 15B, St Julians, STJ 4011, Malta
|
||||||||
|
Vodafone Holdings Limited
|
|
‘A’ Ordinary shares,
‘B’ Ordinary shares |
|
|||||
|
Vodafone Insurance Limited
|
|
‘A’ Ordinary shares,
‘B’ Ordinary shares |
|
|||||
|
Mauritius
|
||||||||
|
10th Floor, Standard Chartered Towers, 19 Cybercity, Ebene, Mauritius
|
||||||||
|
Mobile Wallet VM1
5
|
|
Ordinary shares | ||||||
|
Mobile Wallet VM2
5
|
|
Ordinary shares | ||||||
|
VBA (Mauritius) Limited
5
|
|
|
Ordinary shares,
Redeemable preference shares |
|
||||
|
Vodacom International Limited
5
|
|
|
Ordinary shares,
Non Cumulative preference shares |
|
||||
|
Fifth Floor, Ebene Esplanade, 24 Bank Street, Cybercity, Ebene, Mauritius
|
||||||||
|
Al-Amin Investments Limited
|
|
Ordinary shares | ||||||
|
Array Holdings Limited
|
|
Ordinary shares | ||||||
|
Asian Telecommunication Investments (Mauritius) Limited
|
|
Ordinary shares | ||||||
|
CCII (Mauritius), Inc.
|
|
Ordinary shares | ||||||
|
CGP India Investments Ltd.
|
|
Ordinary shares | ||||||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Euro Pacific Securities Ltd.
|
|
Ordinary shares | ||||||
|
Mobilvest
|
|
Ordinary shares | ||||||
|
Prime Metals Ltd.
|
|
Ordinary shares | ||||||
|
Trans Crystal Ltd.
|
|
Ordinary shares | ||||||
|
Vodafone Mauritius Ltd.
|
|
Ordinary shares | ||||||
|
Vodafone Telecommunications (India) Limited
|
|
Ordinary shares | ||||||
|
Vodafone Tele-Services (India) Holdings Limited
|
|
Ordinary shares | ||||||
|
Mexico
|
||||||||
|
Avenida Insurgentes Sur No. 1647, Piso 12, despacho 1202, Colonia San José Insurgentes, Alcaldía Benito Juárez, C.P. 03900, Ciudad de México, Mexico
|
||||||||
|
Vodafone Empresa México S.de R.L. de C.V.
|
|
|
Corporate
certificate series A shares,
Corporate
certificate series B shares |
|
||||
|
Mozambique
|
||||||||
|
Rua dos Desportistas, Numero 649, Cidade de Maputo, Mozambique
|
||||||||
|
Vodacom Moçambique, SA
5
|
|
Ordinary shares | ||||||
|
Vodacom M-Pesa, SA
5
|
|
Ordinary shares | ||||||
|
Netherlands
|
||||||||
|
Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, Netherlands
|
||||||||
|
Vodafone Enterprise Netherlands B.V.
|
|
Ordinary shares | ||||||
|
Vodafone Europe B.V.
|
|
Ordinary shares | ||||||
|
Vodafone International Holdings B.V.
|
|
Ordinary shares | ||||||
|
Zuid - hollanden 7, Rode Olifant, Spaces, 2596AL, den Haag, Netherlands
|
||||||||
|
IOT.NXT B.V.
5
|
|
Ordinary shares | ||||||
|
IoT.nxt EMENA B.V
5
|
|
Ordinary shares | ||||||
|
IoT.nxt Europe BV
5
|
|
Ordinary shares | ||||||
|
New Zealand
|
||||||||
|
74 Taharoto Road, Takapuna, Auckland, 0622, New Zealand
|
||||||||
|
Vodafone Enterprise Hong Kong Limited - New Zealand Branch
2
|
|
Branch | ||||||
|
Norway
|
||||||||
|
c/o EconPartner AS, Dronning Mauds gate 15, Oslo, 0250, Norway
|
||||||||
|
Vodafone Enterprise Norway AS
|
|
Ordinary shares | ||||||
|
Oman
|
||||||||
|
Knowledge Oasis Muscat, Al-seeb, Muscat, Governorate P.O Box 104 135, Oman
|
||||||||
|
Vodafone Services LLC
|
|
Shares | ||||||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
197
|
||||
|
31. Related undertakings (continued)
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Poland
|
||||||||
|
ul. Towarowa 28, 00-839, Warsaw, Poland
|
||||||||
|
Vodafone Business Poland sp. z o.o.
|
|
Ordinary shares | ||||||
|
Portugal
|
||||||||
|
Av. D. João II, nº 36 - 8º Piso, 1998 - 017, Parque das Nações, Lisboa, Portugal
|
||||||||
|
Oni Way - Infocomunicacoes, S.A
|
|
Ordinary shares | ||||||
|
Vodafone Enterprise Spain, S.L.U. – Portugal Branch
2
|
|
Branch | ||||||
|
Vodafone IoT Portugal, Unipessoal Lda.
|
|
Quotas shares | ||||||
|
Vodafone Portugal - Comunicacoes Pessoais, S.A.
|
|
Ordinary shares | ||||||
|
Vodafone Solutions, Unipessoal LDA
|
|
Quota shares | ||||||
|
Romania
|
||||||||
|
1 A Constantin Ghercu Street, 10th Floor, 6th District, Bucharest, Romania
|
||||||||
|
UPC Services S.R.L. (in liquidation)
|
|
Ordinary shares | ||||||
|
13 Duca Voda Street, Ploiesti, Prahova County, Romania
|
||||||||
|
Isys Professional SRL
|
|
Ordinary shares | ||||||
|
18 Diligenței Steet, 1st floor, Building C1, Ploiesti, Prahova County, Romania
|
||||||||
|
Evotracking SRL
|
|
Ordinary shares | ||||||
|
201 Barbu Vacarescu Street, 5th floor, 2nd District, Bucharest, Romania
|
||||||||
|
Vodafone External Services SRL
|
|
Ordinary shares | ||||||
|
201 Barbu Vacarescu Street, Mezzanine, District 2, Bucharest, Romania
|
|
|
|
|||||
|
Vodafone Foundation
|
|
Sole member | ||||||
|
201 Barbu Vacarescu, 4th floor, 2nd District, Bucharest, Romania
|
||||||||
|
Vodafone Romania S.A
|
|
Ordinary shares | ||||||
|
62 D Nordului Street, District 1, Bucharest, Romania
|
||||||||
|
UPC Foundation
|
|
Sole member | ||||||
|
Oltenitei Street no. 2, City Offices Building, 3rd Floor, Bucharest 4th District, Romania
|
||||||||
|
Vodafone România Technologies SRL
|
|
Ordinary shares | ||||||
|
Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 1, Bucharest, Romania
|
||||||||
|
Vodafone România M - Payments SRL
|
|
Ordinary shares | ||||||
|
Russian Federation
|
||||||||
|
Build. 2, 14/10, Chayanova str., 125047, Moscow, Russian Federation
|
||||||||
|
Cable & Wireless CIS Svyaz LLC
|
|
Charter capital shares | ||||||
|
Serbia
|
||||||||
|
Vladimira Popovića 38-40, New Belgrade, 11070, Serbia
|
||||||||
|
Vodafone Enterprise Equipment Limited Ogranak u Beogradu - Serbia Branch
2
|
|
Branch | ||||||
|
Singapore
|
||||||||
|
Asia Square Tower 2, 12 Marina View, #17-01, 018961, Singapore
|
||||||||
|
Vodafone Enterprise Singapore Pte.Ltd
|
|
Ordinary shares | ||||||
|
Slovakia
|
||||||||
|
Karadžičova 2, mestská časť Staré mesto, Bratislava, 811 09, Slovakia
|
||||||||
|
Vodafone Global Network Limited - organizačná zložka (Slovakia Branch)
2
|
|
Branch | ||||||
|
Prievozská 6, Bratislava, 821 09, Slovakia
|
||||||||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Vodafone Czech Republic A.S. - Slovakia Branch
2
|
|
Branch | ||||||
|
South Africa
|
||||||||
|
9 Kinross Street, Germiston South, 1401, South Africa
|
||||||||
|
Vodafone Holdings (SA) Proprietary Limited
|
|
Ordinary shares | ||||||
|
Vodafone Investments (SA) Proprietary Limited
|
|
|
Ordinary A shares, ‘B’
Ordinary no par value shares |
|
||||
|
Irene Link Building C, Third Floor, 5 Impala Avenue, Doringkloof, Centurion, Gauteng, 0046, South Africa
|
||||||||
|
10T Holdings Proprietary Limited
5
|
|
Ordinary shares | ||||||
|
IoT.nxt (Pty) Limited
5
|
|
Ordinary shares | ||||||
|
IoT.nxt Development (Pty) Limited
5
|
|
Ordinary shares | ||||||
|
Knightsbridge Office Park, 33 Sloane Street, Bryanston, Sandton, Gauteng, 2191, South Africa
|
||||||||
|
MAST Services Proprietary Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa
|
||||||||
|
Infinity Services Partner Company
5
|
|
Ordinary shares | ||||||
|
Jupicol (Proprietary) Limited
5
|
|
Ordinary shares | ||||||
|
Mezzanine Ware Proprietary Limited
5
|
|
Ordinary shares | ||||||
|
Motifprops 1 (Proprietary) Limited
5
|
|
Ordinary shares | ||||||
|
Nexio (Proprietary) Limited
5
|
|
Ordinary shares | ||||||
|
Sphinx Investment Holding Company (RF) (Proprietary) Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom (Pty) Limited
5
|
|
Ordinary shares,
Ordinary A shares |
|
|||||
|
Vodacom Business Africa Group (Pty) Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom Business Africa SA (Pty) Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom Financial Services (Proprietary) Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom Group Limited
|
|
Ordinary shares | ||||||
|
Vodacom Insurance Administration Company (Proprietary) Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom Insurance Company (RF) Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom International Holdings (Pty) Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom Life Assurance Company (RF) Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom Payment Services (Proprietary) Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom Properties No 1 (Proprietary) Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom Properties No.2 (Pty) Limited
5
|
|
Ordinary shares | ||||||
|
Wheatfields Investments 276 (Proprietary) Limited
5
|
|
Ordinary shares | ||||||
|
XLink Communications (Proprietary) Limited
5
|
|
Ordinary A shares | ||||||
|
198
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
31. Related undertakings (continued)
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Spain
|
||||||||
|
Antracita, 7 - 28045, Madrid, Spain
|
||||||||
|
Vodafone Automotive Iberia S.L.
|
|
Ordinary shares | ||||||
|
Avenida de América 115, 28042, Madrid, Spain
|
||||||||
|
Vodafone Enterprise Spain SLU
|
|
Ordinary euro
shares |
||||||
|
Torre Norte Adif, Explanada de la Estación no 7, 29002, Málaga, Spain
|
||||||||
|
Vodafone Intelligent Solutions España, S.L.U.
|
|
Ordinary shares | ||||||
|
Vodafone IoT Spain, S.L.
|
|
Ordinary shares | ||||||
|
Sweden
|
||||||||
|
C/o Aspia AB, Kopparbergsvägen 11a, 722 13, Västerås, Sweden
|
||||||||
|
Vodafone Enterprise Sweden AB
|
|
|
Ordinary shares,
Shareholder’s contribution shares |
|
||||
|
Switzerland
|
||||||||
|
C/o BDO AG, Schiffbaustrasse 2, 8005, Zurich, Switzerland
|
||||||||
|
Vodafone Enterprise Switzerland AG
|
|
Ordinary shares | ||||||
|
Taiwan
|
||||||||
|
22F., No.100, Songren Road., Xinyi District, Taipei City, 11070, Taiwan
|
||||||||
|
Vodafone Global Enterprise Taiwan Limited
|
|
Ordinary shares | ||||||
|
Tanzania, United Republic of
|
||||||||
|
15 Floor, Vodacom Tower, Ursino Estate, Plot No. 23, Bagamoyo Road, Dar es Salaam, United Republic of Tanzania
|
||||||||
|
M-Pesa Limited
5
|
|
|
Ordinary A shares,
Ordinary B shares |
|
||||
|
Shared Networks Tanzania Limited
5
|
|
Ordinary shares | ||||||
|
Smile Communications Tanzania Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom Tanzania Public Limited Company
5
|
|
Ordinary shares | ||||||
|
3rd Floor, Maktaba (Library), ComplexBibi, Titi Mohaned Road, Dar es Salaam, United Republic of Tanzania
|
||||||||
|
Gateway Communications Tanzania Limited
5
|
|
Ordinary shares | ||||||
|
Thailand
|
||||||||
|
725 Metropolis Building, 20th floor, Unit 100, Sukhumvit Road, Klongton Nua Sub-district, Watthana District, Bangkok, 10110, Thailand
|
||||||||
|
Vodafone Business Siam Co., Ltd.
|
|
Ordinary shares | ||||||
|
Türkiye
|
||||||||
|
Büyükdere Caddesi, No: 251, Maslak, Şişli / İstanbul, 34398, Türkiye
|
||||||||
|
Vodafone Bilgi Ve Iletisim Hizmetleri AS
|
|
Registered shares | ||||||
|
Vodafone Dagitim, Servis ve Icerik Hizmetleri A.S.
|
|
Ordinary shares | ||||||
|
Vodafone Holding A.S.
|
|
Registered shares | ||||||
|
Vodafone Kule ve Altyapi Hizmetleri A.S.
|
|
Ordinary shares | ||||||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Vodafone Mall Ve Elektronik Hizmetler Ticaret AS
|
|
Ordinary shares | ||||||
|
Vodafone Net İletişim Hizmetleri A.S.
|
|
Ordinary shares | ||||||
|
Vodafone Telekomunikasyon A.S
|
|
Registered shares | ||||||
|
İTÜ Ayazağa Kampüsü, Koru Yolu, Arı Teknokent Arı 3 Binası, Maslak, İstanbul, 586553, Türkiye
|
||||||||
|
Vodafone Teknoloji Hizmetleri A.S.
|
|
Registered shares | ||||||
|
Maslak Mah. AOS 55 Sk. 42 Maslak Sit. B Blok Apt. No: 4/663 , Sarıyer Istanbul, Türkiye
|
||||||||
|
Vodafone Finansman A.S.
|
|
Ordinary shares | ||||||
|
Vodafone Elektronik Para Ve Ödeme Hizmetleri A.S.
|
|
Registered shares | ||||||
|
Vodafone Sigorta Aracilik Hizmetleri A.S.
|
|
Ordinary shares | ||||||
|
Maslak Mah. Büyükdere Cad. Büyükdere No: 251, Sarıyer, Istanbul , 34453, Türkiye
|
||||||||
|
VOIS Turkey Akilli Çözümler Limited Şirketi
|
|
Ordinary shares | ||||||
|
Ukraine
|
||||||||
|
Bohdana Khmelnytskogo Str. 19-21, Kyiv, Ukraine
|
||||||||
|
LLC Vodafone Enterprise Ukraine
|
|
|
Ownership
percentage shares |
|
||||
|
United Arab Emirates
|
||||||||
|
16-SD 129, Ground Floor, Building 16-Co Work, Dubai Internet City, United Arab Emirates
|
||||||||
|
Vodacom Fintech Services FZ-LLC
5
|
|
Ordinary shares | ||||||
|
DSO ABCN 81010, ABCN DSO HQ, Dubai Silicon Oasis, Dubai, UAE, United Arab Emirates
|
||||||||
|
Sarmady Middle East FZE
5
|
|
Ordinary shares | ||||||
|
Office 101, 1st Floor, DIC Building 1, Dubai Internet City, Dubai, United Arab Emirates
|
||||||||
|
Vodafone Enterprise Europe (UK) Limited - Dubai Branch
2
|
|
Branch | ||||||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
199
|
||||
|
31. Related undertakings (continued)
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
United Kingdom
|
||||||||
|
11 Staple Inn Building, London, WC1V 7QH, United Kingdom
|
||||||||
|
Vodacom Business Africa Group Services Limited
5
|
|
|
Ordinary shares,
Preference shares |
|
||||
|
Vodacom UK Limited
5
|
|
|
Ordinary shares,
Ordinary B shares,
Non-redeemable
ordinary A shares,
Non-redeemable
preference shares |
|
||||
|
50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ, United Kingdom
|
||||||||
|
Thus Group Holdings Limited
|
|
Ordinary shares | ||||||
|
Thus Group Limited
|
|
Ordinary shares | ||||||
|
Vodafone (Scotland) Limited
|
|
Ordinary shares | ||||||
|
3 More London, Riverside, London, SE12AQ, United Kingdom
|
||||||||
|
IoT Nxt UK Limited
5
|
|
Ordinary shares | ||||||
|
Quarry Corner, Dundonald, Belfast, BT16 1UD, Northern Ireland
|
||||||||
|
Energis (Ireland) Limited
|
|
|
A ordinary shares,
B ordinary shares,
C ordinary shares,
D ordinary shares
|
|
||||
|
Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom
|
||||||||
|
Apollo Submarine Cable System Limited
|
|
Ordinary shares | ||||||
|
Cable & Wireless Aspac Holdings Limited
|
|
Ordinary shares | ||||||
|
Cable & Wireless CIS Services Limited
|
|
Ordinary shares | ||||||
|
Cable & Wireless Communications Data Network Services Limited
|
|
|
‘A’ Ordinary shares,
‘B’ Ordinary shares
|
|
||||
|
Cable & Wireless Europe Holdings Limited
|
|
Ordinary shares | ||||||
|
Cable & Wireless Global Telecommunication Services Limited
|
|
Ordinary shares | ||||||
|
Cable & Wireless UK Holdings Limited
|
|
Ordinary shares | ||||||
|
Cable & Wireless Worldwide Limited
|
|
Ordinary shares | ||||||
|
Cable and Wireless (India) Limited
|
|
Ordinary shares | ||||||
|
Cable and Wireless Nominee Limited
|
|
Ordinary shares | ||||||
|
Central Communications Group Limited
|
|
|
Ordinary shares,
Ordinary A shares |
|
||||
|
Energis Communications Limited
|
|
Ordinary shares | ||||||
|
Energis Squared Limited
|
|
Ordinary shares | ||||||
|
London Hydraulic Power Company (The)
|
|
|
Ordinary shares,
5% Non-Cumulative
preference shares |
|
||||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Navtrak Ltd
|
|
Ordinary shares | ||||||
|
Project Telecom Holdings Limited
1
|
|
Ordinary shares | ||||||
|
Rian Mobile Limited
|
|
Ordinary shares | ||||||
|
Talkmobile Limited
|
|
Ordinary shares | ||||||
|
The Eastern Leasing Company Limited
|
|
Ordinary shares | ||||||
|
Thus Limited
|
|
Ordinary shares | ||||||
|
Vodafone 2.
|
|
Ordinary shares | ||||||
|
Vodafone Automotive UK Limited
|
|
Ordinary shares | ||||||
|
Vodafone Consolidated Holdings Limited
|
|
Ordinary shares | ||||||
|
Vodafone Corporate Limited
|
|
Ordinary shares | ||||||
|
Vodafone Corporate Secretaries Limited
1
|
|
Ordinary shares | ||||||
|
Vodafone DC Pension Trustee Company Limited
1
|
|
Ordinary shares | ||||||
|
Vodafone Distribution Holdings Limited
|
|
Ordinary shares | ||||||
|
Vodafone Enterprise Corporate Secretaries Limited
|
|
Ordinary shares | ||||||
|
Vodafone Enterprise Equipment Limited
|
|
Ordinary shares | ||||||
|
Vodafone Enterprise Europe (UK) Limited
|
|
Ordinary shares | ||||||
|
Vodafone Enterprise U.K.
|
|
Ordinary shares | ||||||
|
Vodafone European Investments
1
|
|
Ordinary shares | ||||||
|
Vodafone Finance Limited
1
|
|
Ordinary shares | ||||||
|
Vodafone Finance Management
|
|
Ordinary shares | ||||||
|
Vodafone Global Enterprise Limited
|
|
|
Ordinary shares,
Deferred shares,
B deferred shares
|
|
||||
|
Vodafone Group (Directors) Trustee Limited
1
|
|
Ordinary shares | ||||||
|
Vodafone Group Pension Trustee Limited
1
|
|
Ordinary shares | ||||||
|
Vodafone Group Services Limited
|
|
|
Ordinary shares,
Deferred shares |
|
||||
|
Vodafone Group Services No.2 Limited
1
|
|
Ordinary shares | ||||||
|
Vodafone Group Share Trustee Limited
1
|
|
Ordinary shares | ||||||
|
Vodafone International 2 Limited - UK Branch
2
|
|
Branch | ||||||
|
Vodafone International Operations Limited
|
|
Ordinary shares | ||||||
|
Vodafone Investments Limited
1
|
|
|
Ordinary shares,
Zero coupon
redeemable preference shares |
|
||||
|
Vodafone IoT UK Limited
|
|
Ordinary shares | ||||||
|
Vodafone IP Licensing Limited
1
|
|
Ordinary shares | ||||||
|
Vodafone Limited
|
|
Ordinary shares | ||||||
|
200
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
31. Related undertakings (continued)
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
United Kingdom (continued)
|
||||||||
|
Vodafone Mobile Network Limited
|
|
Ordinary shares | ||||||
|
Vodafone Nominees Limited
1
|
|
Ordinary shares | ||||||
|
Vodafone Oceania Limited
|
|
Ordinary shares | ||||||
|
Vodafone Overseas Finance Limited
|
|
Ordinary shares | ||||||
|
Vodafone Partner Services Limited
|
|
|
Ordinary shares,
Redeemable preference shares |
|
||||
|
Vodafone Retail (Holdings) Limited
|
|
Ordinary shares | ||||||
|
Vodafone Sales & Services Limited
|
|
Ordinary shares | ||||||
|
Vodafone Shared Operations Limited
7
|
|
Ordinary shares | ||||||
|
Vodafone Shared Services UK Limited
|
|
Ordinary shares | ||||||
|
Vodafone UK Investments Limited
1
|
|
Ordinary shares | ||||||
|
Vodafone UK Trading Holdings Limited
|
|
Ordinary shares | ||||||
|
Vodafone Ventures Limited
1
|
|
Ordinary shares | ||||||
|
Vodaphone Limited
|
|
Ordinary shares | ||||||
|
Your Communications Group Limited
|
|
|
B Ordinary shares,
Redeemable preference shares |
|
||||
|
United States
|
||||||||
|
1209 Orange, Orange Street, Wilmington, New Castle DE 19801, United States
|
||||||||
|
IoT nxt USA Inc
5
|
|
Common stock shares | ||||||
|
1450 Broadway, Fl 11, Suite 104, New York NY 10018, United States
|
||||||||
|
Cable & Wireless Americas Systems, Inc.
|
|
Common stock shares | ||||||
|
Vodafone Americas Virginia Inc.
|
|
Common stock shares | ||||||
|
Vodafone IoT Incorporated
|
|
Common stock shares | ||||||
|
Vodafone US Inc.
|
|
Common stock shares | ||||||
|
1615 Platte Street, Suite 02-115, Denver CO 80202, United States
|
||||||||
|
Vodafone Americas Foundation
|
|
Trustee | ||||||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Australia
|
||||||||
|
Level 27, Tower Two, International Towers Sydney, 200 Barangaroo Avenue, Barangaroo NSW 2000, Australia
|
||||||||
|
3.6 GHz Spectrum Pty Ltd
|
|
Ordinary shares | ||||||
|
AAPT Limited
|
|
Ordinary shares | ||||||
|
ACN 088 889 230 Pty Ltd
|
|
Ordinary shares | ||||||
|
ACN 139 798 404 Pty Ltd
|
|
Ordinary shares | ||||||
|
Adam Internet Holdings Pty Ltd
|
|
Ordinary shares | ||||||
|
Adam Internet Pty Ltd
|
|
|
A shares, B shares,
Ordinary shares |
|
||||
|
Agile Pty Ltd
|
|
Ordinary shares | ||||||
|
AlchemyIT Pty Ltd
|
|
Ordinary shares | ||||||
|
Chariot Pty Ltd
|
|
Ordinary shares | ||||||
|
Chime Communications Pty Ltd
|
|
Ordinary shares | ||||||
|
Connect West Pty Ltd
|
|
Ordinary shares | ||||||
|
Destra Communications Pty Ltd
|
|
Ordinary shares | ||||||
|
Digiplus Contracts Pty Ltd
|
|
Ordinary shares | ||||||
|
Digiplus Holdings Pty Ltd
|
|
Ordinary shares | ||||||
|
Digiplus Investments Pty Ltd
|
|
Ordinary shares | ||||||
|
Digiplus Pty Ltd
|
|
Ordinary shares | ||||||
|
H3GA Properties (No. 3) Pty Ltd
|
|
Ordinary shares | ||||||
|
iiNet Labs Pty Ltd
|
|
Ordinary shares | ||||||
|
iiNet Limited
|
|
Ordinary shares | ||||||
|
Internode Pty Ltd
|
|
|
Ordinary shares,
Class B shares
|
|
||||
|
IntraPower Pty Ltd
|
|
Ordinary shares | ||||||
|
Intrapower Terrestrial Pty Ltd
|
|
Ordinary shares | ||||||
|
IP Group Pty Ltd
|
|
Ordinary shares | ||||||
|
IP Services Xchange Pty Ltd
|
|
A shares, B shares | ||||||
|
Kooee Communications Pty Ltd
|
|
Ordinary shares | ||||||
|
Kooee Mobile Pty Ltd
|
|
Ordinary shares | ||||||
|
Mercury Connect Pty Ltd
|
|
|
Ordinary shares,
E class shares
|
|
||||
|
Mobile JV Pty Limited
|
|
Ordinary shares | ||||||
|
Mobileworld Communications Pty Limited
|
|
Ordinary shares | ||||||
|
Mobileworld Operating Pty Ltd
|
|
Ordinary shares | ||||||
|
Netspace Online Systems Pty Ltd
|
|
Ordinary shares | ||||||
|
Numillar IPS Pty Ltd
|
|
Ordinary shares | ||||||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
201
|
||||
|
31. Related undertakings (continued)
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Australia (continued)
|
||||||||
|
PIPE International (Australia) Pty Ltd
|
|
Ordinary shares | ||||||
|
PIPE Networks Pty Limited
|
|
Ordinary shares | ||||||
|
PIPE Transmission Pty Limited
|
|
Ordinary shares | ||||||
|
PowerTel Limited
|
|
Ordinary shares | ||||||
|
Request Broadband Pty Ltd
|
|
Ordinary shares | ||||||
|
Soul Communications Pty Ltd
|
|
Ordinary shares | ||||||
|
Soul Contracts Pty Ltd
|
|
Ordinary shares | ||||||
|
Soul Pattinson Telecommunications Pty Ltd
|
|
Ordinary shares | ||||||
|
SPT Telecommunications Pty Ltd
|
|
Ordinary shares | ||||||
|
SPTCom Pty Ltd
|
|
Ordinary shares | ||||||
|
Telecom Enterprises Australia Pty Limited
|
|
Ordinary shares | ||||||
|
Telecom New Zealand Australia Pty Ltd
|
|
|
Ordinary shares,
Redeemable preference shares |
|
||||
|
TPG Corporation Limited
|
|
Ordinary shares | ||||||
|
TPG Energy Pty Ltd
|
|
Ordinary shares | ||||||
|
TPG Finance Pty Ltd
|
|
Ordinary shares | ||||||
|
TPG Holdings Pty Ltd
|
|
Ordinary shares | ||||||
|
TPG Internet Pty Ltd
|
|
Ordinary shares | ||||||
|
TPG JV Company Pty Ltd
|
|
Ordinary shares | ||||||
|
TPG Network Pty Ltd
|
|
Ordinary shares | ||||||
|
TPG Telecom Limited
|
|
Ordinary shares | ||||||
|
TransACT Capital Communications Pty Ltd
|
|
Ordinary shares | ||||||
|
TransACT Communications Pty Ltd
|
|
Ordinary shares | ||||||
|
TransACT Victoria Communications Pty Ltd
|
|
Ordinary shares | ||||||
|
TransACT Victoria Holdings Pty Ltd
|
|
Ordinary shares | ||||||
|
Trusted Cloud Pty Ltd
|
|
Ordinary shares | ||||||
|
Trusted Cloud Solutions Pty Ltd
|
|
Ordinary shares | ||||||
|
Value Added Network Pty Ltd
|
|
Ordinary shares | ||||||
|
Vision Network Pty Ltd
|
|
Ordinary shares | ||||||
|
Vodafone Australia Pty Limited
|
|
|
Ordinary shares,
Class B shares, Redeemable
preference shares
|
|
||||
|
Vodafone Foundation Australia Pty Limited
|
|
Ordinary shares | ||||||
|
Vodafone Hutchison Receivables Pty Limited
|
|
Ordinary shares | ||||||
|
Vodafone Hutchison Spectrum Pty Limited
|
|
Ordinary shares | ||||||
|
Vodafone Network Pty Limited
|
|
Ordinary shares | ||||||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Vodafone Pty Limited
|
|
Ordinary shares | ||||||
|
VtalkVoip Pty Ltd
|
|
Ordinary shares | ||||||
|
Westnet Pty Ltd
|
|
Ordinary shares | ||||||
|
Belgium
|
||||||||
|
Space Court of Justic, Rue aux Laines 70, 1000 Brussels, Belgium
|
||||||||
|
Utiq S.A
|
|
Ordinary shares | ||||||
|
Bermuda
|
||||||||
|
Clarendon House, 2 Church St, Hamilton, HM11, Bermuda
|
||||||||
|
PPC 1 Limited
|
|
Ordinary shares | ||||||
|
Czech Republic
|
||||||||
|
Praha 4, Závišova 502/5, 14000, Nusle, Czech Republic
|
||||||||
|
Vantage Towers s.r.o.
4
|
|
Ordinary shares | ||||||
|
U Rajské zahrady 1912/3, Praha 3, 13000, Czech Republic
|
||||||||
|
COOP Mobil s.r.o.
|
|
Ordinary shares | ||||||
|
Egypt
|
||||||||
|
23 Kasr El Nil St, Cairo, 11211, Egypt
|
||||||||
|
Wataneya Telecommunications S.A.E
|
|
Ordinary shares | ||||||
|
Ethiopia
|
||||||||
|
Kirkos Sub City, Woreda 01, House No. New, Addis Ababa, Ethiopia
|
||||||||
|
Safaricom M-PESA Mobile Financial Services Plc
5
|
|
Ordinary shares | ||||||
|
Safaricom Telecommunications Ethiopia Private Limited Company
5
|
|
Ordinary shares | ||||||
|
Germany
|
||||||||
|
38 Berliner Allee, 40212, Düsseldorf, Germany
|
||||||||
|
MNP Deutschland Gesellschaft bürgerlichen Rechts
|
|
Partnership share | ||||||
|
Ferdinand-Braun-Platz 1, 40549, Düsseldorf, Germany
|
||||||||
|
OXG Glasfaser Beteiligungs GmbH
|
|
Ordinary shares | ||||||
|
OXG Glasfaser GmbH
|
|
Ordinary shares | ||||||
|
Nobelstrasse 55, 18059, Rostock, Germany
|
||||||||
|
Verwaltung Urbana Teleunion Rostock GmbH
3
|
|
Ordinary shares | ||||||
|
Prinzenallee 11-13, 40549, Düsseldorf, Germany
|
||||||||
|
Oak Holdings 1 GmbH
|
|
Ordinary shares | ||||||
|
Oak Holdings 2 GmbH
|
|
Ordinary shares | ||||||
|
Oak Holdings GmbH
|
|
Ordinary shares | ||||||
|
Oak Renewables GmbH
|
|
Ordinary shares | ||||||
|
Vantage Towers AG
|
|
Ordinary shares | ||||||
|
Vantage Towers Erste Verwaltungsgesellschaft GmbH
4
|
|
Ordinary shares | ||||||
|
202
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
31. Related undertakings (continued)
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Greece
|
||||||||
|
2 Adrianeiou str, Athens, 11525, Greece
|
||||||||
|
Vantage Towers Single Member Societe Anonyme
4
|
|
Ordinary shares | ||||||
|
12 Rizareiou str, Halandri, 15233, Greece
|
||||||||
|
Tilegnous IKE
|
|
Ordinary shares | ||||||
|
43-45 Valtetsiou Str., Athens, Greece
|
||||||||
|
Safenet N.P,A.
|
|
Issued shares | ||||||
|
Marathonos Ave 18 kn & Pylou, Pallini, Attica, 15351 Greece
|
||||||||
|
Victus Networks S.A.
|
|
Ordinary shares | ||||||
|
Hungary
|
||||||||
|
Boldizsár utca 2, Budapest, 1112, Hungary
|
||||||||
|
Vantage Towers Zártkörűen Működő, Részvénytársaság
4
|
|
Ordinary shares | ||||||
|
India
|
||||||||
|
10
th
Floor, Birla Centurion, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra, 400030, India
|
||||||||
|
Vodafone Foundation
6
|
|
Ordinary shares | ||||||
|
Vodafone Idea Next-Gen Solutions Limited
6
|
|
Ordinary shares | ||||||
|
Vodafone Idea Shared Services Limited
6
|
|
Ordinary shares | ||||||
|
Vodafone Idea Technology Solutions Limited
6
|
|
Ordinary shares | ||||||
|
You Broadband India Limited
6
|
|
Equity shares | ||||||
|
Suman Tower, Plot No. 18, Sector No. 11, Gandhinagar, 382011, Gujarat, India
|
||||||||
|
Vodafone Idea Limited
|
|
Equity shares | ||||||
|
Vodafone Idea Manpower Services Limited
6
|
|
Ordinary shares | ||||||
|
Vodafone House, Corporate Road, Prahladnagar, Off S. G. Highway, Ahmedabad, Gujarat, 380051, India
|
||||||||
|
Vodafone Idea Business Services Limited
6
|
|
Ordinary shares | ||||||
|
Vodafone Idea Communication Systems Limited
6
|
|
Ordinary shares | ||||||
|
Vodafone Idea Telecom Infrastructure Limited
6
|
|
Ordinary shares | ||||||
|
Ireland
|
||||||||
|
Mountainview, Leopardstown, Dublin 18, Ireland
|
||||||||
|
Vantage Towers Limited
4
|
|
Ordinary shares | ||||||
|
The Herbert Building, The Park, Carrickmines, Dublin, Ireland
|
||||||||
|
Siro DAC
|
|
Ordinary shares | ||||||
|
Siro JV Holdco Limited
|
|
Ordinary B shares | ||||||
|
Italy
|
||||||||
|
Via Gaetana Negri 1, 20123, Milano, Italy
|
||||||||
|
Infrastrutture Wireless Italiane S.p.A.
|
|
Ordinary shares | ||||||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Kenya
|
||||||||
|
6
th
Floor, ABC Towers, ABC Place, Waiyaki Way, Nairobi, 00100, Kenya
|
||||||||
|
M-PESA Holding Co. Limited
|
|
Ordinary equity shares | ||||||
|
LR No. 13263 Safaricom House, PO Box 66827, 00800, Nairobi, Kenya
|
||||||||
|
Safaricom PLC
|
|
Ordinary shares | ||||||
|
Safaricom House, Waiyaki Way Westlands, Nairobi, Kenya
|
||||||||
|
M-PESA Africa Limited
5
|
|
Ordinary shares | ||||||
|
Luxembourg
|
||||||||
|
15 rue Edward Steichen, Luxembourg, 2540, Luxembourg
|
||||||||
|
Tomorrow Street SCA
|
|
|
Ordinary B shares,
Ordinary C shares |
|
||||
|
Netherlands
|
||||||||
|
Avenue Ceramique 300, 6221 Kx, Maastricht, Netherlands
|
||||||||
|
Vodafone Antennelocaties B.V.
|
|
Ordinary shares | ||||||
|
Vodafone Libertel B.V.
|
|
Ordinary shares | ||||||
|
Boven Vredenburgpassage 128, 3511 WR, Utrecht, Netherlands
|
||||||||
|
Amsterdamse Beheer-en Consultingmaatschappij B.V.
|
|
Ordinary shares | ||||||
|
Esprit Telecom B.V.
|
|
Ordinary shares | ||||||
|
Vodafone Financial Services B.V.
|
|
Ordinary shares | ||||||
|
Vodafone Nederland Holding I B.V.
|
|
Ordinary shares | ||||||
|
Vodafone Nederland Holding II B.V.
|
|
Ordinary shares | ||||||
|
VodafoneZiggo Employment B.V.
|
|
Ordinary shares | ||||||
|
VodafoneZiggo Group B.V.
|
|
Ordinary shares | ||||||
|
VodafoneZiggo Group Holding B.V.
|
|
Ordinary shares | ||||||
|
VZ Financing I B.V.
|
|
Ordinary shares | ||||||
|
VZ Financing II B.V.
|
|
Ordinary shares | ||||||
|
VZ FinCo B.V.
|
|
Ordinary shares | ||||||
|
VZ PropCo B.V.
|
|
Ordinary shares | ||||||
|
VZ Secured Financing B.V.
|
|
Ordinary shares | ||||||
|
Ziggo B.V.
|
|
Ordinary shares | ||||||
|
Ziggo Deelnemingen B.V.
|
|
Ordinary shares | ||||||
|
Ziggo Netwerk II B.V.
|
|
Ordinary shares | ||||||
|
Strategic report
|
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|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
203
|
||||
|
31. Related undertakings (continued)
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Ziggo Real Estate B.V.
|
|
Ordinary shares | ||||||
|
Ziggo Services B.V.
|
|
Ordinary shares | ||||||
|
Ziggo Services Employment B.V.
|
|
Ordinary shares | ||||||
|
Ziggo Services Netwerk 2 B.V.
|
|
Ordinary shares | ||||||
|
Ziggo Zakelijk Services B.V.
|
|
Ordinary shares | ||||||
|
ZUM B.V.
|
|
Ordinary shares | ||||||
|
Media Parkboulevard 2, 1217 WE Hilversum, Netherlands
|
||||||||
|
Liberty Global Content Netherlands B.V.
|
|
Ordinary shares | ||||||
|
Regus, 3 More London Riverside, London SE1 2RE
|
||||||||
|
Global Partnership for Ethiopia B.V.
|
|
Ordinary shares | ||||||
|
Rivium Quadrant 175, 2909 LC, Capelle aan den Ijssel, Netherlands
|
||||||||
|
Central Tower Holding Company B.V.
4
|
|
Ordinary shares | ||||||
|
Winschoterdiep 60, 9723 AB Groningen, Netherlands
|
||||||||
|
Ziggo Bond Company B.V.
|
|
Ordinary shares | ||||||
|
Ziggo Netwerk B.V.
|
|
Ordinary shares | ||||||
|
Portugal
|
||||||||
|
Av. D. João II, n° 36 - 8° Piso, 1998 - 017, Parque das Nações, Lisboa, Portugal
|
||||||||
|
DABCO Portugal, Lda
|
80.20 | Ordinary shares | ||||||
|
Edif. Arquiparque VII, R Dr António Loureiro Borges, 7, 3.°, 1495-131 Algés, Oeiras, Portugal
|
||||||||
|
Vantage Towers, S.A.
4
|
|
Ordinary shares | ||||||
|
Rua Pedro e Inês, Lote 2.08.01, 1990-075, Parque das Naçőes, Lisboa, Portugal
|
||||||||
|
Sport TV Portugal, S.A.
|
|
Nominative shares | ||||||
|
SÍTIO Sete Rios - Praça Nuno Rodrigues dos Santos, 7, 1600-171, Lisboa, Portugal
|
||||||||
|
Dual Grid – Gestão de Redes Partilhadas, S.A.
|
|
Ordinary shares | ||||||
|
Romania
|
||||||||
|
Calea Floreasca no. 169A, 3
rd
floor, District 1, Bucharest, Romania
|
||||||||
|
Vantage Towers S.R.L.
4
|
|
Ordinary shares | ||||||
|
Floor 3, Module 2, Connected buildings III, Nr. 10A, Dimitrie Pompei Boulevard, Bucharest, Sector 2, Romania
|
||||||||
|
Netgrid Telecom SRL
|
|
Ordinary shares | ||||||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
Russian Federation
|
||||||||
|
Building 3, 11, Promyshlennaya Street, Moscow, 115 516, Russian Federation
|
||||||||
|
Autoconnex Limited
|
|
Ordinary shares | ||||||
|
South Africa
|
||||||||
|
76 Maude Street, Sandton, Johannesberg, 2196, South Africa
|
||||||||
|
Waterberg Lodge (Proprietary) Limited
5
|
|
Ordinary shares | ||||||
|
Celtis Plaza North, 1085 Schoeman Street, Hatfield, Pretoria, 0028, South Africa
|
||||||||
|
Afri G I S (Pty) Ltd
5
|
|
Ordinary shares | ||||||
|
Rigel Office Park Block A, No 446 Rigel Avenue South, Erasmu, South Africa
|
||||||||
|
Canard Spatial Technologies Proprietary Limited
5
|
|
Ordinary shares | ||||||
|
Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa
|
||||||||
|
M-Pesa S.A (Proprietary) Limited
5
|
|
Ordinary shares | ||||||
|
Spain
|
||||||||
|
Calle San Severo 22, 28042, Madrid, Spain
|
||||||||
|
Vantage Towers, S.L.U.
4
|
|
Ordinary shares | ||||||
|
Tanzania, United Republic of
|
||||||||
|
Plot No. 23, Ursino Estate, Bagamoyo Road, Dar es Salaam, Tanzania, United Republic of
|
||||||||
|
Vodacom Trust Limited
5
(in liquidation)
|
|
|
Ordinary A shares,
Ordinary B shares |
|
||||
|
Türkiye
|
||||||||
|
Çifte Havuzlar Mah Eski Londra Asfalti Cad No: 151/1E/301, Esenler, Istanbul, Türkiye
|
||||||||
|
FGS Bilgi Islem Urunler Sanayi ve Ticaret AS
|
|
Ordinary shares | ||||||
|
Levazim Mahallesi Vadi Caddesi Zorlu Center No:2 Ic Kapi No: 347, Besiktas, Istanbul, Türkiye
|
|
|
|
|||||
|
Red Haven Veri Merkezi Anonim Sirketi
|
|
|
Ordinary A Shares,
Ordinary B Shares |
|
||||
|
United Kingdom
|
||||||||
|
One Kingdom Street, London, W2 6BY, United Kingdom
|
||||||||
|
DABCO Limited
8
|
80.00 |
|
Ordinary shares,
Series A -
preference shares |
|
||||
|
24/25 The Shard, 32 London Bridge Street, London, SE1 9SG, United Kingdom
|
||||||||
|
Digital Mobile Spectrum Limited
|
|
Ordinary shares | ||||||
|
Floor 5, 20 Fenchurch Street, London, EC3M 3BY, United Kingdom
|
||||||||
|
VodaFamily Ethiopia Holding Company Limited
5
|
|
Ordinary shares | ||||||
|
Griffin House, 161 Hammersmith Road, London, W6 8BS, United Kingdom
|
||||||||
|
Cable & Wireless Trade Mark Management Limited
|
|
Ordinary A shares,
Ordinary B shares |
||||||
|
Hive 2, 1530 Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA, United Kingdom
|
||||||||
|
Cornerstone Telecommunications Infrastructure Limited
5
|
|
Ordinary shares | ||||||
|
Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom
|
||||||||
|
Vodafone Hutchison (Australia) Holdings Limited
|
|
Ordinary shares | ||||||
|
204
Vodafone Group Plc
Annual Report 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
||||||
|
31. Related undertakings (continued)
|
||
|
Company name
|
% of share class held
by Group companies
|
Share class | ||||||
|
United States
|
||||||||
|
251 Little Falls Drive, Wilmington DE 19808, United States
|
||||||||
|
PPC 1 (US) Inc.
|
|
Ordinary shares | ||||||
|
Ziggo Financing Partnership
|
|
Partnership interest | ||||||
| 1. |
Directly held by Vodafone Group Plc.
|
| 2. |
Branches.
|
| 3. |
Shareholding is indirect through Vodafone Deutschland GmbH.
|
| 4. |
Shareholding is indirect through Vantage Towers A.G.
|
| 5. |
Shareholding is indirect through Vodacom Group Limited. The indirect shareholding is calculated using the
|
| 6. |
Includes the indirect interest held through Vodafone Idea Limited.
|
| 7. |
Accenture Holdings B.V. holds
|
| 8. |
SC DABCO Management LLC has joint control rights over DABCo Limited.
|
|
Vodacom Group Limited
|
||||||||
|
2025
€m
|
2024
€
m
|
|||||||
|
Summary comprehensive income information
|
||||||||
|
Revenue
|
|
|
||||||
|
Profit for the financial year
|
|
|
||||||
|
Other comprehensive expense
|
(
|
|
||||||
|
Total comprehensive income
|
|
|
||||||
|
Other financial information
|
||||||||
|
Profit for the financial year allocated to non-controlling interests
|
|
|
||||||
|
Dividends paid to non-controlling interests
|
|
|
||||||
|
Summary financial position information
|
||||||||
|
Non-current assets
|
|
|
||||||
|
Current assets
|
|
|
||||||
|
Total assets
|
|
|
|
|
|
|
||
|
Non-current liabilities
|
(
|
(
|
||||||
|
Current liabilities
|
(
|
(
|
||||||
|
Total assets less total liabilities
|
|
|
|
|
|
|
||
|
Equity shareholders’ funds
|
|
|
||||||
|
Non-controlling interests
|
|
|
||||||
|
Total equity
|
|
|
|
|
|
|
||
|
Statement of cash flows
|
||||||||
|
Net cash inflow from operating activities
|
|
|
||||||
|
Net cash outflow from investing activities
|
(
|
(
|
||||||
|
Net cash outflow from financing activities
|
(
|
(
|
||||||
|
Net cash inflow/(outflow)
|
|
|
|
|
|
|
||
|
Cash and cash equivalents brought forward
|
|
|
||||||
|
Exchange loss on cash and cash equivalents
|
(
|
(
|
||||||
|
Cash and cash equivalents
|
|
|
|
|
|
|
||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc
Annual Report 2025
205
|
||||
|
32. Subsidiaries exempt from audit
|
||
|
Name
|
Registration number
|
|||
|
Cable & Wireless Aspac Holdings Limited
|
04705342 | |||
|
Cable & Wireless CIS Services Limited
|
02964774 | |||
|
Cable & Wireless Europe Holdings Limited
|
04659719 | |||
|
Cable & Wireless UK Holdings Limited
|
03840888 | |||
|
Cable & Wireless Worldwide Limited
|
07029206 | |||
|
Cable and Wireless Nominee Limited
|
03249884 | |||
|
Energis (Ireland) Limited
|
NI035793 | |||
|
Energis Communications Limited
|
02630471 | |||
|
Energis Squared Limited
|
03037442 | |||
|
London Hydraulic Power Company (The)
|
ZC000055 | |||
|
Project Telecom Holdings Limited
|
03891879 | |||
|
Eastern Leasing Company Limited (The)
|
01672832 | |||
|
Thus Group Holdings Limited
|
SC192666 | |||
|
Thus Group Limited
|
SC226738 | |||
|
Vodafone 2.
|
04083193 | |||
|
Vodafone Consolidated Holdings Limited
|
05754561 | |||
|
Vodafone Corporate Secretaries Limited
|
02357692 | |||
|
Vodafone Distribution Holdings Limited
|
03357115 | |||
|
Vodafone Enterprise Corporate Secretaries Limited
|
02303594 | |||
|
Vodafone Enterprise Equipment Limited
|
01648524 | |||
|
Vodafone Enterprise Europe (UK) Limited
|
03137479 | |||
|
Vodafone European Investments
|
03961908 | |||
|
Vodafone Finance Management
|
02139168 | |||
|
Vodafone International Operations Limited
|
02797438 | |||
|
Vodafone Investments Limited
|
01530514 | |||
|
Vodafone IOT UK Limited
|
15364581 | |||
|
Vodafone IP Licensing Limited
|
06846238 | |||
|
Vodafone Nominees Limited
|
01172051 | |||
|
Vodafone Overseas Finance Limited
|
04171115 | |||
|
Vodafone Partner Services Limited
|
04012582 | |||
|
Vodafone UK Investments Limited
|
02227940 | |||
|
Name
|
Registration number
|
|||
|
Vodafone UK Trading Holdings Limited
|
14903490 | |||
|
Your Communications Group Limited
|
04171876 | |||
|
33. Subsequent events
|
||
| 206 |
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|
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|
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|
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|
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Vodafone Group Plc Annual Report on Form 20-F 2025
|
213 | |||||
| Non-GAAP measures - Unaudited information | ||
In the discussion of the Group’s reported operating results, non-GAAP measures are presented to provide readers with additional financial information that is regularly reviewed by management. This additional information presented is not uniformly defined by all companies including those in the Group’s industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. Additionally, certain information presented is derived from amounts calculated in accordance with IFRS but is not itself a measure defined under GAAP. Such measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure.
The non-GAAP measures discussed in this document are listed below.
| Non-GAAP measure |
Defined on
page |
Closest equivalent GAAP
measure |
Reconciled on
page |
|||
|
Performance metrics |
||||||
|
Organic revenue growth |
Page 214 | Revenue | Pages 215 and 216 | |||
|
Organic service revenue growth |
Page 214 | Service revenue | Pages 215 and 216 | |||
|
Organic mobile service revenue growth |
Page 214 | Service revenue | Pages 215 and 216 | |||
|
Organic fixed service revenue growth |
Page 214 | Service revenue | Pages 215 and 216 | |||
|
Organic Vodafone Business service revenue growth |
Page 214 | Service revenue | Pages 215 and 216 | |||
|
Organic financial services revenue growth in South Africa |
Page 214 | Service revenue | Page 215 | |||
|
M-Pesa revenue |
Page 214 | Service revenue | Page 215 | |||
|
Service revenue growth in Türkiye excluding the impact of the hyperinflationary adjustments |
Page 214 | Service revenue | Pages 215 and 216 | |||
|
Organic Adjusted EBITDAaL growth |
Page 214 | Not applicable | Page 215 | |||
|
Financing metrics |
||||||
|
Adjusted net financing costs |
Page 24 | Net financing costs | Page 24 | |||
| 214 |
Vodafone Group Plc Annual Report on Form 20-F 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
|||||
| Non-GAAP measures - Unaudited information (continued) |
Organic growth
Organic growth presents performance on a comparable basis, excluding the impact of foreign exchange rates, mergers and acquisitions, the hyperinflationary adjustments in Türkiye and other adjustments to improve the comparability of results between periods.
Organic growth is calculated for revenue and profitability metrics, as follows:
| – |
Revenue; |
| – |
Service revenue; |
| – |
Mobile service revenue; |
| – |
Fixed service revenue; |
| – |
Vodafone Business service revenue; |
| – |
Financial services revenue in South Africa; |
| – |
M-Pesa revenue; |
| – |
Adjusted EBITDAaL; and |
| – |
Adjusted EBITDAaL margin. |
Whilst organic growth is not intended to be a substitute for reported growth, nor is it superior to reported growth, we believe that the measure provides useful and necessary information to investors and other interested parties for the following reasons:
| – |
It provides additional information on underlying growth of the business without the effect of certain factors unrelated to its operating performance; |
| – |
It is used for internal performance analysis; and |
| – |
It facilitates comparability of underlying growth with other companies (although the term ‘organic’ is not a defined term under GAAP and may not, therefore, be comparable with similarly-titled measures reported by other companies). |
We have not provided a comparative in respect of organic growth rates as the current rates describe the change between the beginning and end of the current period, with such changes being explained by the commentary in this document. If comparatives were provided, significant sections of the commentary for prior periods would also need to be included, reducing the usefulness and transparency of this document.
Service revenue growth in Türkiye excluding the impact of the hyperinflationary adjustments
This growth metric presents performance in Türkiye excluding the hyperinflationary adjustments recorded in the Group’s consolidated financial statements in accordance with IAS 29 ‘Financial Reporting in Hyperinflationary Economies’.
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc Annual Report on Form 20-F 2025
|
215 | |||||
| Non-GAAP measures - Unaudited information (continued) | ||
|
Year ended 31 March 2025
|
FY25
€m |
FY24
€ m |
Reported
growth
% |
M&A and
Other
pps |
Foreign
exchange
pps |
Organic
growth
% |
||||||||||||||||||
|
Service revenue |
||||||||||||||||||||||||
|
Germany |
10,876 | 11,453 | (5.0 | ) | – | – | (5.0 | ) | ||||||||||||||||
|
Mobile service revenue |
4,998 | 5,059 | (1.2 | ) | – | – | (1.2 | ) | ||||||||||||||||
|
Fixed service revenue |
5,878 | 6,394 | (8.1 | ) | – | – | (8.1 | ) | ||||||||||||||||
|
UK |
5,887 | 5,631 | 4.5 | – | (2.6 | ) | 1.9 | |||||||||||||||||
|
Mobile service revenue |
4,261 | 4,142 | 2.9 | – | (2.6 | ) | 0.3 | |||||||||||||||||
|
Fixed service revenue |
1,626 | 1,489 | 9.2 | – | (2.7 | ) | 6.5 | |||||||||||||||||
|
Other Europe |
4,805 | 4,722 | 1.8 | – | 0.3 | 2.1 | ||||||||||||||||||
|
Türkiye 1 |
2,484 | 1,746 | 42.3 | 16.5 | 24.6 | 83.4 | ||||||||||||||||||
|
Africa |
6,172 | 5,951 | 3.7 | – | 7.6 | 11.3 | ||||||||||||||||||
|
Common Functions |
663 | 559 | ||||||||||||||||||||||
|
Eliminations |
(129 | ) | (150 | ) | ||||||||||||||||||||
|
Total service revenue |
30,758 | 29,912 | 2.8 | 0.4 | 1.9 | 5.1 | ||||||||||||||||||
|
Other revenue |
6,690 | 6,805 | ||||||||||||||||||||||
|
Revenue |
37,448 | 36,717 | 2.0 | 0.4 | 1.6 | 4.0 | ||||||||||||||||||
|
Other growth metrics |
||||||||||||||||||||||||
|
Vodafone Business (‘VB’) - Service revenue |
8,003 | 7,735 | 3.5 | 0.1 | 0.4 | 4.0 | ||||||||||||||||||
|
Germany - VB service revenue |
2,366 | 2,422 | (2.3 | ) | – | – | (2.3 | ) | ||||||||||||||||
|
UK - VB service revenue |
2,179 | 2,144 | 1.6 | – | (2.5 | ) | (0.9 | ) | ||||||||||||||||
|
Other Europe - VB service revenue |
1,561 | 1,502 | 3.9 | – | 0.5 | 4.4 | ||||||||||||||||||
|
Türkiye - VB service revenue |
375 | 233 | 60.9 | 18.6 | 27.6 | 107.1 | ||||||||||||||||||
|
Africa - Vodacom Business service revenue |
1,126 | 1,068 | 5.4 | – | 4.6 | 10.0 | ||||||||||||||||||
|
South Africa - Financial services revenue |
176 | 157 | 12.1 | – | (4.2 | ) | 7.9 | |||||||||||||||||
|
Vodacom International M-Pesa |
428 | 389 | 10.0 | – | 1.3 | 11.3 | ||||||||||||||||||
|
Egypt - Vodafone Cash revenue |
114 | 96 | 18.8 | – | 61.3 | 80.1 | ||||||||||||||||||
Note:
| 1. |
Reported service revenue growth in Türkiye of 42.3% includes -2.9pps in relation to the application of IAS 29 ‘Financial Reporting in Hyperinflationary Economies’. Growth in Türkiye excluding the impact of these hyperinflationary adjustments was 45.2%. |
|
Year ended 31 March 2025
|
FY25
€m |
FY24
€ m |
Reported
growth
% |
M&A and
Other
pps |
Foreign
exchange
pps |
Organic
growth
% |
||||||||||||||||||
|
Adjusted EBITDAaL |
||||||||||||||||||||||||
|
Germany |
4,384 | 5,017 | (12.6 | ) | - | - | (12.6 | ) | ||||||||||||||||
|
UK |
1,558 | 1,408 | 10.7 | - | (2.8 | ) | 7.9 | |||||||||||||||||
|
Other Europe |
1,510 | 1,516 | (0.4 | ) | - | 0.4 | - | |||||||||||||||||
|
Türkiye |
842 | 510 | 65.1 | 16.7 | 28.7 | 110.5 | ||||||||||||||||||
|
Africa |
2,593 | 2,539 | 2.1 | - | 8.1 | 10.2 | ||||||||||||||||||
|
Percentage point change in Adjusted EBITDAaL margin |
||||||||||||||||||||||||
|
Germany |
36.0% | 38.7% | (2.7 | ) | - | - | (2.7 | ) | ||||||||||||||||
|
UK |
22.0% | 20.6% | 1.4 | - | - | 1.4 | ||||||||||||||||||
|
Other Europe |
26.5% | 27.5% | (1.0 | ) | - | - | (1.0 | ) | ||||||||||||||||
|
Türkiye |
27.3% | 21.6% | 5.7 | 1.0 | - | 6.7 | ||||||||||||||||||
|
Africa |
33.3% | 34.2% | (0.9 | ) | - | 0.7 | (0.2 | ) | ||||||||||||||||
| 216 |
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Financials
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Other information
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|||||
| Non-GAAP measures - Unaudited information (continued) | ||
|
Quarter ended 31 March 2025
|
Q4 FY25
€m |
Q4 FY24
€ m |
Reported
growth
% |
M&A and
Other
pps |
Foreign
exchange
pps |
Organic
growth
% |
||||||||||||||||||
|
Service revenue |
||||||||||||||||||||||||
|
Germany |
2,670 | 2,839 | (6.0 | ) | – | – | (6.0 | ) | ||||||||||||||||
|
Mobile service revenue |
1,242 | 1,257 | (1.2 | ) | – | – | (1.2 | ) | ||||||||||||||||
|
Fixed service revenue |
1,428 | 1,582 | (9.7 | ) | – | – | (9.7 | ) | ||||||||||||||||
|
UK |
1,489 | 1,409 | 5.7 | – | (2.6 | ) | 3.1 | |||||||||||||||||
|
Mobile service revenue |
1,057 | 1,012 | 4.4 | – | (2.6 | ) | 1.8 | |||||||||||||||||
|
Fixed service revenue |
432 | 397 | 8.8 | – | (2.4 | ) | 6.4 | |||||||||||||||||
|
Other Europe |
1,194 | 1,181 | 1.1 | – | (0.3 | ) | 0.8 | |||||||||||||||||
|
Türkiye 1 |
605 | 525 | 15.2 | 22.1 | 35.9 | 73.2 | ||||||||||||||||||
|
Africa |
1,614 | 1,484 | 8.8 | – | 4.7 | 13.5 | ||||||||||||||||||
|
Common Functions |
176 | 140 | ||||||||||||||||||||||
|
Eliminations |
(28 | ) | (32 | ) | ||||||||||||||||||||
|
Total service revenue |
7,720 | 7,546 | 2.3 | 1.0 | 2.1 | 5.4 | ||||||||||||||||||
|
Other revenue |
1,641 | 1,842 | ||||||||||||||||||||||
|
Revenue |
9,361 | 9,388 | (0.3 | ) | 1.0 | 2.1 | 2.8 | |||||||||||||||||
|
Other growth metrics |
||||||||||||||||||||||||
|
Vodafone Business (‘VB’) - Service revenue |
2,062 | 1,979 | 4.2 | 0.6 | 0.3 | 5.1 | ||||||||||||||||||
|
Germany - VB service revenue |
588 | 605 | (2.8 | ) | – | – | (2.8 | ) | ||||||||||||||||
|
UK - VB service revenue |
565 | 545 | 3.7 | – | (2.4 | ) | 1.3 | |||||||||||||||||
|
Other Europe - VB service revenue |
405 | 399 | 1.5 | – | (0.3 | ) | 1.2 | |||||||||||||||||
|
Türkiye - VB service revenue |
98 | 71 | 38.0 | 23.8 | 43.3 | 105.1 | ||||||||||||||||||
|
Africa - Vodacom Business service revenue |
296 | 270 | 9.6 | – | 1.9 | 11.5 | ||||||||||||||||||
Note:
| 1. |
Reported service revenue growth in Türkiye of 15.2% (Q3 FY25: 97.5%) includes -37.3pps (Q3 FY25: 44.4pps) in relation to the application of IAS 29 ‘Financial Reporting in Hyperinflationary Economies’. Growth in Türkiye excluding the impact of these hyperinflationary adjustments was 52.5% (Q3 FY25: 53.1%). |
|
Quarter ended 31 December 2024
|
Q3 FY25
€m |
Q3 FY24
€ m |
Reported
growth
% |
M&A and
Other
pps |
Foreign
exchange
pps |
Organic
growth % |
||||||||||||||||||
|
Service revenue |
||||||||||||||||||||||||
|
Germany |
2,706 | 2,892 | (6.4 | ) | – | – | (6.4 | ) | ||||||||||||||||
|
Mobile service revenue |
1,259 | 1,272 | (1.0 | ) | – | – | (1.0 | ) | ||||||||||||||||
|
Fixed service revenue |
1,447 | 1,620 | (10.7 | ) | – | – | (10.7 | ) | ||||||||||||||||
|
UK |
1,507 | 1,400 | 7.6 | – | (4.3 | ) | 3.3 | |||||||||||||||||
|
Mobile service revenue |
1,096 | 1,034 | 6.0 | – | (4.2 | ) | 1.8 | |||||||||||||||||
|
Fixed service revenue |
411 | 366 | 12.3 | – | (4.7 | ) | 7.6 | |||||||||||||||||
|
Other Europe |
1,201 | 1,175 | 2.2 | – | 0.4 | 2.6 | ||||||||||||||||||
|
Türkiye 1 |
776 | 393 | 97.5 | 13.7 | (27.8 | ) | 83.4 | |||||||||||||||||
|
Africa |
1,607 | 1,543 | 4.1 | – | 7.5 | 11.6 | ||||||||||||||||||
|
Common Functions |
165 | 137 | ||||||||||||||||||||||
|
Eliminations |
(33 | ) | (35 | ) | ||||||||||||||||||||
|
Total service revenue |
7,929 | 7,505 | 5.6 | (0.2 | ) | (0.2 | ) | 5.2 | ||||||||||||||||
|
Other revenue |
1,882 | 1,841 | ||||||||||||||||||||||
|
Revenue |
9,811 | 9,346 | 5.0 | (0.1 | ) | (0.8 | ) | 4.1 | ||||||||||||||||
|
Other growth metrics |
||||||||||||||||||||||||
|
Vodafone Business (‘VB’) - Service revenue |
2,051 | 1,943 | 5.6 | (0.2 | ) | (1.1 | ) | 4.3 | ||||||||||||||||
|
Germany - VB service revenue |
594 | 612 | (3.0 | ) | – | – | (3.0 | ) | ||||||||||||||||
|
UK - VB service revenue |
560 | 540 | 3.7 | – | (4.1 | ) | (0.4 | ) | ||||||||||||||||
|
Other Europe - VB service revenue |
395 | 375 | 5.3 | – | 0.5 | 5.8 | ||||||||||||||||||
|
Türkiye - VB service revenue |
115 | 53 | 117.0 | 15.4 | (29.6 | ) | 102.8 | |||||||||||||||||
|
Africa - Vodacom Business service revenue |
289 | 271 | 6.6 | – | 4.2 | 10.8 | ||||||||||||||||||
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Shareholder information
| Unaudited information | ||||
| 2025/26 financial calendar key dates | ||
| Ex-dividend date for final dividend for ordinary shareholders | 5 June 2025 | |
| Ex-dividend date for final dividend for ADR holders | 6 June 2025 | |
| Record date for final dividend | 6 June 2025 | |
| AGM | 29 July 2025 | |
| Final dividend payment | 1 August 2025 | |
Useful contacts
The Registrar
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
Telephone: +44 (0) 371 384 2532
|
|
See help .shareview .co.uk for more information about this service |
ADS holders
EQ Shareowner Services P.O. Box 64504 St. Paul, MN 55164-0504 United States of America
Telephone: +1 800 990 1135 (toll free), or for calls from outside the United States: +1 651 453 2128
|
|
See shareowneronline .com for more information about this service |
Shareholder information
Managing your shares via Shareview
Our share registrar, Equiniti, operates a portfolio service, Shareview, for investors in ordinary shares. This provides our shareholders with online access to information about their investments, as well as a facility to help manage their holdings online, such as being able to:
| – |
update your details online including your address and dividend payment instructions; |
| – |
buy and sell shares easily; |
| – |
receive certain shareholder communications electronically; |
| – |
send your general meeting voting instructions in advance of shareholder meetings; |
| – |
view information about and join the Vodafone Group Plc Dividend Reinvestment Plan (‘DRIP’); and |
| – |
access your online statements. |
Equiniti also offers an internet and telephone share dealing service to existing shareholders.
|
|
See shareview.co.uk for more information about this service |
Shareholders with any queries regarding their holding should contact Equiniti on the contact details above.
Shareholders may also find the Investors section of our corporate website useful for general queries and information about the Company.
|
|
See vodafone.com/investor for further details |
AGM
Our forty-first AGM will be held at The Pavilion, Vodafone House, Newbury RG14 2FN on Tuesday, 29 July 2025 at 10.00 am.
Shareholder communications
We are taking steps to reduce our impact on our planet. The use of electronic communications, rather than printed paper documents, means information about the Company can be accessed through emails or the Company’s website, thus supporting our efforts to reduce our impact on the environment.
A growing number of our shareholders have opted to receive communications from us electronically. Shareholders who have done so will be sent an email alert containing a link to the relevant documents.
We encourage all our shareholders to sign up for this service. You can register for this service at shareview.co.uk or by contacting Equiniti on the telephone number provided on the left of this page.
|
|
See vodafone.com/investor for further information about this service |
ShareGift
We support ShareGift, the charity share donation scheme (registered charity number 1052686). Through ShareGift, shareholders who have only a very small number of shares, which might be considered uneconomic to sell, are able to donate them to charity. Donated shares are aggregated and sold by ShareGift, with the proceeds being passed on to a wide range of UK charities.
|
|
See sharegift .org or call +44 (0)20 7930 3737 for further details |
Warning to shareholders (‘boiler room’ scams)
Over recent years, we have become aware of investors who have received unsolicited calls or correspondence, in some cases purporting to have been issued by us, concerning investment matters. These callers typically make claims of highly profitable investment opportunities that turn out to be worthless or simply do not exist.
These approaches are usually made by unauthorised companies and individuals and are commonly known as ‘boiler room’ scams. Investors are advised to be wary of any unsolicited advice or offers to buy shares. If it sounds too good to be true, it often is.
|
|
See the FCA website at fca.org.uk/scamsmart for more detailed information about this or similar activities |
Dividends
Read more on the dividend amount per share on pages 29 and 153 .
Euro dividends
Dividends are declared in euros to align with the functional currency of the Company, and paid in euros and pounds sterling according to where the shareholder is resident. Cash dividends to ADS holders are paid by the ADS depositary bank in US dollars. The foreign exchange rates at which dividends declared in euros are converted into pounds sterling and US dollars are calculated based on the average exchange rate of the five business days during the week prior to the payment of the dividend.
Payment of dividends by direct credit
We pay cash dividends directly to shareholders’ bank or building society accounts. This ensures secure delivery and means dividend payments are credited to shareholders’ designated accounts on the same day payment is made. For ordinary shareholders, a dividend confirmation covering both the interim and final dividends paid during the financial year is sent to shareholders at the time of the interim dividend in February.
Dividend reinvestment plan
We offer a dividend reinvestment plan which allows holders of ordinary shares who choose to participate to use their cash dividends to acquire additional shares in the Company. These are purchased on their behalf by the plan administrator, Equiniti, through a low-cost dealing arrangement. For ADS holders, J.P. Morgan, through its transfer agent, EQ Shareowner Services, maintains the Global Invest Direct Program, which is a direct purchase and sale plan for depositary receipts with a dividend reinvestment facility.
|
|
See vodafone .com/dividends for further information about dividend payments |
Taxation of dividends
See page 227 for details on dividend taxation.
Shareholders as at 31 March 2025
| Number of ordinary shares held |
Number of
accounts |
% of total of
issued shares |
||||||
| 1–1,000 | 18,831 | 0.02 | ||||||
| 1,001–5,000 | 8,744 | 0.08 | ||||||
| 5,001–50,000 | 3,778 | 0.18 | ||||||
| 50,001–100,000 | 253 | 0.07 | ||||||
| 100,001–500,000 | 413 | 0.38 | ||||||
| More than 500,000 | 829 | 99.26 | ||||||
| 224 |
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|
|||||
| Shareholder information continued | ||||||||||
| Unaudited information | ||||
Major shareholders
As at 27 May 2025, J.P. Morgan, as custodian of our ADR programme, held approximately 13.88% of our ordinary shares of 2020/21 US cents each as nominee. At this date, the total number of ADRs outstanding was 343,981,910.
As at 27 May 2025, 1,132 holders of ordinary shares had registered addresses in the United States and held a total of approximately 0.01% of the ordinary shares of the Company.
As at 31 March 2025, the following voting rights and percentage interests in the ordinary share capital of the Company, disclosable under the Disclosure Guidance and Transparency Rule (‘DTR’) 5, had been notified to the Directors.
| Shareholder | Voting rights | Shareholding1 | ||||||
| Emirates | ||||||||
| Telecommunications | ||||||||
| Group Company | ||||||||
| PJSC (‘e&’) | 3,944,743,685 | 15.009711% | ||||||
| BlackRock, Inc. | 1,743,626,604 | 6.50% | ||||||
| Liberty Global plc | 1,355,000,000 | 5.018300% | ||||||
| Norges Bank | 803,179,853 | 3.0004% | ||||||
Notes:
| 1. |
The percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with DTR 5. |
| 2. |
On 14 February 2025, e& and two of its affiliates reported a total shareholding in Vodafone of 15.62% as of 11 February 2025 in a Schedule 13D filing with the SEC’ |
The Company is not aware of any other changes in the interests disclosed under DTR 5 between 31 March 2025 and 2 June 2025.
As far as the Company is aware, between 1 April 2022 and 3 June 2025, no shareholder held 3% or more of the voting rights attributable to the ordinary shares of the Company other than (i) J.P. Morgan, as custodian of our ADR program and (ii) e&, BlackRock, Inc., Liberty Global plc and Norges Bank (as described above).
The rights attaching to the ordinary shares of the Company held by these shareholders are identical in all respects to the rights attaching to all the ordinary shares of the Company. As at 3 June 2025, the Directors are not aware of any other interest of 3% or more in the ordinary share capital of the Company. The Company is not directly or indirectly owned or controlled by any foreign government or any other legal entity. There are no arrangements known to the Company that could result in a change of control of the Company.
Other information
Articles of Association and applicable English law
The following description summarises certain provisions of the Company’s Articles of Association and applicable English law. This summary is qualified in its entirety by reference to the Companies Act 2006 and the Company’s Articles of Association. The Company is a public limited company under the laws of England and Wales. The Company is registered in England and Wales under the name Vodafone Group Public Limited Company with the registration number 1833679.
Full details of where copies of the Articles of Association can be obtained are detailed on page 226 under ‘Documents on display’.
All of the Company’s ordinary shares are fully paid. Accordingly, no further contribution of capital may be required by the Company from the holders of such shares.
English law specifies that any alteration to the Articles of Association must be approved by a special resolution of the Company’s shareholders.
Articles of Association
The Company’s Articles of Association do not specifically restrict the objects of the Company.
Directors
The Directors are empowered under the Articles of Association to exercise all the powers of the Company subject to any restrictions in the Articles of Association, the Companies Act 2006 (as defined in the Articles of Association) and any special resolution.
Under the Company’s Articles of Association, a Director cannot vote in respect of any proposal in which the Director, or any person connected with the Director, has a material interest other than by virtue of the Director’s interest in the Company’s shares or other securities. However, this restriction on voting does not apply in certain circumstances as set out in the Articles of Association.
The Directors are empowered to exercise all the powers of the Company to borrow money, subject to the limitation that the aggregate amount of all liabilities and obligations of the Group outstanding at any time shall not exceed an amount equal to 1.5 times the aggregate of the Group’s share capital and reserves calculated in the manner prescribed in the Articles of Association, unless sanctioned by an ordinary resolution of the Company’s shareholders.
Purchase of own shares
The Company can make market purchases of its own shares or agree to do so in the future provided it is duly authorised by its members in a general meeting and subject to and in accordance with section 701 of the Companies Act 2006. Such authority was given at the 2024 AGM. The Company will be seeking a renewal of its current permission from shareholders to purchase up to 15% of its own shares at the 2025 AGM.
In March 2024, following a broad capital allocation review and consideration of the investment profile within the Group’s reshaped strategic footprint, we announced the intention to commence a share buyback programme following the sale of Vodafone Spain to Zegona Communications Plc and the opportunity for further share buybacks following the sale of Vodafone Italy to Swisscom AG.
Between (i) 15 May 2024 and 6 August 2024, (ii) 7 August 2024 and 13 November 2024, (iii) 14 November 2024 and 23 January 2025 and (iv) 4 February 2025 and 19 May 2025, Vodafone undertook non-discretionary share buyback programmes with Morgan Stanley & Co. International Plc, Goldman Sachs International, Citigroup Global Markets Limited, and Goldman Sachs International respectively following the sale of Vodafone Spain to Zegona Communications Plc.
Following the completion of the sale of Vodafone Italy to Swisscom AG on 31 December 2024, the Board approved the launch of a further non-discretionary share buyback programme of up to € 2 billion, split into quarterly rolling programmes. As part of this, an initial € 500 million share buyback programme commenced on 20 May 2025 with Citigroup Global Markets Limited.
As at 27 May 2025, the Company has purchased 1,804,297,088 ordinary shares under those programmes, which is below the number permitted to be purchased by the Company pursuant to the authority granted by the shareholders at the 2024 AGM.
Directors are not required under the Company’s Articles of Association to hold any shares of the Company as a qualification to act as a Director, although the Executive Directors are required to under the Company’s Remuneration Policy.
At each AGM, all Directors who are to remain on the Board, shall offer themselves for election or re-election, as applicable, in accordance with the Company’s Articles of Association and in the interests of good corporate governance.
|
|
Read more on the Remuneration Policy on pages 107–112 |
|
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| Shareholder information continued | ||||||||||
| Unaudited information | ||||
Rights attaching to the Company’s shares
At 31 March 2025, the issued share capital and percentage of total share capital represented by each share class of the Company was as follows.
| Number | Percentage | |||||||
| Preference shares | 50,000 | 0.0002% | ||||||
| Ordinary shares (excluding treasury shares) | 24,965,472,590 | 94.6080% | ||||||
| Treasury shares | 1,422,813,312 | 5.3918% | ||||||
| Ordinary shares (total) | 26,388,285,902 | 99.9998% | ||||||
| Total shares (preference and ordinary) | 26,388,335,902 | 100.0000% | ||||||
Dividend rights
Holders of 7% cumulative fixed rate shares are entitled to be paid in respect of each financial year, or other accounting period of the Company, a fixed cumulative preferential dividend of 7% p.a. on the nominal value of the fixed rate shares. A fixed cumulative preferential dividend may only be paid out of available distributable profits that the Directors have resolved should be distributed.
The fixed rate shares do not have any other right to share in the Company’s profits.
Holders of the Company’s ordinary shares may, by ordinary resolution, declare dividends but may not declare dividends in excess of the amount recommended by the Directors. The Board of Directors may also pay interim dividends. No dividend may be paid other than out of profits available for distribution.
Dividends on ordinary shares can be paid to shareholders in whichever currency the Directors decide, using an appropriate exchange rate for any currency conversions that are required.
If a dividend has not been claimed for one year after the date of the resolution passed at a general meeting declaring that dividend or the resolution of the Directors providing for payment of that
dividend, the Directors may invest the dividend or use it in some other way for the benefit of the Company until the dividend is claimed. If the dividend remains unclaimed for 12 years after the relevant resolution either declaring that dividend or providing for payment of that dividend, it will be forfeited and belong to the Company.
Voting rights
At a general meeting of the Company, when voting on substantive resolutions (i.e. any resolution that is not a procedural resolution) each shareholder who is entitled to vote and is present in person or by proxy has one vote for every share held (a poll vote). Procedural resolutions (such as a resolution to adjourn a general meeting or a resolution on the choice of Chair of a general meeting) shall be decided on a show of hands, where each shareholder who is present at the meeting has one vote regardless of the number of shares held, unless a poll is demanded.
Shareholders entitled to vote at general meetings may appoint proxies who are entitled to vote, attend and speak at general meetings. Two shareholders present in person or by proxy constitute a quorum for purposes of a general meeting of the Company.
Under English law, shareholders of a public company such as the Company are not permitted to pass resolutions by written consent. Record holders of the Company’s ADSs are entitled to attend, speak and vote on a poll or a show of hands at any general meeting of the Company’s shareholders by the depositary’s appointment of them as corporate representatives or proxies with respect to the underlying ordinary shares represented by their ADSs. Alternatively, holders of ADSs are entitled to vote by supplying their voting instructions to the depositary or its nominee who will vote the ordinary shares underlying their ADSs in accordance with their instructions.
Holders of the Company’s ADSs are entitled to receive notices of shareholders’ meetings under the terms of the deposit agreement relating to the ADSs.
Employees who hold vested shares in an EquatePlus account are able to vote by submitting instructions online through the EquatePlus platform. Note there are two vested share accounts with Computershare (SPA, in respect of shares arising from a SAYE exercise, and MyShareBank, in respect of vested shares from the Global Incentive Plan).
Holders of the Company’s 7% cumulative fixed rate shares are only entitled to vote on any resolution to vary or abrogate the rights attached to the fixed rate shares. Holders have one vote for every fully paid 7% cumulative fixed rate share.
Liquidation rights
In the event of the liquidation of the Company, after payment of all liabilities and deductions in accordance with English law, the holders of the Company’s 7% cumulative fixed rate shares would be entitled to a sum equal to the capital paid up on such shares, together with certain dividend payments, in priority to holders of the Company’s ordinary shares. The holders of the fixed rate shares do not have any other right to share in the Company’s surplus assets.
Pre-emptive rights and new issues of shares
Under section 549 of the Companies Act 2006 Directors are, with certain exceptions, unable to allot the Company’s ordinary shares or securities convertible into the Company’s ordinary shares without the authority of the shareholders in a general meeting. In addition, section 561 of the Companies Act 2006 imposes further restrictions on the issue of equity securities (as defined in the Companies Act 2006 which includes the Company’s ordinary shares and securities convertible into ordinary shares) that are, or are to be, paid up wholly in cash and not first offered to existing shareholders. The Company’s Articles of Association allow shareholders to authorise Directors for a period specified in the relevant resolution to allot (i) relevant securities generally up to an amount fixed by the shareholders and (ii) equity securities for cash other than in connection
with a pre-emptive offer up to an amount specified by the shareholders and free of the pre-emption restriction in section 561. At the 2024 AGM the amount of relevant securities fixed by shareholders under (i) above and the amount of equity securities specified by shareholders under (ii) above were in line with the Pre-Emption Group’s Statement of Principles.
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See vodafone .com/agm for further details of such proposals provided in the 2025 Notice of AGM |
Disclosure of interests in the Company’s shares
There are no provisions in the Articles of Association whereby persons acquiring, holding or disposing of a certain percentage of the Company’s shares are required to make disclosure of their ownership percentage, although such requirements exist under the DTRs.
General meetings and notices
Subject to the Articles of Association, AGMs are held at such times and places as determined by the Directors of the Company. The Directors may also, when they see fit, convene other general meetings of the Company. General meetings may also be convened on requisition as provided by the Companies Act 2006.
An AGM is required to be called on no less than 21 days’ notice in writing. Subject to obtaining shareholder approval on an annual basis, the Company may call other general meetings on 14 days’ notice. The Directors may determine that persons entitled to receive notices of meetings are those persons entered on the register at the close of business on a day determined by the Directors, but no later than 21 days before the date the relevant notice is sent. The notice may also specify the record date, the time of which shall be determined in accordance with the Articles of Association and the Companies Act 2006.
Under section 336 of the Companies Act 2006, the AGM must be held each calendar year and within six months of the Company’s year end.
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Variation of rights
If at any time the Company’s share capital is divided into different classes of shares, the rights attached to any class may be varied, subject to the provisions of the Companies Act 2006, either with the consent in writing of the holders of three quarters in nominal value of the shares of that class or at a separate meeting of the holders of the shares of that class.
At every such separate meeting all of the provisions of the Articles of Association relating to proceedings at a general meeting apply, except that (i) the quorum is to be the number of persons (which must be at least two) who hold or represent by proxy no less than one third in nominal value of the issued shares of the class, or if such quorum is not present at an adjourned meeting, one person who holds shares of the class regardless of the number of shares he holds; (ii) any person present in person or by proxy may demand a poll; and (iii) each shareholder will have one vote per share held in that particular class in the event a poll is taken. Class rights are deemed not to have been varied by the creation or issue of new shares ranking equally, with, or subsequent to that class of shares in sharing in profits or assets of the Company or by a redemption or repurchase of the shares by the Company.
Limitations on transfer, voting and shareholding
As far as the Company is aware there are no limitations imposed on the transfer, holding or voting of the Company’s ordinary shares other than those limitations that would generally apply to all of the shareholders, which apply by law (e.g. due to insider dealing rules) or those that apply as a result of failure to comply with a notice under section 793 of the Companies Act 2006.
No shareholder has any securities carrying special rights with regard to control of the Company. The Company is not aware of any agreements between holders of securities that may result in restrictions on the transfer of securities.
Documents on display
The Company is subject to the information requirements of the Exchange Act applicable to foreign private issuers. In accordance with these requirements, the Company files its Annual Report on Form 20-F and other related documents with the US Securities and Exchange Commission (the ‘SEC’). These documents may be inspected at the SEC’s public reference rooms located at 100 F Street, NE Washington, DC 20549. Information on the operation of the public reference rooms can be obtained in the United States by calling the SEC on +1-800-SEC-0330. In addition, some of the Company’s SEC filings, including all those filed on or after 4 November 2002, are available on the SEC’s website at sec.gov.
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Click to download a copy of the Company’s Articles of Association . Copies can also be obtained from the Company’s registered office |
Material contracts
At the date of this Annual Report, the Group is not party to any contracts that are considered material to its results or operations except for:
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its EUR 3,840,000,000 (as increased to EUR 4,050,000,000) and USD 3,935,000,000 (as increased to USD 4,004,000,000) revolving credit facilities which are discussed in note 21 ‘Borrowings’ to the consolidated statements; |
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the Implementation Agreement dated 20 March 2017, as amended, relating to the combination of the Indian mobile telecommunications businesses of Vodafone Group and Idea Group as detailed in note 27 ‘Acquisitions and disposals’ to the consolidated financial statements; |
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the Relationship Agreement entered into with Emirates Telecommunications Group Company PJSC (‘e&’) on 11 May 2023, relating to (i) the proposed appointment of up to two individuals nominated by e& as non-executive directors to the Board of Vodafone Group Plc and (ii) the ongoing relationship between e& and the Company. |
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the Contribution Agreement dated 14 June 2023 between Brilliant Design (BVI) Limited (formerly known as Brilliant Design Limited), CK Hutchison Group Telecom Holdings Limited, CK Hutchison Holdings Limited, Vodafone International Operations Limited and Vodafone UK Trading Holdings Limited relating to the merger of Vodafone UK and Three UK; and |
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the Shareholder Agreement dated 31 May 2025 between Vodafone International Operations Limited, Vodafone Group Plc, Brilliant Design (BVI) Limited, CK Hutchison Group Telecom Holdings Limited and Vodafone UK Trading Holdings Limited relating to the merger of Vodafone UK and Three UK. |
Exchange controls
There are no UK Government laws, decrees or regulations that restrict or affect the export or import of capital including, but not limited to, foreign exchange controls on remittance of dividends on the ordinary shares or on the conduct of the Group’s operations.
Taxation
As tax is a complex area, investors should consult their own tax adviser regarding the US federal, state and local, the UK and other tax consequences of owning and disposing of shares and ADSs in their particular circumstances.
This section describes, primarily for a US holder (as defined below), in general terms, the principal US federal income tax and UK tax consequences of owning or disposing of shares or ADSs in the Company held as capital assets (for US and UK tax purposes). This section does not, however, cover the tax consequences for members of certain classes of holders subject to special rules including, for example, US expatriates and former long-term residents of the United States; officers and employees of the Company; holders that, directly, indirectly or by attribution, hold 5% or more of the Company’s stock (by vote or value); financial institutions; insurance companies; individual retirement accounts and other tax-deferred accounts; tax-exempt organisations; dealers in securities or currencies; investors that will hold shares or ADSs as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes; investors holding shares or ADSs in connection with a trade or business conducted outside of the US; or US holders whose functional currency is not the US dollar.
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A US holder is a beneficial owner of shares or ADSs that is for US federal income tax purposes:
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an individual citizen or resident of the United States; |
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a US domestic corporation; |
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an estate, the income of which is subject to US federal income tax regardless of its source; or |
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a trust, if a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for US federal income tax purposes. |
If an entity or arrangement treated as a partnership for US federal income tax purposes holds the shares or ADSs, the US federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the tax treatment of the partnership. Holders that are entities or arrangements treated as partnerships for US federal income tax purposes should consult their tax advisers concerning the US federal income tax consequences to them and their partners of the ownership and disposition of shares or ADSs by the partnership.
This section is based on the US Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, and on the tax laws of the UK, the Double Taxation Convention between the United States and the UK (the ‘treaty’) and current HM Revenue and Customs (‘HMRC’) practice, all as of the date hereof. These laws and such practice are subject to change, possibly on a retroactive basis.
This section is further based in part upon the representations of the depositary and assumes that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms.
For the purposes of the treaty and the US-UK double taxation convention relating to estate and gift taxes (the ‘Estate Tax Convention’), and for US federal income tax and UK tax purposes, this section is based on the assumption that a holder of ADRs evidencing ADSs will generally be treated as the owner of the shares in the Company represented by those ADRs. Investors should note that a ruling by the first-tier tax tribunal in the UK has cast doubt on this view, but HMRC have stated that they will continue to apply their long-standing practice of regarding the holder of such ADRs as holding the beneficial interest in the underlying shares. Similarly, the US Treasury has expressed concern that US holders of depositary receipts (such as holders of ADRs representing our ADSs) may be claiming foreign tax credits in situations where an intermediary in the chain of ownership between such holders and the issuer of the security underlying the depositary receipts, or a party to whom depositary receipts or deposited shares are delivered by the depositary prior to the receipt by the depositary of the corresponding securities, has taken actions inconsistent with the ownership of the underlying security by the person claiming the credit, such as a disposition of such security. Such actions may also be inconsistent with the claiming of the reduced tax rates that may be applicable to certain dividends received by certain non-corporate holders, as described below. Accordingly, (i) the creditability of any UK taxes and (ii) the availability of the reduced tax rates for any dividends received
by certain non-corporate US holders, each as described below, could be affected by actions taken by such parties or intermediaries. Generally, exchanges of shares for ADRs and ADRs for shares will not be subject to US federal income tax or to UK tax other than stamp duty or stamp duty reserve tax.
Taxation of dividends
UK taxation
Under current UK law, there is no requirement to withhold tax from the dividends that we pay. Shareholders who are within the charge to UK corporation tax will be subject to corporation tax on the dividends we pay unless the dividends fall within an exempt class and certain other conditions are met. It is expected that the dividends we pay would generally be exempt.
Individual shareholders in the Company who are resident in the UK will be subject to the income tax on the dividends we pay. Dividends will be taxable in the UK at the dividend rates applicable (currently up to 39.35%) where the income received in a single tax year is above the dividend allowance (currently £500) which is taxed at a nil rate. Dividend income is treated as the highest part of an individual shareholder’s income and the dividend allowance will count towards the basic or higher rate limits (as applicable) which may affect the rate of tax due on any dividend income in excess of the allowance.
US federal income taxation
Subject to the passive foreign investment company (‘PFIC’) rules described below, a US holder is subject to US federal income taxation on the gross amount of any dividend we pay out of our current or accumulated earnings and profits (as determined for US federal income tax purposes). Distributions in excess of current and accumulated earnings and profits will be treated as
a non-taxable return of capital to the extent of the US holder’s basis in the shares or ADSs and thereafter as capital gain.
However, the Company does not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles. US holders should therefore assume that any distribution by the Company with respect to shares will be reported as ordinary dividend income. Dividends paid to a non-corporate US holder will be taxable to the holder at the reduced rate normally applicable to long-term capital gains provided that certain requirements are met.
Dividends must be included in income when the US holder, in the case of shares, or the depositary, in the case of ADSs, actually or constructively receives the dividend and will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations.
The amount of the dividend distribution to be included in income will be the US dollar value of the pound sterling or euro payments made determined at the spot pound sterling/US dollar rate or the spot euro/US dollar rate, as applicable, on the date the dividends are received by the US holder, in the case of shares, or the depositary, in the case of ADSs, regardless of whether the payment is in fact converted into US dollars at that time. If dividends received in pounds sterling or euros are converted into US dollars on the day they are received, the US holder generally will not be required to recognise any foreign currency gain or loss in respect of the dividend income.
Where UK tax is payable on any dividends received, a US holder may be entitled, subject to certain limitations, to a foreign tax credit in respect of such taxes.
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Taxation of capital gains
UK taxation
A US holder that is not resident in the UK will generally not be liable for UK tax in respect of any capital gain realised on a disposal of our shares or ADSs.
However, a US holder may be liable for both UK and US tax in respect of a gain on the disposal of our shares or ADSs if the US holder:
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is a citizen of the US and is resident in the UK; |
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is an individual who realises such a gain during a period of ‘temporary non-residence’ (broadly, where the individual becomes resident in the UK, having ceased to be so resident for a period of five years or less, and was resident in the UK for at least four out of the seven tax years immediately preceding the year of departure from the UK); |
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is a US domestic corporation resident in the UK by reason of being centrally managed and controlled in the UK; or |
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is a citizen or a resident of the United States, or a US domestic corporation, that has used, held or acquired the shares or ADSs in connection with a branch, agency or permanent establishment in the UK through which it carries on a trade, profession or vocation in the UK. |
In such circumstances, relief from double taxation may be available under the treaty. Holders who may fall within one of the above categories should consult their professional advisers.
US federal income taxation
Subject to the PFIC rules described below, a US holder that sells or otherwise disposes of our shares or ADSs generally will recognise a capital gain or loss for US federal income tax purposes equal to the difference, if any, between the US dollar value of the amount realised and the holder’s adjusted tax basis, determined in US dollars, in the shares or ADSs. This capital gain or loss will be a long-term capital gain or loss if the US holder’s holding period in the shares or ADSs exceeds one year.
The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of losses is subject to limitations.
Additional tax considerations
UK inheritance tax
An individual who is domiciled in the United States (for the purposes of the Estate Tax Convention) and is not a UK national will not be subject to UK inheritance tax in respect of our shares or ADSs on the individual’s death or on a transfer of the shares or ADSs during the individual’s lifetime, provided that any applicable US federal gift or estate tax is paid, unless the shares or ADSs are part of the business property of a UK permanent establishment or pertain to a UK fixed base used for the performance of independent personal services. Where the shares or ADSs have been placed in trust by a settlor they may be subject to UK inheritance tax unless, when the trust was created, the settlor was domiciled in the United States and was not a UK national. Where the shares or ADSs are subject to both UK inheritance tax and to US federal gift or estate tax, the estate tax convention generally provides a credit against US federal tax liabilities for UK inheritance tax paid. The above description does not take into account any change in law or practice that may arise from proposed changes announced by the UK government on 30 October 2024 to the taxation of non-UK domiciled individuals, and specific professional advice should be sought on this matter if relevant.
UK stamp duty and stamp duty reserve tax
Stamp duty will, subject to certain exceptions, be payable on any instrument transferring our shares to the custodian of the depositary at the rate of 1.5% on the amount or value of the consideration if on sale or on the value of such shares if not on sale. Stamp duty reserve tax (‘SDRT’), at the rate of 1.5% of the amount or value of the consideration or the value of the shares, could also be payable in these circumstances but no SDRT will be payable if stamp duty equal to such SDRT liability is paid.
However, such transfers will not attract stamp duty or SDRT where they satisfy the conditions of an exemption, including exemptions which can apply to certain capital raising or qualifying listing arrangements. Specific professional advice should be sought before paying a 1.5% SDRT or stamp duty charge in any circumstances.
No stamp duty should in practice be required to be paid on any transfer of our ADSs provided that the ADSs and any separate instrument of transfer are executed and retained at all times outside the UK.
A transfer of our shares in registered form will attract ad valorem stamp duty generally at the rate of 0.5% of the purchase price of the shares. There is no charge to ad valorem stamp duty on gifts.
SDRT is generally payable on an unconditional agreement to transfer our shares in registered form at 0.5% of the amount or value of the consideration for the transfer, but if, within six years of the date of the agreement, an instrument transferring the shares is executed and stamped, any SDRT which has been paid would be repayable or, if the SDRT has not been paid, the liability to pay the tax (but not necessarily interest and penalties) would be cancelled. However, an agreement to transfer our ADSs will not give rise to SDRT.
PFIC rules
We do not believe that our shares or ADSs will be stock of a PFIC for US federal income tax purposes for our current taxable year or the foreseeable future. This conclusion is a factual determination that is made annually and thus is subject to change. If we are a PFIC, US holders of shares would be required (i) to pay a special US addition to tax on certain distributions and (ii) any gain realised on the sale or other disposition of the shares or ADSs would in general not be treated as a capital gain unless a US holder elects to be taxed annually on a mark-to-market basis with respect to the shares or ADSs.
Otherwise a US holder would be treated as if he or she has realised such gain and certain ‘excess
distributions’ rateably over the holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated. An interest charge in respect of the tax attributable to each such preceding year beginning with the first such year in which our shares or ADSs were treated as stock in a PFIC would also apply. In addition, dividends received from us would not be eligible for the reduced rate of tax described above under ‘Taxation of dividends – US federal income taxation’.
Back-up withholding and information reporting
Payments of dividends and other proceeds to a US holder with respect to shares or ADSs, by a US paying agent or other US intermediary will be reported to the Internal Revenue Service and to the US holder as may be required under applicable regulations. Back-up withholding may apply to these payments if the US holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to comply with applicable certification requirements.
Certain US holders are not subject to back-up withholding. US holders should consult their tax advisers about these rules and any other reporting obligations that may apply to the ownership or disposition of shares or ADSs, including requirements related to the holding of certain foreign financial assets.
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The Company was incorporated under English law in 1984 as Racal Strategic Radio Limited (registered number 1833679). After various name changes, 20% of Racal Telecom Plc share capital was offered to the public in October 1988. The Company was fully demerged from Racal Electronics Plc and became an independent company in September 1991 at which time it changed its name to Vodafone Group Plc. Since then we have entered into various transactions which impacted the development of the Group. The most significant in the year ended 31 March 2025 are summarised below.
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On 31 May 2024, after receiving the final approval from the Spanish authorities on 14 May 2024, the sale of Vodafone Holdings Europe, S.L.U. (‘Vodafone Spain’) to Zegona Communications plc (‘Zegona’) completed for € 4.1 billion in cash and € 0.9 billion in the form of redeemable preference shares. On 15th May 2024, Vodafone commenced an initial € 500 million share buyback programme as part of the plans to return € 2.0 billion over 12 month following. |
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On 3 July 2024 Vodafone UK and Virgin Media agreed to extend and enhance their existing mobile network sharing agreement for more than a decade, bolstering quality mobile coverage across the country and delivering improved services for customers. |
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On 5 December 2024, following the previous announcement on 14 June 2023 of the combination of Vodafone Group and CK Hutchison Group Telecom Holdings Limited (‘CKHGT’) UK telecommunication businesses, respectively Vodafone UK and Three UK (the ‘Transaction’), after 18 months of detailed and thorough analysis, the UK’s Competition and Markets Authority (‘CMA’) approved the combination of Vodafone UK and Three UK. |
On 29 July 2024, Vodafone confirmed that the Transaction was classified as a significant transaction and Vodafone shareholder approval was no longer required. On 30 September 2024, Vodafone UK and Three UK responded to the CMA’s Notice of Possible Remedies.
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On 2 January 2025 Vodafone Group Plc (‘Vodafone’) announced that it completed the sale of its Italian operations (‘Vodafone Italy’) to Swisscom AG (‘Swisscom’) for € 7.9 billion in cash. The transaction valued Vodafone Italy at a multiple of 7.6x consensus Adjusted EBITDAaL and c.26x OpFCF for FY24, representing a premium to the Group’s trading multiple and the highest OpFCF multiple of any Vodafone market transaction in the last 10 years. As part of the transaction, Vodafone and Swisscom entered into an agreement whereby Vodafone will continue to provide certain services to Vodafone Italy for a period of up to five years post deal completion. Proceeds from this sale will be used to reduce Vodafone Group net debt and the Board will target to return to shareholders up to € 2.0 billion, as already expressed in the announcement of the transaction dated 15 March 2024, once the current buyback programme has completed. |
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On 10 January 2025, further to the announcements on 4 December 2024 and 19 June 2024, Vodafone Group Plc (‘Vodafone’) announces that it has successfully completed the placing of its remaining 79.2 million shares in Indus Towers Limited (‘Indus’) representing the remaining 3.0% of Indus’ outstanding share capital through an accelerated book build offering (the ‘Placing’) on 5 December 2024. |
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Subsequent event: On 31 May 2025, Vodafone UK completed it’s merger with Three UK. |
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Click here to view a simplified holding structure for the Vodafone Group: investors.vodafone.com/ VodafoneGroupHoldingStructure | |
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Read more in our financial statements, note 12 ‘Investments in associate and joint arrangements’ | |
Regulation
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Introduction
Our operating companies are generally subject to regulation governing their business activities. Such regulation typically takes the form of industry-specific law and regulation covering telecommunications services and general competition (anti-trust) law applicable to all activities. The following section describes the regulatory frameworks and the key regulatory developments at national and regional levels and in the European Union (‘EU’), where we had significant interests during the period ended 31 March 2025. Many of the regulatory developments reported in the following section involve ongoing proceedings or consideration of potential proceedings that have not reached a conclusion. Accordingly, we are unable to attach a specific level of financial risk to our performance from such matters.
EU
In June 2024, EU citizens were called upon to elect the new European Parliament. This also resulted in a pause for new legislation. With the start of the new Commission, in December 2024, a new legislative cycle began.
Telecommunications regulation
In February 2024, the European Commission (‘EC’) adopted a digital connectivity package aimed at fostering innovation, security and resilience of digital infrastructures. The package includes (i) a White Paper on ‘How to master Europe’s digital infrastructure needs?’, and (ii) a Recommendation on the security and resilience of submarine cable infrastructures. A public consultation on the White Paper ran until 30 June 2024. The contributions to the White Paper will inform the work of the new EC, which is expected to propose a revision of the telecommunications framework by the end of 2025.
Supporting the EC’s work, reports by Enrico Letta and Mario Draghi considering the EU Single Market and European Competitiveness, were published in April and September 2024 respectively. These reports push for an urgent overhaul of the sectoral regulatory framework. Draghi’s report not only endorses the European Commission’s telecoms problem statement but elevates telecom as a top priority for the upcoming mandate, suggesting an EU Telecoms Act as a key framework overhaul. Letta’s conclusions advocate for an updated EU single market to secure Europe’s economic resilience. These reports provide political guidance and will feed into the work of the new EC.
Additionally, on 11 February 2025 the European Commission published its Work Programme for 2025, which builds on its Competitiveness Compass, published on 29 January 2025. The Competitiveness Compass outlined the Commission’s strategy through 2029, to achieve EU’s competitiveness, economic security and industrial decarbonisation, while the Work Programme focuses on the immediate initiatives for 2025. Key priorities for Vodafone from both documents include (i) the Digital Networks Act, scheduled for presentation in late 2025, which aims, inter alia, at improving market incentives to build the digital networks of the future, at creating an integrated Single market for connectivity, and a more coordinated EU spectrum policy, and (ii) the revision of the Horizontal Merger Guidelines, which currently does not have a set publication date. This revision is set to ensure that companies can scale up in global markets and that innovation, resilience and the investment intensity of competition in certain strategic sectors are given adequate weight in light of the EU economy’s acute need. Other relevant initiatives include, the Apply AI Strategy, the 28th regime, the New State Aid Framework, the Single Market Strategy, the Digital package, and the several Omnibus packages on sustainability, investment simplification and defence.
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On infrastructure deployment, the Gigabit Infrastructure Act (‘GIA’), revising the 2014 Broadband Cost Reduction Directive, was adopted by the co-legislators at the end of April 2024. As part of this, legislators agreed to prolong the current caps on retail surcharges until 2029. Full abolition of retail surcharges from 2029 onwards is conditional on (i) an EC review/impact assessment by 2027 and (ii) an EC implementing act on fair use provisions by 2028. Otherwise, the caps will expire in 2032.
On roaming, in 2023, the EU-Ukraine Association Committee in Trade Configuration and the EU-Moldova Association Committee in Trade Configuration separately adopted decisions to apply EU ‘roam like at home’, intra-EU communication provisions and EU fixed termination rates (‘FTR’), and mobile termination rates (‘MTR’, only Ukraine) between the EU and Ukraine/the EU and Moldova. Ukraine has notified its transposition of EU telecom law to the Commission in December 2024. The Commission is now in the process of confirming Ukraine’s correct implementation and triggering a Council decision. As final step, the trade committee under the EU-Ukraine Association Agreement needs to sign off Ukraine’s internal market treatment. The timeline is uncertain due to the novelty of the procedure, but it is anticipated to conclude by July 2025 when the voluntary industry agreement on connectivity support of Ukraine expires. The timeframe for transposition by Moldova is one year for intra-EU communications and two years for roaming and MTR/FTR after implementation of the decision.
On wholesale termination rates, in December 2024, the Commission published its mobile cost model study results, which will inform this year’s review of EU wholesale roaming and mobile termination rates. The study does not prejudge any future policy decisions by the Commission including on the regulated rates which will consider further inputs and market considerations.
The cost model study will feed into BEREC’s opinion on the roaming review (expected Q1 2025) and into the EC review of the roaming regulation (due mid-2025) and the MTR regulation (end-2025). However, the Commission might decide to not proceed with an update of the Roaming Regulation before mid-2027.
On network security, the final compromise text of the Cyber Resilience Act (‘CRA’) was published in the Official Journal of the European Union on 20 November 2024. The CRA introduces horizontal cybersecurity requirements for products with digital elements and associated services that are placed on the European single market. Products in scope will be subject to conformity assessment. Highly critical products will be subject to European cybersecurity certification schemes.
Digital platform regulation
The Digital Markets Act (‘DMA’) became fully enforceable in March 2024 and enforcement proceedings are now underway. Currently, seven companies are designated as Gatekeepers under the DMA, and are therefore required to take steps to comply with the regulation and evidencing this in the form of a report to be audited by the EC.
Upon entry into force, the EC immediately launched investigations into three Gatekeepers for possible non-compliance with their obligations under the DMA: Apple, Alphabet/Google, and Meta. These investigations focus inter alia on conditions and charges for developers within the Apple and the Google platform environment. Within 12 months from the launch of the investigations, the companies under investigation will receive preliminary findings from the EC that they (and other stakeholders) can respond to. The EC will then make a final decision. Gatekeepers will have two months to appeal to the EU courts if they disagree with the findings of the final decision, otherwise they must comply.
The Digital Services Act (‘DSA’) became fully enforceable in February 2024. Since then, online platforms and other intermediaries have been subject to new and updated rules on content moderation and due diligence. The EC has also now designated 20 firms as Very Large Online Platforms (‘VLOPS’), with additional obligations and subject to its direct supervision. The EC has opened enforcement proceedings into a number of VLOPs including Meta, TikTok and X.
The AI Act entered into force on 1 August 2024. Enforcement will take place over a two-year time scale, starting with the prohibited AI systems from 2 February 2025 and concluding with the rules for high-risk AI systems by August 2026. Vodafone has signed a voluntary AI Pact, which launched in September 2024, allowing companies to assess their compliance with the Act by adhering to several baseline commitments.
Sustainability regulation
The EC’s first two Omnibus were published on 26 February 2025: (1) Omnibus on Sustainable Reporting Obligations, and (2) Omnibus to simplify InvestEU. The first Omnibus aims to streamline and simplify corporate sustainability rules, by consolidating reporting obligations across the Corporate Sustainability Reporting Directive (‘CSRD’), the Corporate Sustainability Due Diligence Directive (‘CSDDD’), the Carbon Border Adjustment Mechanism (‘CBAM’) and the EU Taxonomy, thus reducing compliance burdens while addressing concerns over Europe’s economic competitiveness and regulatory complexity.
The second Omnibus aims to enhance the InvestEU programme’s risk-bearing capacity, mobilising up to € 50 billion in public and private investment, particularly in clean tech, clean mobility, and waste reduction. It also includes the creation of a new Industrial Decarbonisation Bank with € 100 billion in funding, linked to the Clean Industrial Deal’s pillar for investment.
On 26 February 2025, the EC launched the Clean Industrial Deal (‘CID’), a proposed policy package aimed at supporting European industries in transitioning to a carbon-neutral economy while maintaining global competitiveness. This framework will include legislative and non-legislative initiatives, for example, the Decarbonisation Accelerator Act will address, inter alia, clean energy, funding and investment. On the same day, the EC launched Action Plan for Affordable Energy, which sits as a cornerstone in the CID.
The Ecodesign for Sustainable Products Regulation (‘ESPR’) establishes ecodesign requirements for placing mobile phones, cordless phones and slate tablets on the market. The Regulation entered into force on 18 July 2024. Delegated acts will be set for different products and material groups – a timetable is delayed due to the new Commission mandate.
The Green Claims Directive, which was proposed by the EC on 22 March 2023, aims at ensuring that claims on the ‘green’ nature of products are reliable, comparable and verifiable throughout the EU. This has still not been adopted, with trilogues between the EU Parliament and Council ongoing since Q3 2024. The proposed directive will require companies like Vodafone to substantiate the voluntary green claims made in business-to-consumer commercial practices.
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Country specific
Germany
Licences for frequency allocations at 800MHz, parts of 1800MHz, and 2600MHz will expire at the end of 2025. Vodafone Germany currently holds allocations at 800MHz and 2600MHz. In March 2025, the National Regulatory Authority (‘NRA’) Bundesnetzagentur (‘BNetzA’) decided that the existing licences will be extended by five years, supplemented by a prolongation of the Vodafone allocations at 1800 MHz by three years (2034 – 2036). The prolongation implies further coverage obligations, for example, 99.5% area coverage, additional household related obligations in remote areas, as well as extended coverage of traffic routes.
In 2019, Vodafone acquired spectrum at 2.1GHz and 3.6GHz. The spectrum allocation includes coverage obligations which, depending on the specifics of the obligation, have to be fulfilled by end of either 2022 or 2024. All mobile network operators have reported on time on the status of obligation fulfilment, including given judicial or factual circumstances hindering fulfilment. For the 2022 obligations, BNetzA assessed the reports, including Vodafone’s, and informed Vodafone about the results at the end of September 2023. As a consequence, BNetzA has conducted an official hearing with Vodafone on possible fines for a minor number of cases of non-fulfilment but has not yet issued a final decision. For the 2024 obligations, BNetzA is currently assessing the reports.
In July 2022, BNetzA published the future access regulation, which will apply to the access networks of Deutsche Telekom. Under this new access regulation, BNetzA has applied a lighter regulatory approach in fibre networks than was previously applied to Deutsche Telekom’s copper networks. An important aspect of the BNetzA decision is regulated access to ducts of Deutsche Telekom. The complete operational implementation of the new approach in regulated standard offers and fees is still pending. In July 2024, BNetzA laid down the fees for access to passive infrastructure held by Deutsche Telekom, notably ducts.
United Kingdom
New Ofcom and Advertising Standards Agency MCPR regulations came into force on 17 January 2025, requiring Vodafone to prominently explain how prices will increase in pounds and pence terms. Vodafone implemented these regulations on time. Ofcom is expected to undertake a monitoring review of implementation across industry later this year.
Ofcom’s Telecom’s Access Review is now underway. It is a far-reaching consultation that will determine fixed wholesale market regulation for business connectivity and broadband services in the five years to April 2031. Ofcom have signalled that they are keen to maintain market stability with only modest changes anticipated.
Ofcom has confirmed that an auction of mmWave spectrum will be held in September/October 2025. It has additionally launched a review of annual spectrum fees, with initial proposals suggesting an annual reduction of around £10 million.
Vodacom: South Africa (‘SA’)
The NRA (‘ICASA’) has concluded its Review of the Pro-competitive Conditions imposed on licensees under the Call Termination Regulations and published its findings document on 28 March 2022. ICASA gave notice on 26 May 2023 of the Final Amendment to the Call Termination Regulations. The final regulations were published in the Government Gazette on 9 December 2024. The first reduction in MTR and FTR will be effective on 1 July 2025, with a further two reductions in July 2026 and July 2027. Asymmetric MTRs for existing mobile network operators will be removed by July 2026, whilst new entrants will be entitled to asymmetric MTRs and FTRs for three years post entry. The NRA decided to undertake a separate process on international call termination, which is currently deregulated.
On 23 June 2023, the Department of Communication and Digital Technology (‘DCDT’) published proposed amendments to the Electronic Communications Act (‘Bill’) for comment. Vodacom SA submitted written comments on the Bill on 31 August 2023. There have been no further developments since the election of the new Parliament and the establishment of the Government of National Unity.
On 29 February 2024, the NRA published draft amendments to the End-user and Subscriber Service Charter (‘EUSSC’) Regulations 2016 for comment. These relate to bundle usage sequencing and roll-over, and the transfer of bundles (or portions thereof) of voice minutes, SMS and data bundles. The NRA held a Public Hearing on 1 and 2 October 2024. Vodacom is to submit responses to questions following the Public Hearings on 25 October 2024. The final step in the process is the publications of the Final Regulations.
The NRA has initiated an inquiry into a proposed new Licensing Framework for Satellite Services with the publication of a Discussion Document. The deadline for public submissions was 12 November 2024. A public hearing was held on the 5, 6 and 7 February 2025. The NRA intends to (i) develop a transparent regulatory framework with clear rules to establish regulatory certainty for potential investors; (ii) develop procedures for authorising user-terminals operations in South African territory; (iii) review spectrum fees, taking also into account the increasing amount of bandwidth used by satellite systems operating in higher frequency bands, and; (iv) develop a procedure for registration of international space segment providers (including details of ITU coordination status of the space segment) who intend to provide a service either directly or indirectly (through existing licensed operators) to South African consumers.
The next step in the process is the publication of a Findings document, followed by the publication of Draft regulations and/or amendments, which will be sent to the Radio Spectrum Regulations for comment. The process will conclude with the publication of Final regulations and/or amendments to the Radio Spectrum Regulations. The estimated date of publication is not yet known.
Other Europe: Ireland; Portugal; Romania; Greece; Czech Republic; Albania
Spectrum
In Portugal, Vodafone Portugal continues to appeal against certain aspects of the conditions for the 5G auction, which concluded in November 2021, claiming the conditions between new entrants and mobile network operators were discriminatory. Legal proceedings are still ongoing, with no expected date of conclusion, and the rights of use remain in place in the meantime.
In Albania, the NRA (‘AKEP’) launched spectrum auctions, which took place on 17 and 24 October 2024. The NRA auctioned a quantity of 280 MHz of spectrum. Vodafone Albania (‘VFAL’) and One each won a quantity of 120 MHz spectrum. VFAL offered € 5,436,500 for bands 3680–3800 MHz. One Albania offered € 5,437,355 for bands 3420–3540 MHz. Both spectrum bands are offered for a fifteen years’ term, with an optional additional five years. VFAL obtained the official licence on 11 November 2024 and has since rolled out the first 5G service in Albania.
In Greece, concerns over electromagnetic field (‘EMF’) radiation triggered a residents’ petition for the annulment of the 5G Auction Tender document. Despite the auction process completing in December 2020 and the assigned spectrum already being in use by Vodafone Greece, the petition against the Tender document was heard in January 2022. The High Administrative Court by its decision no. A1046/10-07-2024 has rejected the petition for annulment of NRA’s (‘EETT’) decision. There is no further right of appeal.
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Also in Greece, institutional procedures for harmonising EMF limits have started. A Committee of Experts was set up on 30 August 2024 and are due to issue a recommendation on harmonised EMF limits, however, this has been delayed. Final adoption of this recommendation by Joint Ministerial Decision is expected by mid-2025. It is possible, however, that Government reform scenarios delay these timelines.
The Greek NRA (‘EETT’) set up a working group that will examine the spectrum allocation conditions for the Spectrum Rights of Use expiring by 2027 (900MHz and 1800MHz). The working group will explore the market interest on spectrum and after conducting the relevant public consultation will propose the spectrum allocation procedure. The NRA, following the public consultation, will propose to the Ministry the final proposed approach on the spectrum allocation conditions. Based on the timeline by the NRA, the proposal to the Ministry of Digital Governance must be completed by the end of November 2025.
In July 2023, EETT informed operators, including Vodafone, of the findings from on-site audits conducted from October 2021 to March 2023 in relation to microwave link (MwL) emissions. The findings indicated possible breaches, with possibility of fines as a consequence. MNOs were given opportunity to comment on their findings. Vodafone Greece responded to EETT’s letter and sought to obtain the proper licensing from EETT to remedy the breaches.
In January 2024, EETT called operators to a hearing on MwL emissions. Vodafone Greece contributed to this hearing process via a written memorandum and additional supporting documentation on 19 February 2024.
On assessment, EETT issued a fine of € 342,000 in December 2024, with the total payable amount reduced to € 228,000 due to a 1/3 discount for early payment for use of the unlicensed MwL frequencies. Vodafone appealed on 25 February 2025 before the Administrative Court of Appeal for a further reduction of the fine.
EETT continues to perform audits to prevent unlicensed use of MwL frequencies. In November and December 2024, EETT notified Vodafone Greece of new cases of perceived breaches. Internal risk mitigation planning is currently underway.
Furthermore, after completing the licensing procedure for existing base stations (according to Law 4635/2019), the NRA EETT launched a series of hearings for 34 base stations where the licence applications had been rejected or withdrawn. Vodafone Greece submitted the relevant memoranda for each case on 15 July 2024. Decisions are expected by the end of Q4 FY25.
In the Czech Republic, the NRA (‘CTU’) renewed 900 MHz and 1800 MHz licences of O2 Czech Republic and T-Mobile Czech Republic. The new licences are valid until end of 2044 and include an obligation to share passive infrastructure built in selected rural areas and railway corridors with other 900 MHz or 1800 MHz licence holders, including Vodafone. In September 2024, Vodafone submitted a formal request to the CTU to start the renewal process of Vodafone’s 900 MHz and 1800 MHz licence. In October 2024 the CTU launched a public consultation of Vodafone licence renewal and the CTU published the settlement of comments from the public consultation in February 2025. Vodafone is in the process of finalising the licence renewal, which will be valid until June 2049.
Universal Service Obligations (‘USO’) and Consumer Support Measures
Vodafone Greece has four active appeals against EETT. These are in relation to charges of approximately € 16.75 million. Of this, € 9.0 million is in relation to the provision of universal services by operator Hellenic Telecommunications Organisation (‘OTE’) for the period of 2010 through to 2011. Vodafone Greece has appealed these costs. The hearings were held in April 2024 before the Administrative Court of Appeal in relation to the charges for 2010 and 2011, and the decision was issued in March 2025. The Council of State rejected the company’s appeals awaiting finalisation. Vodafone has exhausted procedural rights. Therefore, the decision is considered final and irrevocable. The remaining € 7.75 million is related to USO net costs for the period of 2012 to 2016. Vodafone Greece also appealed these costs. The appeal has been referred to the Administrative Court of Appeal and the court’s decision is pending.
In addition, the Universal Service Net Cost Allocation Decision for the years 2017 to 2019 was issued in October 2023, with the Vodafone share (including CYTA, an operator subsidiary that merged with Vodafone Greece in 2019) being calculated at € 2.2 million. Vodafone Greece appealed these costs before the Administrative Court of Appeal in April 2024, with the hearing scheduled for 23 May 2025.
Similarly, Vodafone Portugal continues to challenge payment notices totalling € 34.8 million issued by ANACOM regarding 2012 to 2014 extraordinary compensation of USO costs.
In Greece, a hearing for perceived breaches of consumer regulation regarding 22 retail customer cases was held by EETT on 20 May 2024. Vodafone Greece submitted its memorandum on 7 August 2024 and the decision is still pending.
In Ireland, Eircom challenged the ComReg’s 2019 findings on USO cost for the periods 2010–2015. For each year ComReg found the net cost of provision of universal service did not represent an unfair burden on Eircom for the years in question. In 2020 the Irish court referred a question to the Court of Justice of the EU (‘CJEU’) concerning the unfair burden assessment. In 2022 the CJEU delivered its judgment, and the Irish High Court consequently made orders for ComReg to review aspects of its decisions in accordance with the CJEU judgment. ComReg has reviewed the years 2010–2011 and in June 2024 again found no unfair burden. In January 2025, ComReg have also published their final decision on the year 2011–2012 and again found no unfair burden.
Access
In Albania the national MTRs have been reduced from 1.11 Lek/minute to 1.02 Lek/minute effective from 1 October 2024 according to the relevant NRA decision following the market analysis finalised in February 2024. This is the first step of the two-year glidepath of national MTRs reduction at the end of which the MTR will reach 0.75 Lek/ minute in 2027.
In Greece, after extensive discussions with the incumbent (OTE) and following approvals from the EC and EETT granted in July 2024, a wholesale volume discount agreement for OTE FTTH services was signed and entered into force on 8 August 2024. Respective agreements with United Fiber and Fiber2All entered into force in December 2024.
EETT launched a public consultation on the main principles of the NGA BULRIC+ model update regarding the wholesale broadband access services in January 2024. A second consultation will follow on the model. Vodafone Greece will push for an updated version to support competition and fibre roll out targets. A final decision is expected during Q3 2025.
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In Romania, the NRA (‘ANCOM’) has started the review of dominant operator M1’s Wholesale local access provided at a fixed location, with the NRA conclusions expected to be communicated by June 2025. This is a result of Vodafone’s request for the ANCOM to appropriately address competition distortions within the market, as M1 has over 70% of the market and continues to expand its position each year.
In the Czech Republic, in July 2023, the CTU published market analyses of fixed broadband access markets. The CTU concluded that the regulation of fixed broadband central access for mass-market products is no longer justified. The CTU removed the designation of the fixed incumbent as an undertaking with significant market power in this market and thereby removed its regulatory obligations. There was a transition period of 12 months following the CTU decision which expired in February 2025.
Other Africa and Middle East: Democratic Republic of the Congo (DRC); Tanzania; Mozambique; Lesotho; Türkiye; Egypt.
Spectrum
In Mozambique, the 5G auction consultation proposes a reserve price of $15m per 2x5 of 700 MHz, $15m per 2600 MHz and $15m per 3500 MHz. The price for 2600 and 3500MHz is comparatively excessive against both Vodafone and neighbouring markets benchmarks. The proposed draft auction rules are also against best practice. The Communications Regulator has indicated a willingness to introduce coverage obligations in exchange for marginally reduced pricing, but these are yet to be reflected in the official auction rules. The cabinet of ministers approved the auction rules and terms and conditions, which have now been published in the Government Gazette, to legalise the launch of the auction. The auction was expected be scheduled 60 days subsequent to the publication of the joint dispatch; however, there is a risk that the auction may have been postponed.
In Egypt, the NRA (‘NTRA’) initiated the issuance of 5G radio frequency spectrum licences; the initial proposal included an indicative reserve price of US$450 million and successful bidders were expected to incur US$450 million in 5G-related network investment. Subsequently, the NTRA submitted a new proposal for the 5G licence terms and conditions at a cost of US$150 million for fifteen years with extension to all current licences without spectrum. Vodafone Egypt did not accept this. On 1 January 2024, Vodafone Egypt received an offer from the NTRA for the 5G licence entailing a licence fee of US$173 million for a fifteen-year licence terms and renewal of the 2G/3G/4G licences until 2038. This offer was valid until 15 January 2024. The President had also directed that if the offer was not accepted by at least one of the operators, the NTRA will be required to issue a new offer entailing US$150 million and renewal of existing licences. On 15 January 2024, Vodafone Egypt rejected the offer, however, the government-owned Telecom Egypt accepted the offer and announced its acquisition of a 5G licence. Following further negotiations, Vodafone Egypt accepted the offer and paid US$150 million. The 5G licence was awarded on 7 October 2024 and Vodafone Egypt plans to launch 5G services for its customers by April 2025. Vodafone Egypt has officially concluded acquisition of its 5G licence at a price of US$150 million, in addition to US$17 million paid for the renewal of Vodafone Egypt’s existing licences.
Regulatory and legal disputes and fines
In the DRC, Vodacom DRC are in ongoing negotiations with the NRA (‘ARPTC’) in relation to new regulatory fees that were first introduced in March 2022. On 22 October 2022, the MNOs (including Vodacom DRC), Minister of Communications, and ARPTC reached an agreement and signed an Memorandum of Understanding (‘MoU’) on the new regulatory fees, setting out revised fees and modality of payment. The MoU also provides for resolution of any pending fines and legal actions in this regard.
Execution of each party’s obligations under the MoU is ongoing.
In the DRC, the Minister of Communications further extended the deadline for licence conversion under the new Communications Act to 30 September 2024. Vodacom DRC has reviewed the final versions of the licence terms and still awaits conclusion of the licence conversion process.
In Tanzania, the TCRA found that Vodacom Tanzania had failed to comply with regulatory Quality of Service (‘QoS’) targets during 2023, mostly in the Zanzibar region, and has ordered Vodacom Tanzania to implement network improvements. There have been further reports during 2024 and 2025 where the TCRA has issued reports highlighting Vodacom’s failed QoS KPIs in Zanzibar and Dodoma. The persistent findings of failing QoS against Vodacom pose a risk of non-compliance sanctions. Vodacom is executing on the network improvement commitments made to the TCRA, including construction of additional sites both in Zanzibar and Dodoma. Vodacom has made progress and continues to engage the TCRA to provide updates on its network rollout plan.
After the earthquake that occurred on 6 February 2023, Vodafone Türkiye (and other mobile network operators) were subject to an investigation that took place in September 2023 by the ICTA. Following the investigation, the written defence was submitted on 9 October 2023 and the oral defence was held on 5 November 2024. The result of the investigation is pending.
Networks, coverage and access
In Egypt, Vodafone Egypt’s roadmap to shut down 3G technology by end of 2026 has been delayed. The NRA (‘NTRA’) will define an industry 3G shutdown roadmap in line with Vodafone Egypt’s own roadmap. This is still under negotiation.
Furthermore, Vodafone Egypt has been working with the NTRA and security agencies since 2023 on providing the Wi-Fi Calling service, which helps in offering higher voice quality in poor indoor coverage areas routing voice calls through a Wi-Fi network rather than a cellular network. This service was launched on 20 January 2025.
In Egypt, a licence is required for the establishment and operation of data centres and the provision of data centres and cloud computing services in Egypt. Where granted, the duration of this licence is fifteen years. In 2023, the NTRA offered the cloud licence. Vodafone’s cloud hosting services, as long as cloud service providers outside the Egyptian borders are allowed to offer their services in the Egyptian market without abiding by all the regulations applied within the Egyptian borders. This includes licence fees, NTRA revenue share (5%), and other taxes.
In Türkiye, VFTR avoided regulatory settlement process and increased domestic SMS Interconnection fees from 0.012 TL/per SMS to 0.026 TL/per SMS for the year 2025. With the increase, financial impact is calculated as 540 mTL for 2025.
Pricing practices
Due to the hyperinflationary environment and the devaluation of the Egyptian pound, Vodafone Egypt initiated talks with the NTRA on pricing schemes to mitigate the inflation rates affecting all prices in the market. The discussions started in July 2024, and Vodafone Egypt was permitted to increase prices by 30% across all price points, without changes to the minute rate and charging card values since last December.
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Mobile termination rates (‘MTRs’) 1
| Country by Region | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||
| Europe | ||||||||||||||||||||
| Germany (Eurocents) | 0.78 | 0.55 | 0.40 | 0.20 | 0.20 | |||||||||||||||
| UK (Great British Pound pence) | 0.47 | 0.38 | 0.39 | 0.44 | 0.20 | |||||||||||||||
| Ireland (Eurocents) | 0.43 | 0.43 | 0.40 | 0.20 | 0.47 | |||||||||||||||
| Portugal (Eurocents) | 0.36 | 0.36 | 0.36 | 0.20 | 0.20 | |||||||||||||||
| Romania (Eurocents) | 0.76 | 0.55 | 0.40 | 0.20 | 0.20 | |||||||||||||||
| Greece (Eurocents) | 0.62 | 0.55 | 0.40 | 0.20 | 0.20 | |||||||||||||||
| Czech Republic (Czech Koruna) | 0.25 | 0.14 | 0.10 | 0.05 | 0.05 | |||||||||||||||
| Albania (Albanian Lek) | 1.11 | 1.11 | 1.11 | 1.11 | 1.02 | |||||||||||||||
| Africa | ||||||||||||||||||||
| Vodacom: South Africa (South African Rand) | 0.09 | 0.09 | 0.09 | 0.09 | 0.07 | |||||||||||||||
| Vodacom: Democratic Republic of Congo (U.S. Dollar cents) | 2.00 | 2.00 | 2.00 | 2.00 | 2.00 | |||||||||||||||
| Lesotho (Lesotho Loti) | 0.09 | 0.09 | 0.09 | 0.09 | 0.09 | |||||||||||||||
| Mozambique (Mozambican Metical) | 0.31 | 0.25 | 0.18 | 0.12 | 0.12 | |||||||||||||||
| Tanzania (Tanzanian Shillings) | 2.60 | 2.00 | 1.86 | 1.78 | 1.69 | |||||||||||||||
| Türkiye (Turkish Lira) | 0.03 | 0.02 | 0.02 | 0.02 | 0.02 | |||||||||||||||
| Egypt (Egyptian Piastres) | 11.00 | 11.00 | 11.00 | 11.00 | 11.00 | |||||||||||||||
| Ethiopia (Ethiopian Birr) | – | – | – | 0.23 | 0.22 | |||||||||||||||
| Kenya (Kenya Shilling) | 0.99 | 0.99 | 0.58 | 0.41 | 0.41 | |||||||||||||||
Note:
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Overview of spectrum licences at 31 March 2025
| 700MHz | 800Mhz | 900Mhz | 1400/1500Mhz | 1800MHz | 2.1GHz | 2.3GHz | 2.6GHz | 3.5GHz | ||||||||||||||||||||||||||||
|
Quantity 1 (Expiry Date) |
Quantity 1 (Expiry Date) |
Quantity 1 (Expiry Date) |
Quantity 1 (Expiry Date) |
Quantity 1 (Expiry Date) |
Quantity 1 (Expiry Date) |
Quantity 1 (Expiry Date) |
Quantity 1 (Expiry Date) |
Quantity 1 (Expiry Date) |
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| Germany | 2x10 (2033) | 2x10 (2030) | 2x10(2033) | 20 (2033) | 2x25 (2033) | 2x152 (2040) | n/a | 2x20+25 (2030) | 90 (2040) | |||||||||||||||||||||||||||
| 2x5 2,3 (2025) | ||||||||||||||||||||||||||||||||||||
| Italy 16 | 2x10 (2037) | 2x10(2029) | 2x10 (2029) | 20 (2029) | 2x15 (2029) | 2x15 (2029) | n/a | 2x15 (2029) | 80 (2037) | |||||||||||||||||||||||||||
| 2x5 3 (2029) | ||||||||||||||||||||||||||||||||||||
| UK 4 | n/a | 2x10 (2033) | 2x17.4 | 20 | 2x5.8 | 2x14.8 | n/a | 2x20+25 (2033) | 50 (2038) | |||||||||||||||||||||||||||
| 40 (2041 )3,5 | ||||||||||||||||||||||||||||||||||||
| Ireland | 2X10 (2042) | 2x10 (2030) | 2x10 (2030) | n/a | 2x25 (2030) | 2X20 (2042) | n/a | 2x35 + 30 (2042) | 105 6 (2032) | |||||||||||||||||||||||||||
| Portugal | 2X10 (2041) | 2x10 (2027) | 2x5 (2033) | n/a | 2x6 (2033) | 2x20 (2033) | n/a | 2x20+25 (2027) | 90 MHz (2041) | |||||||||||||||||||||||||||
| 2x5 3 (2027) | 2x14 3 (2027) | |||||||||||||||||||||||||||||||||||
| Romania | 2X5 MHz (2047) | 2x10 (2029) | 2x10 (2029) | n/a | 2x30 (2029) | 2x15 (2031) | n/a | n/a | 40 (2025) | |||||||||||||||||||||||||||
| 100 (2047) 3,7 | ||||||||||||||||||||||||||||||||||||
| Greece 16 | 2x10 (2036) | 2x10 (2030) | 2x15 (2027) | n/a | 2x10 (2026) | 2x20 (2036) | n/a | 2x20+20 (2030) | 140 (2036) | |||||||||||||||||||||||||||
| 2x15 3 (2035) | ||||||||||||||||||||||||||||||||||||
| Czech Republic | 2x10 (2036) | 2x10 (2029) | 2x10 (2029) | n/a | 2x27 (2029) | 2x20 (2041) 8 | n/a | 2x20 (2029) | 100 (2032) 9 | |||||||||||||||||||||||||||
| Albania 10 | n/a | 2x10 (2034) | 2x8 (2031) | n/a | 2x7.2 (2034) | 2x5 (2026) | n/a | 2x20+20 (2030) | 120 (2039) | |||||||||||||||||||||||||||
| 2x1.8 3 (2030) | 2x14.4 3 (2030) | 2x15+5 3 (2025) | 2x20 3 (2031) | |||||||||||||||||||||||||||||||||
| 2x4 3 (2024) | 2x9 3 (2031) | 2x5 3 (2029) | ||||||||||||||||||||||||||||||||||
| 2x9 3 (2024) | 2x5 3 (2031) | |||||||||||||||||||||||||||||||||||
| South Africa 11 | 2x10 (2042) | n/a | 2x11 12 (2029) | n/a | 2x12 | 2x15 12 | n/a | 80 (2042) | 10 (2042) | |||||||||||||||||||||||||||
| Democratic Republic of Congo | 2x10 (2038) | 2x10 (2038) | 2x6 (2038) | n/a | 2x17.8 (2038) | 2x10+15 (2032) | n/a | 30 (2038) | 2x15+30 (2026) | |||||||||||||||||||||||||||
| Lesotho | n/a | 2x20 13 | 2x22.2 13 | n/a | 2x30.2 13 | 2x20 13 | n/a | n/a | 100 13 (2036) | |||||||||||||||||||||||||||
| Mozambique | n/a | 2x10 (2039) | 2x7.8 (2039) | n/a | 2x20 14 (2039) | 2x15+5 14 (2039) | n/a | n/a | 60 14 (2024) | |||||||||||||||||||||||||||
| 2x5 3,14 (2027) | ||||||||||||||||||||||||||||||||||||
| Tanzania | 2x20 (2033) | n/a | 2x12.5 (2033) | n/a | 2x10 (2033) | 2x15 (2033) | 70 (2037) | 25 (2037) | 40 (2031) | |||||||||||||||||||||||||||
| Türkiye | n/a | 2x10 (2029) | 2x11 (2029) 15 | n/a | 2x10 (2029) | 2x15+5 (2029) | n/a | 2x15+10 (2029) | n/a | |||||||||||||||||||||||||||
| 2x1.4 3 (2029) | ||||||||||||||||||||||||||||||||||||
| Egypt | n/a | n/a | 2x12.5 (2031) | n/a | 2x10 (2031) | 2x20 (2031) | n/a | 40 (2031) | n/a | |||||||||||||||||||||||||||
Notes:
| 1. |
All: Single (or unpaired) blocks of spectrum are used for asymmetric data (non-voice) use; block quantity has been rounded to the nearest whole number. |
| 2. |
Germany: The allocation of 2.1GHz will change to the following: At present we have 2x15 MHz (2040) and 2x5 (2025); in January 2026, it will have 2x20 MHz (2040). |
| 3. |
Multiple: Blocks within the same spectrum band but with different licence expiry dates are separately identified. |
| 4. |
UK: All UK spectrum licences are perpetual so any dates given are the ones from which licence fees become payable, and where no date is given this means that licence fees already apply. |
| 5. |
UK: Currently in the transition period of the 3.4–3.8 GHz defragmentation deal with VMO2. Once the transition is completed in 2025, Vodafone will have 90 MHz with an expiry date of 2038. |
| 6. |
Ireland: 105MHz in cities, 85MHz in regions. |
| 7. |
Romania: 100 MHz 3.5 GHz licence to start upon expiry of the original 40 MHz licence. |
| 8. |
Czech Republic: Early extension to the 2.1 GHz licence achieved in 2022, extending the term of the original licence from 2025 to 2041. |
| 9. |
Czech Republic: Includes 40 MHz acquired from PODA, with same licence duration as the other 60 MHz. |
| 10. |
Albania: As part of the merger remedies from the ONE-ALBtelecom merger, Vodafone acquired the following spectrum from the merged entity effective 1 May 2023: 2X4.5 MHz of 1800 MHz expiring June 2024; 2X7.2 MHz of 1800 MHz expiring March 2034; 2X5 MHz of 2.1 GHz expiring June 2026; and 2X20 MHz of 2.6 GHz expiring May 2031. |
| 11. |
South Africa: Under South Africa’s licensing regime, Vodacom has been assigned a network and service operating licence. This operating licence permits Vodacom to be assigned spectrum licences which are valid for the duration of the operating licence, subject to annual renewal through the payment of annual spectrum usage regulatory fees. Vodacom’s operating licence will expire in 2029. |
| 12. |
South Africa: South African Regulator has indicated that it has approved Vodacom’s 2100MHz licence amendment which effectively returns the 2100TDD spectrum. |
| 13. |
Lesotho: Vodacom’s Lesotho spectrum licences are attached to a unified services licence and renewed annually. |
| 14. |
Mozambique: 3.5GHz spectrum for 5G trial which was extended to 2024. 2x5 of 2.1GHz and 2x5 of 1800MHz have been acquired, expiring in 2039. A further 2x2MHz of 900MHz was also acquired, expiring in line with the overall unified licence. |
| 15. |
Türkiye: Extension of 2X11 MHz licence up to April 30, 2029 was completed on 18 April 2023. Licence extension Protocol is subject to Council of State’s opinion, which is pending. |
| 16. |
Multiple: We currently hold mmWave 26 GHz licences in Italy, Spain and Greece. |
| 236 |
Vodafone Group Plc Annual Report on Form 20-F 2025
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Governance
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Financials
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Other information
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|||||
Form 20-F cross reference guide
| Unaudited information |
This 20-F cross reference guide is provided to signpost the relevant sections in the Annual Report on Form 20-F 2025 (‘2025 20-F’) to the Securities and Exchange Commission (‘SEC’) disclosure requirements for foreign private issuers. No other information in this document is included in the 2025 20-F or incorporated by reference into any filings by us under the Securities Act. Please see ‘Documents on
display’ on page 226 for information on how to access the 2025 20-F as filed with the SEC. The 2025 20-F has not been approved or disapproved by the SEC nor has the SEC passed judgement upon the adequacy or accuracy of the 2025 20-F.
| Item |
Form 20-F caption |
Location in this document |
Page | |||
| 1 |
Identity of Directors, senior management and advisers |
Not applicable |
– | |||
| 2 |
Offer statistics and expected timetable |
Not applicable |
– | |||
| 3 |
Key information |
|||||
|
3B Capitalisation and indebtedness |
Not applicable |
– | ||||
|
3C Reasons for the offer and use of proceeds |
Not applicable |
– | ||||
|
3D Risk factors |
Principal risks and uncertainties |
55 to 58 | ||||
| 4 |
Information on the Company |
|||||
|
4A History and development of the Company |
History and development |
229 | ||||
|
Contact details |
Back cover | |||||
|
Shareholder information: Contact details for Equiniti and EQ Shareholder Services |
223 | |||||
|
Shareholder information: Articles of Association and applicable English law |
224 | |||||
|
Note 1 ‘Basis of preparation’ |
131 to 137 | |||||
|
Note 2 ‘Revenue disaggregation and segmental analysis’ |
138 to 140 | |||||
|
Note 7 ‘Discontinued operations and assets held for sale’ |
151 to 152 | |||||
|
Note 11 ‘Property, plant and equipment’ |
156 to 157 | |||||
|
Note 27 ‘Acquisitions and disposals’ |
186 to 187 | |||||
|
Note 28 ‘Commitments’ |
188 | |||||
|
Documents on display |
226 | |||||
|
4B Business overview |
About Vodafone |
2 | ||||
|
Business model |
3 | |||||
|
At Vodafone our purpose is to connect everyone |
4 | |||||
|
Operating in a rapidly changing industry |
5 | |||||
|
Key performance indicators |
6 to 7 | |||||
|
Chair’s message |
8 | |||||
|
Chief Executive’s statement and strategic roadmap |
9 | |||||
|
Mega trends |
10 | |||||
|
Our financial performance |
19 to 29 | |||||
|
Purpose, sustainability and responsible business |
30 to 54 | |||||
|
Note 2 ‘Revenue disaggregation and segmental analysis’ |
138 to 140 | |||||
|
Regulation |
229 to 235 | |||||
|
4C Organisational structure |
Note 31 ‘Related undertakings’ |
193 to 204 | ||||
|
Note 12 ‘Associates and joint arrangements’ |
158 to 162 | |||||
|
Note 13 ‘Other investments’ |
163 | |||||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc Annual Report on Form 20-F 2025
|
237 | |||||
| Form 20-F cross reference guide continued | ||||||||||
| Unaudited information |
| Item |
Form 20-F caption |
Location in this document |
Page | |||
|
4D Property, plant and equipment |
Note 11 ‘Property, plant and equipment’ |
156 to 157 | ||||
| 4A |
Unresolved staff comments |
None |
– | |||
| 5 |
Operating and financial review and prospects |
|||||
|
5A Operating results |
Our financial performance |
19 to 29 | ||||
|
Cyber security |
48 to 52 | |||||
|
Note 21 ‘Borrowings’ |
171 | |||||
|
Regulation |
229 to 235 | |||||
|
5B Liquidity and capital resources |
Our financial performance: Cash flow, capital allocation and funding |
26 to 28 | ||||
|
Long-term viability statement |
59 | |||||
|
Directors’ statement of responsibility: Going concern |
117 | |||||
|
Note 19 ‘Cash and cash equivalents’ |
168 | |||||
|
Note 21 ‘Borrowings’ |
171 | |||||
|
Note 22 ‘Capital and financial risk management’ |
172 to 179 | |||||
|
Note 28 ‘Commitments’ |
188 | |||||
|
5C Research and development, patents and licences etc. |
Note 10 ‘Intangible assets’ |
154 to 156 | ||||
|
Regulation: Overview of spectrum licences |
235 | |||||
|
5D Trend information |
Operating in a rapidly changing industry |
5 | ||||
|
Key performance indicators |
6 to 7 | |||||
|
Long-term viability statement |
59 | |||||
|
5E Critical accounting estimates |
Note 1 ‘Basis of preparation’ |
131 to 137 | ||||
| 6 |
Directors, senior management and employees |
|||||
|
6A Directors and senior management |
Our governance structure |
70 to 71 | ||||
|
Division of responsibilities |
72 | |||||
|
Our Board |
73 to 76 | |||||
|
Our Executive Committee |
77 | |||||
|
6B Compensation |
Annual Report on Remuneration: 2025 Remuneration |
96 to 106 | ||||
|
Remuneration Policy |
107 to 112 | |||||
|
Note 23 ‘Directors and key management compensation’ |
180 | |||||
|
6C Board practices |
Our Board |
73 to 76 | ||||
|
Our governance structure |
70 to 71 | |||||
|
Division of responsibilities |
72 | |||||
|
Board activities and key areas of focus during the year |
79 to 81 | |||||
|
Nominations and Governance Committee |
83 to 85 | |||||
|
Audit and Risk Committee |
86 to 91 | |||||
|
Technology Committee |
92 | |||||
|
ESG Committee |
93 | |||||
|
Remuneration Committee |
94 to 95 | |||||
|
Remuneration policy |
107 to 112 | |||||
|
Shareholder information: Articles of Association and applicable English law |
224 | |||||
| 238 |
Vodafone Group Plc Annual Report on Form 20-F 2025
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Strategic report
|
Governance
|
Financials
|
Other information
|
|||||
| Form 20-F cross reference guide continued | ||||||||||
| Unaudited information |
| Item |
Form 20-F caption |
Location in this document |
Page | |||
|
6D Employees |
Our people strategy |
14 to 18 | ||||
|
Note 24 ‘Employees’ |
180 | |||||
|
6E Share ownership |
Annual Report on Remuneration: 2025 Remuneration |
96 to 106 | ||||
|
Remuneration Policy |
107 to 112 | |||||
|
All-employee share plans |
99 | |||||
|
Note 26 ‘Share-based payments’ |
185 | |||||
|
6F Disclosure of a registrant’s action to recover erroneously awarded compensation |
Not applicable |
– | ||||
| 7 |
Major shareholders and related party transactions |
|||||
|
7A Major shareholders |
Shareholder information: Major shareholders |
224 | ||||
|
7B Related party transactions |
Annual Report on Remuneration: 2025 Remuneration |
96 to 106 | ||||
|
Note 13 ‘Other investments’ |
163 | |||||
|
Note 23 ‘Directors and key management compensation’ |
180 | |||||
|
Note 29 ‘Contingent liabilities and legal proceedings’ |
188 to 192 | |||||
|
Note 30 ‘Related party transactions’ |
192 | |||||
|
7C Interests of experts and counsel |
Not applicable |
– | ||||
| 8 |
Financial information |
|||||
|
8A Consolidated statements and other financial information |
Consolidated financial statements |
127 to 205 | ||||
|
Report of independent registered public accounting firm |
119 to 122 | |||||
|
Note 29 ‘Contingent liabilities and legal proceedings’ |
188 to 192 | |||||
|
Dividend rights |
225 | |||||
|
8B Significant changes |
Not applicable |
– | ||||
| 9 |
The offer and listing |
|||||
|
9A Offer and listing details |
Shareholder information |
223 to 228 | ||||
|
9B Plan of distribution |
Not applicable |
– | ||||
|
9C Markets |
Shareholder information: Rights attaching to the Company’s shares |
225 | ||||
|
9D Selling shareholders |
Not applicable |
– | ||||
|
9E Dilution |
Not applicable |
– | ||||
|
9F Expenses of the issue |
Not applicable |
– | ||||
| 10 |
Additional information |
|||||
|
10A Share capital |
Note 17 ‘Called up share capital’ |
167 | ||||
|
10B Memorandum and Articles of Association |
Shareholder information |
223 to 228 | ||||
|
Description of securities registered |
– | |||||
|
10C Material contracts |
Shareholder information: Material contracts |
226 | ||||
|
10D Exchange controls |
Shareholder information: Exchange controls |
226 | ||||
|
10E Taxation |
Shareholder information: Taxation |
226 to 228 | ||||
|
10F Dividends and paying agents |
Note 9 ‘Equity dividends’ |
153 | ||||
|
Shareholder information |
223 to 228 | |||||
|
10G Statements by experts |
Not applicable |
– | ||||
|
10H Documents on display |
Shareholder information: Documents on display |
226 | ||||
|
10I Subsidiary information |
Note 31 ’Related undertakings’ |
193 to 204 | ||||
|
Strategic report
|
Governance
|
Financials
|
Other information
|
Vodafone Group Plc Annual Report on Form 20-F 2025
|
239 | |||||
| Form 20-F cross reference guide continued | ||||||||||
| Unaudited information |
| Item |
Form 20-F caption |
Location in this document |
Page | |||
|
10J Annual Report to security holders |
Not applicable |
– | ||||
| 11 |
Quantitative and qualitative disclosures about market risk |
Note 22 ‘Capital and financial risk management’ |
172 to 179 | |||
| 12 |
Description of securities other than equity securities |
Shareholder information |
223 to 228 | |||
|
12A Debt securities |
Not applicable |
– | ||||
|
12B Warrants and rights |
Not applicable |
– | ||||
|
12C Other securities |
Not applicable |
– | ||||
|
12D American depositary shares |
Fees payable by ADR holders |
Exhibit 99.1 | ||||
| 13 |
Defaults, dividend arrearages and delinquencies |
Not applicable |
– | |||
| 14 |
Material modifications to the rights of security holders and use of proceeds |
Not applicable |
– | |||
| 15 |
Controls and procedures |
Governance |
67 to 115 | |||
|
Directors’ statement of responsibility: Controls over financial reporting |
118 | |||||
|
Report of independent registered public accounting firm |
119 to 122 | |||||
| 16 |
Reserved |
|||||
|
16A Audit Committee financial expert |
Board Committees |
83 to 95 | ||||
|
16B Code of ethics |
Our US listing requirements |
113 | ||||
|
16C Principal accountant fees and services |
Note 3 ‘Operating (loss)/profit’ |
141 | ||||
|
Board Committees: Audit and Risk Committee: External audit |
91 | |||||
|
16D Exemptions from the listing standards for audit committees |
Not applicable |
– | ||||
|
16E Purchase of equity securities by the issuer and affiliated purchasers |
Share buybacks |
28 | ||||
|
16F Change in registrant’s certifying accountant |
Not applicable |
– | ||||
|
16G Corporate governance |
Our US listing requirements |
113 | ||||
|
16H Mine safety disclosure |
Not applicable |
– | ||||
|
16I Disclosure regarding foreign jurisdictions that prevent inspections |
Not applicable |
– | ||||
|
16J Insider trading policies |
Index to Exhibits |
– | ||||
|
Our US listing requirments |
113 | |||||
|
16K (b) Cybersecurity |
Cyber security: Strategy |
48 | ||||
|
Cyber security: Risk management |
49 | |||||
|
Cyber security: Governance |
51 | |||||
|
Cyber security: Threats and incidents |
52 | |||||
|
16K (c) Cybersecurity |
Cyber security: Operating model |
50 | ||||
| 17 |
Financial statements |
Consolidated financial statements |
127 to 205 | |||
| 18 |
Financial statements |
Consolidated financial statements |
127 to 205 | |||
|
Report of independent registered public accounting firm |
119 to 122 | |||||
| 19 |
Exhibits |
Index to Exhibits |
– | |||
| 240 |
Vodafone Group Plc Annual Report on Form 20-F 2025
|
Strategic report
|
Governance
|
Financials
|
Other information
|
|||||
Forward-looking statements
| Unaudited information |
This document contains ‘forward-looking statements’ within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to the Group’s financial condition, results of operations and businesses, and certain of the Group’s plans and objectives. In particular, such forward looking statements include, but are not limited to, statements with respect to:
| – |
The Group’s portfolio transformation plan; |
| – |
Expectations regarding the Group’s financial condition or results of operations and the guidance for Adjusted EBITDAaL and Adjusted free cash flow for the financial year ending 31 March 2026; |
| – |
The mobile network sharing agreement with Virgin Media O2; |
| – |
The announced potential acquisition of Telekom Romania; |
| – |
Changes to German TV laws and the migration of users to individual TV customer contracts; |
| – |
Expectations for the Group’s future performance generally; |
| – |
The Group’s share buyback programme; |
| – |
Expectations regarding the operating environment and market conditions and trends, including customer usage, competitive position and macroeconomic pressures, price trends and opportunities in specific geographic markets; |
| – |
Intentions and expectations regarding the development, launch and expansion of products, services and technologies, either introduced by Vodafone or by Vodafone in conjunction with third parties or by third parties independently; |
| – |
Expectations regarding the integration or performance of current and future investments, associates, joint ventures, non-controlled interests and newly acquired businesses; |
| – |
The impact of regulatory and legal proceedings involving the Group and of scheduled or potential regulatory changes; |
| – |
Certain of the Group’s plans and objectives, including the Group’s strategy. |
Forward-looking statements are sometimes but not always identified by their use of a date in the future or such words as ‘will’, ‘may’, ‘expects’, ‘believes’, ‘continue’, ‘plans’, ‘further’, ‘ongoing’, ‘progress’, ‘targets’, or ‘could’. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to the following:
| – |
General economic and political conditions in the jurisdictions in which the Group operates and changes to the associated legal, regulatory and tax environments; |
| – |
Increased competition; |
| – |
Levels of investment in network capacity and the Group’s ability to deploy new technologies, products and services, including artificial intelligence; |
| – |
The Group’s ability to optimise its portfolio in line with its business transformation plan; |
| – |
Evolving cyber threats to the Group’s services and confidential data; |
| – |
Rapid changes to existing products and services and the inability of new products and services to perform in accordance with expectations; |
| – |
The ability of the Group to integrate new technologies, products and services with existing networks, technologies, products and services; |
| – |
The Group’s ability to generate and grow revenue; |
| – |
Slower than expected impact of new or existing products, services or technologies on the Group’s future revenue, cost structure and capital expenditure outlays; |
| – |
Slower than expected customer growth, reduced customer retention, reductions or changes in customer spending and increased pricing pressure; |
| – |
The Group’s ability to extend and expand its spectrum resources, to support ongoing growth in customer demand for mobile data services; |
| – |
The Group’s ability to secure the timely delivery of high-quality products from suppliers; |
| – |
Loss of suppliers, disruption of supply chains, shortages and greater than anticipated prices of new mobile handsets; |
| – |
Changes in the costs to the Group of, or the rates the Group may charge for, terminations and roaming minutes; |
| – |
The impact of a failure or significant interruption to the Group’s telecommunications, data centres, networks, IT systems or data protection systems; |
| – |
The Group’s ability to realise expected benefits from acquisitions, partnerships, joint ventures, associates, franchises, brand licences, platform sharing or other arrangements with third parties, including the combination of Vodafone’s UK business with Three UK, the mobile network sharing agreement with Virgin Media O2 and the Group’s strategic partnerships with Microsoft and Google; |
| – |
Acquisitions and divestments of Group businesses and assets and the pursuit of new, unexpected strategic opportunities; |
| – |
The Group’s ability to integrate acquired business or assets; |
| – |
The extent of any future write-downs or impairment charges on the Group’s assets, or restructuring charges incurred as a result of an acquisition or disposal; |
| – |
Developments in the Group’s financial condition, earnings and distributable funds and other factors that the Board takes into account in determining the level of dividends; |
| – |
The Group’s ability to satisfy working capital requirements; changes in foreign exchange rates; |
| – |
Changes in the regulatory framework in which the Group operates; |
| – |
The impact of legal or other proceedings against the Group or other companies in the communications industry; and |
| – |
Changes in statutory tax rates and profit mix. |
A review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-
looking statements can be found in the summary of our principal risks on pages 55 to 58 of this document. All subsequent written or oral forward-looking statements attributable to Vodafone or any member of the Vodafone Group or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Subject to compliance with applicable law and regulations, Vodafone does not intend to update these forward-looking statements and does not undertake any obligation to do so.
References in this document to information on websites, including other supporting disclosures located thereon such as videos, our ESG Addendum, our Climate Transition Plan and/or social media sites are included as an aid to their location and such information is not incorporated in, and does not form part of the 2025 Annual Report on Form 20-F.
Ernst & Young LLP has neither examined, compiled, nor performed any procedures with respect to the forward-looking statements. Accordingly, Ernst & Young LLP does not express an opinion or provide any other form of assurance on such information.
|
Strategic report
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Governance
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Financials
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Other information
|
Vodafone Group Plc Annual Report on Form 20-F 2025
|
241 | |||||
Definition of terms
| Unaudited information |
The definitions of non-GAAP measures are included in the ‘Non-GAAP measures’ section on
pages 213 to 222 .
|
|
||
| 3G | A cellular technology based on wideband code division multiple access delivering voice and faster data services. | |
|
|
||
| 4G | 4G or long-term evolution (‘LTE’) technology offers faster data transfer speeds than 3G. | |
|
|
||
| 5G | 5G is the fifth-generation wireless broadband technology which provides better speeds and coverage than 4G. | |
|
|
||
| Adjusted EBITDAaL | Adjusted EBITDAaL is our segment performance measure in accordance with IFRS 8 (Operating Segments). Adjusted EBITDAaL is operating profit after depreciation on lease-related right of use assets and interest on lease liabilities but excluding depreciation, amortisation and gains/losses on disposal of owned assets and excluding share of results of equity accounted associates and joint ventures, impairment losses/reversals, restructuring costs arising from discrete restructuring plans, other income and expense and significant items that are not considered by management to be reflective of the underlying performance of the reporting segment. | |
|
|
||
| ADR | American depositary receipts is a mechanism designed to facilitate trading in shares of non-US companies on the US stock markets. The main purpose is to create an instrument which can easily be settled through US stock market clearing systems. | |
|
|
||
| ADS | American depositary shares are shares evidenced by American depositary receipts. ADSs are issued by a depositary bank and represent one or more shares of a non-US issuer held by the depositary bank. The main purpose of ADSs is to facilitate trading in shares of non-US companies in the US markets and, accordingly, ADRs which evidence ADSs are in a form suitable for holding in US clearing systems. | |
|
|
||
| Africa | Comprises the Vodacom Group. | |
|
|
||
| AGM | Annual General Meeting. | |
|
|
||
| Applications (‘apps’) | Apps are software applications usually designed to run on a smartphone or tablet device and provide a convenient means for the user to perform certain tasks. They cover a wide range of activities including banking, ticket purchasing, travel arrangements, social networking and games. For example, the MyVodafone app lets customers check their bill totals on their smartphone and see the minutes, texts and data allowance remaining. | |
|
|
||
| ARPU | Average revenue per user, defined as customer revenue and incoming revenue divided by average customers. | |
|
|
||
| B2C | Business-to-Consumer refers to the process of selling products and services directly between a business and consumers who are the end-users. | |
|
|
||
| Capital additions | Comprises the purchase of property, plant and equipment and intangible assets, other than licence and spectrum payments and integration capital expenditure. | |
|
|
||
| Churn | Total gross customer disconnections in the period divided by the average total customers in the period. | |
|
|
||
|
|
||
| Cloud services | This means the customer has little or no equipment, data and software at their premises. The capability associated with the service is run from the Vodafone network and data centres instead. This removes the need for customers to make capital investments and instead they have an operating cost model with a recurring monthly fee. | |
|
|
||
| CO 2 e | CO 2 e, or Carbon dioxide equivalent, is a term for describing different greenhouse gases in a common unit. For any quantity and type of greenhouse gas, CO 2 e signifies the amount of CO 2 which would have the equivalent global warming impact. | |
|
|
||
| Common Functions | Comprises central teams and business functions. | |
|
|
||
| Converged customer | A customer who receives fixed and mobile services (also known as unified communications) on a single bill or who receives a discount across both bills. | |
|
|
||
| Depreciation and amortisation | The accounting charge that allocates the cost of tangible or intangible assets, whether owned or leased, to the income statement over its useful life. The measure includes the profit or loss on disposal of property, plant and equipment, software and leased assets. | |
|
|
||
| Eliminations | Refers to the removal of intercompany transactions to derive the consolidated financial statements. | |
|
|
||
| Europe | Comprises the Group’s European businesses and the UK. | |
|
|
||
| FCA | Financial Conduct Authority. | |
|
|
||
| Financial services revenue | Financial services revenue includes fees generated from the provision of advanced airtime, overdraft, financing and lending facilities, as well as merchant payments and the sale of insurance products (e.g. device insurance, life insurance and funeral cover). | |
|
|
||
| Fixed service revenue | Service revenue (see overleaf) relating to the provision of fixed line and carrier services. | |
|
|
||
| Fibre to the cabinet (‘FTTC’) | Involves running fibre optic cables from the telephone exchange or distribution point to the street cabinets which then connect to a standard phone line to provide broadband. | |
|
|
||
| Fibre to the home (‘FTTH’) | Provides an end-to-end fibre optic connection the full distance from the exchange to the customer’s premises. | |
|
|
||
| GAAP | Generally Accepted Accounting Principles. | |
|
|
||
| GSMA | Global System for Mobile Communications Association. | |
|
|
||
| ICT | Information and Communications Technology. | |
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| IFRS | International Financial Reporting Standards. | |
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| Incoming revenue | Comprises revenue from termination rates for voice and messaging to Vodafone customers. | |
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| Integration capital additions | Capital additions incurred in relation to significant changes in the operating model, such as the integration of recently acquired subsidiaries. | |
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| Internet of Things (‘IoT’) | The network of physical objects embedded with electronics, software, sensors, and network connectivity, including built-in mobile SIM cards, that enables these objects to collect data and exchange communications with one another or a database. | |
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| LTM | Last twelve months. | |
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| Mark-to-market | Mark-to-market or fair value accounting refers to accounting for the value of an asset or liability based on the current market price of the asset or liability. | |
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| Definition of terms continued | ||||||||||
| Unaudited informationss |
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| Mbps | Megabits (millions) of bits per second. | |
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| MDU | Multi-Dwelling Unit. | |
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| Mobile broadband | Mobile broadband allows internet access through a browser or a native application using any portable or mobile device such as smartphone, tablet or laptop connected to a cellular network. | |
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| Mobile service revenue | Service revenue (see below) relating to the provision of mobile services. | |
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| Mobile termination rate (‘MTR’) | A per minute charge paid by a telecommunications network operator when a customer makes a call to another mobile or fixed network operator. | |
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| Mobile virtual network operator (‘MVNO’) | Companies that provide mobile phone services under wholesale contracts with a mobile network operator, but do not have their own licence or spectrum or the infrastructure required to operate a network. | |
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| MSME | Micro, Small and Medium sized Enterprises. | |
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| Next-generation networks (‘NGN’) | Fibre or cable networks typically providing high-speed broadband. | |
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| Net Promoter Score (‘NPS’) | Net Promoter Score is a customer loyalty metric used to monitor customer satisfaction. | |
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| Operating expenses | Comprise primarily sales and distribution costs, network and IT-related expenditure and business support costs. | |
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| Other Europe | Other Europe comprises Portugal, Ireland, Greece, Romania, Czech Republic and Albania. | |
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| Other revenue | Other revenue principally includes equipment revenue, interest income, income from partner market arrangements and lease revenue, including in respect of the lease out of passive tower infrastructure. | |
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| Partner markets | Markets in which the Group has entered into a partner agreement with a local mobile operator enabling a range of Vodafone’s global products and services to be marketed in that operator’s territory and extending Vodafone’s reach into such markets. | |
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| Penetration | Number of SIMs in a country as a percentage of the country’s population. Penetration can be in excess of 100% due to customers owning more than one SIM. | |
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| Petabyte | A petabyte is a measure of data usage. One petabyte is a million gigabytes. | |
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| Pps | Percentage points. | |
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| RAN | Radio access network is the part of a mobile telecommunications system which provides cellular coverage to mobile phones via a radio interface, managed by thousands of base stations installed on towers and rooftops across the coverage area, and linked to the core nodes through a backhaul infrastructure which can be owned, leased or a mix of both. | |
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| Reported growth | Reported growth is based on amounts reported in euros and determined under IFRS. | |
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| Restructuring costs | Costs incurred by the Group following the implementation of discrete restructuring plans to improve overall efficiency. | |
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| Retail service revenue | Retail service revenue comprises Service revenue excluding Mobile Virtual Network Operator (‘MVNO’) and Fixed Virtual Network Operator (‘FVNO’) wholesale revenue. | |
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| Revenue | The total of Service revenue (see below) and Other revenue (see above). | |
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| Roaming | Roaming allows customers to make calls, send and receive texts and data on our and other operators’ mobile networks, usually while travelling abroad. | |
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| SD-WAN | Software-Defined Wide Area Network. | |
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| Service revenue | Service revenue is all revenue related to the provision of ongoing services to the Group’s consumer and enterprise customers, together with roaming revenue, revenue from incoming and outgoing network usage by non-Vodafone customers and interconnect charges for incoming calls. | |
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| SME | Small and Medium sized Enterprises. | |
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| SoHo | Small office / Home office. | |
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| Spectrum | The radio frequency bands and channels assigned for telecommunication services. | |
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| Task Force on Climate- related Financial Disclosures (‘TCFD’) | TCFD is a global framework for companies and other organisations to develop more effective climate-related financial disclosures through their existing reporting processes. | |
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| Vodafone Business | Vodafone Business supports organisations in a digital world. With Vodafone’s expertise in connectivity, our leading IoT platform and our global scale, we deliver the results that organisations need to progress and thrive. We support businesses of all sizes and sectors. | |
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| Vodafone Procure & Connect | Vodafone Procure & Connect unifies our leading supply chain, international voice and roaming services in a single trusted parter to multiply impact for our customers, partners and stakeholders. | |
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| VOIS | VOIS (Vodafone Intelligent Solutions) is our shared service organisation and a strategic arm of Vodafone Group Plc, creating value for customers by delivering intelligent solutions through talent, technology and transformation. | |
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| WACC | Weighted average cost of capital. | |
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Vodafone Group Plc Annual Report on Form 20-F 2025
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243 | |||||
Notes
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Notes
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Our purpose: Protecting the Planet The paper content of this publication has been certifiably reforested via PrintReleaf – the world’s first platform to measure paper consumption and automate reforestation across a global network of reforestation projects.
The cover and text are printed on Revive 100 uncoated, made entirely from de-inked post-consumer waste. This product is Forest Stewardship Council ® (‘FSC’ ® ) certified and produced using elemental chlorine free (‘ECF’) bleaching. The manufacturing mill also holds ISO 14001 accreditation for environmental management. |
Certificate of Reforestation
Printreleaf hereby certifies that Vodafone has offset the equivalent
of 285,577 standard pages of paper consumption by reforesting
34.27 standard trees at the Reforestation Project located in Ireland.
ACCOUNT ID ACT_B44719E7E15D
OFFSET ID BX_7BEB9C992B07
OFFSET DATE 2024-05-17
REFORESTATION PROJECT Ireland
STANDARD PAGES 285,577
STANDARD TREES 34.27
References to Vodafone are to Vodafone Group Plc and references to Vodafone Group are to Vodafone Group Plc and its subsidiaries unless otherwise stated. Vodafone, the Vodafone Speech Mark Devices, Vodacom and Together We Can are trade marks owned by Vodafone. The Vantage Towers Logo and the VT Monogram Logo are trade marks owned by Vantage Towers AG. Other product and company names mentioned herein may be the trade marks of their respective owners.
This report contains references to Vodafone’s website, and other supporting disclosures located thereon such as videos, our ESG Addendum and methodology document, and our cyber security factsheet, amongst others. These references are for readers’ convenience only and information included on Vodafone’s website is not incorporated in, and does not form part of, this Annual Report or our Annual Report on Form 20-F.
© Vodafone Group 2025
Designed and produced by Conran Design Group.
|
Vodafone Group Plc
Vodafone House
The Connection
Newbury Berkshire
RG14 2FN
England
Registered in England
No. 1833679
Telephone
+44 (0)1635 33251
vodafone.com
Contact details
Shareholder helpline
Telephone
+44 (0)371 384 2532
Investor Relations
ir@vodafone.co.uk
vodafone.com/investor
Media Relations
vodafone.com/media/contact
GroupMedia@vodafone.com |
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|
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Index of Exhibits to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2025
| 1.1 |
| 2.1 |
| 2.2 |
| 2.3 |
| 2.4 |
| 2.5 |
| 2.6 |
Form of American Depository Receipt (included in Exhibit 2.5). |
| 2.7 |
Description of Securities Registered under Section 12 of the Exchange Act. |
| 4.1 |
| 4.2 |
| 4.3 |
| 4.4 |
| 4.5 |
Page 2 of 6
| 4.6 |
| 4.7 |
| 4.8 |
| 4.9 |
Letter of Appointment for David Nish dated 23 September 2015. |
| 4.10 |
Letter of Appointment for Maria Amparo Moraleda Martinez dated 24 January 2017. |
| 4.11 |
| 4.12 |
Letter of Appointment of Jean-François van Boxmeer dated 21 May 2020. |
| 4.13 |
Letter of Appointment of Deborah Kerr dated 28 September 2021. |
| 4.14 |
| 4.15 |
Letter of Appointment of Delphine Ernotte Cunci dated 18 May 2022. |
| 4.16 |
| 4.17 |
Letter of Appointment of Christine Ramon dated 14 November 2022. |
| 4.18 |
| 4.19 |
| 4.20 |
Page 3 of 6
| 4.21 |
Letter of appointment of Simon Segars as Chair on Technology Committee dated 16 August 2023. |
| 4.22 |
Fee increase letter of Simon Segars for fee for Chair of the Technology Committee dated 8 May 2024. |
| 4.23 |
Letter of appointment of David Nish as Senior Independent Director dated 16 August 2023. |
| 4.24 |
Fee increase letter of David Nish for fee for Chair of the Audit & Risk Committee dated 8 May 2024. |
| 4.25 |
| 4.26 |
| 4.27 |
Letter of appointment of Simon Dingemans as Non-Executive Director dated December 2024. |
| 4.28 |
| 4.29 |
| 4.30 |
Page 4 of 6
| 4.31 |
| 4.32 |
| 4.33 |
| 4.34 |
| 4.35 |
| 8. |
Page 5 of 6
| 11. |
| 12. |
| 13. |
| 15.1 |
| 97. |
| 99.1 |
| 101.INS |
Inline XBRL Instance Document |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
* Certain identified information in this exhibit has been omitted because such identified information (i) is not material and (ii) is the type that Vodafone treats as private.
** The schedules to this exhibit have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Copies of such schedules will be furnished to the SEC upon its request; provided, however, that confidential treatment may be requested pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. Certain identified confidential portions of this exhibit have also been omitted because such identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
Page 6 of 6
Signature
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.
Vodafone Group Plc
Registrant
/s/ Maaike de Bie
Maaike de Bie
Group General Counsel and Company Secretary
Date: 3 June 2025