213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 213800TB53ELEUKM7Q61 2023-04-01 2024-03-31 213800TB53ELEUKM7Q61 2022-04-01 2023-03-31 213800TB53ELEUKM7Q61 2025-03-31 213800TB53ELEUKM7Q61 2024-03-31 213800TB53ELEUKM7Q61 2023-03-31 213800TB53ELEUKM7Q61 2022-03-31 213800TB53ELEUKM7Q61 2022-04-01 2023-03-31 ifrs-full:IssuedCapitalMember 213800TB53ELEUKM7Q61 2022-04-01 2023-03-31 ifrs-full:AdditionalPaidinCapitalMember 213800TB53ELEUKM7Q61 2022-04-01 2023-03-31 ifrs-full:TreasurySharesMember 213800TB53ELEUKM7Q61 2022-04-01 2023-03-31 ifrs-full:RetainedEarningsMember 213800TB53ELEUKM7Q61 2022-04-01 2023-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800TB53ELEUKM7Q61 2022-04-01 2023-03-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800TB53ELEUKM7Q61 2022-04-01 2023-03-31 ifrs-full:RevaluationSurplusMember 213800TB53ELEUKM7Q61 2022-04-01 2023-03-31 ifrs-full:MiscellaneousOtherReservesMember 213800TB53ELEUKM7Q61 2022-04-01 2023-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800TB53ELEUKM7Q61 2022-04-01 2023-03-31 ifrs-full:NoncontrollingInterestsMember 213800TB53ELEUKM7Q61 2023-04-01 2024-03-31 ifrs-full:IssuedCapitalMember 213800TB53ELEUKM7Q61 2023-04-01 2024-03-31 ifrs-full:AdditionalPaidinCapitalMember 213800TB53ELEUKM7Q61 2023-04-01 2024-03-31 ifrs-full:TreasurySharesMember 213800TB53ELEUKM7Q61 2023-04-01 2024-03-31 ifrs-full:RetainedEarningsMember 213800TB53ELEUKM7Q61 2023-04-01 2024-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800TB53ELEUKM7Q61 2023-04-01 2024-03-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800TB53ELEUKM7Q61 2023-04-01 2024-03-31 ifrs-full:RevaluationSurplusMember 213800TB53ELEUKM7Q61 2023-04-01 2024-03-31 ifrs-full:MiscellaneousOtherReservesMember 213800TB53ELEUKM7Q61 2023-04-01 2024-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800TB53ELEUKM7Q61 2023-04-01 2024-03-31 ifrs-full:NoncontrollingInterestsMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 ifrs-full:IssuedCapitalMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 ifrs-full:AdditionalPaidinCapitalMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 ifrs-full:TreasurySharesMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 ifrs-full:RetainedEarningsMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 ifrs-full:RevaluationSurplusMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 ifrs-full:MiscellaneousOtherReservesMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 ifrs-full:NoncontrollingInterestsMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 vod:VantageTowersAGMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 vod:VodafoneHungaryMember 213800TB53ELEUKM7Q61 2024-04-01 2025-03-31 vod:VodafoneGhanaMember 213800TB53ELEUKM7Q61 2022-03-31 ifrs-full:IssuedCapitalMember 213800TB53ELEUKM7Q61 2022-03-31 ifrs-full:AdditionalPaidinCapitalMember 213800TB53ELEUKM7Q61 2022-03-31 ifrs-full:TreasurySharesMember 213800TB53ELEUKM7Q61 2022-03-31 ifrs-full:RetainedEarningsMember 213800TB53ELEUKM7Q61 2022-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800TB53ELEUKM7Q61 2022-03-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800TB53ELEUKM7Q61 2022-03-31 ifrs-full:RevaluationSurplusMember 213800TB53ELEUKM7Q61 2022-03-31 ifrs-full:MiscellaneousOtherReservesMember 213800TB53ELEUKM7Q61 2022-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800TB53ELEUKM7Q61 2022-03-31 ifrs-full:NoncontrollingInterestsMember 213800TB53ELEUKM7Q61 2023-03-31 ifrs-full:IssuedCapitalMember 213800TB53ELEUKM7Q61 2023-03-31 ifrs-full:AdditionalPaidinCapitalMember 213800TB53ELEUKM7Q61 2023-03-31 ifrs-full:TreasurySharesMember 213800TB53ELEUKM7Q61 2023-03-31 ifrs-full:RetainedEarningsMember 213800TB53ELEUKM7Q61 2023-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800TB53ELEUKM7Q61 2023-03-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800TB53ELEUKM7Q61 2023-03-31 ifrs-full:RevaluationSurplusMember 213800TB53ELEUKM7Q61 2023-03-31 ifrs-full:MiscellaneousOtherReservesMember 213800TB53ELEUKM7Q61 2023-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800TB53ELEUKM7Q61 2023-03-31 ifrs-full:NoncontrollingInterestsMember 213800TB53ELEUKM7Q61 2024-03-31 ifrs-full:IssuedCapitalMember 213800TB53ELEUKM7Q61 2024-03-31 ifrs-full:AdditionalPaidinCapitalMember 213800TB53ELEUKM7Q61 2024-03-31 ifrs-full:TreasurySharesMember 213800TB53ELEUKM7Q61 2024-03-31 ifrs-full:RetainedEarningsMember 213800TB53ELEUKM7Q61 2024-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800TB53ELEUKM7Q61 2024-03-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800TB53ELEUKM7Q61 2024-03-31 ifrs-full:RevaluationSurplusMember 213800TB53ELEUKM7Q61 2024-03-31 ifrs-full:MiscellaneousOtherReservesMember 213800TB53ELEUKM7Q61 2024-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800TB53ELEUKM7Q61 2024-03-31 ifrs-full:NoncontrollingInterestsMember 213800TB53ELEUKM7Q61 2025-03-31 ifrs-full:IssuedCapitalMember 213800TB53ELEUKM7Q61 2025-03-31 ifrs-full:AdditionalPaidinCapitalMember 213800TB53ELEUKM7Q61 2025-03-31 ifrs-full:TreasurySharesMember 213800TB53ELEUKM7Q61 2025-03-31 ifrs-full:RetainedEarningsMember 213800TB53ELEUKM7Q61 2025-03-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800TB53ELEUKM7Q61 2025-03-31 ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember 213800TB53ELEUKM7Q61 2025-03-31 ifrs-full:RevaluationSurplusMember 213800TB53ELEUKM7Q61 2025-03-31 ifrs-full:MiscellaneousOtherReservesMember 213800TB53ELEUKM7Q61 2025-03-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800TB53ELEUKM7Q61 2025-03-31 ifrs-full:NoncontrollingInterestsMember iso4217:EUR iso4217:EUR xbrli:shares
Vodafone Group Plc
Annual Report 2025
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Welcome to our 2025 Annual Report
Helping you get the most from our 2025 reporting suite
You’ll ﬁnd the fundamentals of our business within our annual report, for greater detail
on the topics that matter to you, please refer to our cross-referencing table. We continue
to move our future reporting under the Corporate Sustainability Reporting Directive (‘CSRD’).
Our reporting suite
Vodafone
Annual Report
ESG Addendum
& Methodology
Climate
Transition Plan
Modern
Slavery
Statement
Human Rights
Pay Gap
Reporting Site
Code of
Conduct
Transparency
Report
Strategy
Financial Performance
Stakeholder Engagement
People Strategy
GHG Emissions & Net Zero
Human Rights
Modern Slavery
Privacy & Cyber Security
Climate Related Risk
Our Governance Structure
Pay Gap
Key:
Detailed information available
High level information available
Visit our corporate website and investor site to see the full
reporting suite:
investors.vodafone.com/esga-z
New shape of the Group
Following the announced sale of Vodafone Spain and Vodafone Italy as part of right-sizing our portfolio for growth, both businesses are now treated as discontinued operations,
and therefore excluded from Group results for continuing operations. Prior periods have also been restated to reﬂect the new shape of the Group.
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.
A richer, digital experience awaits online
The investor story, digitally told
Head to our investor site for more content
aligned to our performance this year.
Corporate website
vodafone.com
Video content for every topic
Choose from a wide array of investor-related
video content on our library, including: FY25
performance, technology, ESG and governance.
This document is the Group’s UK Annual Report and is not the
Group’s Annual Report on Form 20-F that will be ﬁled separately with
the US SEC. 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.
References
We have cross-referenced
relevant material
and included the
navigation icons.
Read more in the report
Click to see related content online
Click to watch related content
Scan QR code
In this report
Strategic report
1
FY25 highlights
2
About Vodafone
3
Business model
6
Key performance indicators
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
Governance
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
Financials
116
Reporting on our ﬁnancial performance
117
Directors’ statement of responsibility
119
Auditor’s report
127
Consolidated ﬁnancial statements and notes
206
Company ﬁnancial statements and notes
Other information
213
Non-GAAP measures
223 Shareholder information
229
History and development, and regulation
236
Form 20-F cross reference guide
240
Forward-looking statements
241
Deﬁnition of terms
Vodafone Group Plc
Annual Report 2025
1
Strategic report
Governance
Financials
Other information
FY25 highlights
Vodafone has changed
Over the last two years, we have made good
progress against our strategic priorities, which
are focused on Customers, Simplicity and
Growth. We have reshaped our European
footprint, reset our capital structure, improves
customer satisfaction, simpliﬁed our
operations and grown digital services.
€13.3bn
of cash proceeds from Spain,
Italy & Vantage disposals.
Our UK merger
completed on 31 May 2025
Customers
Consumer
NPS
Detractors
Revenue
market share
Germany
UK
Other Europe
South Africa
Key:
Improved
Deteriorated
Stable
Network quality
‘Very good reliability’ in all European markets.
German cable network quality recognised
in 4 independent tests.
Simplicity
Europe opex savings
1
€0.4bn
(FY23–FY25)
Productivity
(role reductions)
7.7k
(up to FY25 vs. 10k in 3-year plan)
Shared operations NPS
+81%
(May’24: 85%)
Employee engagement
3,5
+75%
(May’24: 75%)
Growth
Organic service revenue growth
2,4
+5.1%
(FY24:+6.3%)
Reported service revenue growth
+2.8%
(FY24: -1.3%)
Adjusted free cash ﬂow
2
€2.5bn
(FY24: €2.6bn)
Net cash inﬂow/(outﬂow) for the year
€4.9bn
(FY24: €(5.4)bn)
FY25 results
Our ﬁnancial performance was in line
with expectations for the year.
Highlights
€4.5c
Full year dividend per share
Read more about our ﬁnancial performance in FY25
on pages
19
to
29
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%)
Q4 FY25
Q3 FY25
Q2 FY25
Q1 FY25
5.4%
5.2%
4.2%
5.4%
Group
Adjusted EBITDAaL
2
–
On a like-for-like basis +2.5% growth in FY25
–
Revenue growth and lower energy costs,
offset by MDU impact and higher investment
in Germany, CX and Business.
Organic
Growth
+2.5%
FY25 EBITDAaL
(reported)
FY24 EBITDAaL
(reported)
€10.9bn
€11.0bn
Return on capital employed (‘ROCE’)
2
–
Pre-tax ROCE broadly unchanged year-on-year
–
Post-tax ROCE +4.4%, FY24: +4.4%
FY25
Other
markets
Underlying
Germany
FY24
MDU Impact
7.0%
7.2%
5
0.9pp
(0.3)pp
(0.8)pp
Pre-tax ROCE
Notes:
1.
Opex and productivity targets have been restated to reﬂect the
disposals of Vodafone Italy and Vodafone Spain.
2. This is a non-GAAP measures. See page
213
for more information.
3.
As at October 2024.
4.
Organic growth. See page
214
for more information.
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.
6.
Updated methodology reﬂecting average monthly capital
employed throughout the year.
2
Vodafone Group Plc
Annual Report 2025
Governance
Financials
Other information
Strategic report
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.
Consumer
Controlled operations
Non-controlled operations
Europe
1
9
countries
96m
mobile
customers
17m
ﬁxed
customers
Note:
1. Includes Türkiye
Africa
6
countries
161m
mobile
customers
51m
FinTech
users
Vodafone Business
Operating across all markets
4.7m
customers
205m
IoT connections
€144bn
addressable market
26%
of Group service revenue
Strategic
partnerships
Microsoft, Google
and Accenture
Investments
Operations
Infrastructure
Innovation
Partner
markets
40+
countries
Shared Operations
Shared
operations
Procurement &
roaming services
Network
services
Vodafone Group Plc
Annual Report 2025
3
Strategic report
Governance
Financials
Other information
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.
Strong positions in growing markets
1
Attractive markets
Germany
€57bn
(market size +1.7%)
1
Other Europe
€23bn
(market size +1.6%)
1
Africa
€17bn
(market size +10.2%)
1
UK
€50bn
(market size +2.7%)
1
Türkiye
€9bn
(market size +16.9%)
1
Solid ﬁnancial position
Leverage position
2
2.0x
(target range of 2.25–2.75x)
Share buyback
3
€2.0bn
(target of €4bn in total)
Dividend per share
4.5 eurocents
(for FY25, payable in two tranches)
Notes:
1.
Growth rates over a two-year period from 2022–2024
2.
Net debt to adjusted EBITDAaL leverage ratio
3.
As of 19 May 2025
4.
As of 31 March 2025 (incl VodafoneZiggo and Safaricom)
5.
FY24
Focus on driving operational excellence
Clear and consistent strategic priorities
To drive operational excellence across the Group.
Customers
–
Delivering the simple and
predictable experience
our customers expect
–
Getting the basics right and
refocusing our resources
towards improving
customer experience
9 of 15
markets
lead/co-lead
NPS
6%
reduction in
deep detractors
Simplicity
–
Become a simpler and
faster business
–
Simplify our operations
and executing on our
cost programmes to
improve proﬁtability
7.7k
role reductions
81%
shared
operations NPS
Growth
–
Right-sizing the portfolio
for growth
–
Signiﬁcant opportunity
to grow in:
–
Business
–
Africa
–
Vodafone Investments
5.1%
organic service
revenue growth
7.0%
pre-tax return
on capital
employment
Well positioned to take advantage of the
key mega trends shaping our industry
Read more on page
5
Creating value
Creating long-term value for our stakeholders
We are committed to delivering value and building
strong relationships with all of our stakeholders.
Our customers
4
310m
mobile customers
15m
TV customers
22m
broadband
customers
Our suppliers
8,500
number of suppliers
€6.9bn
capital additions
€21bn
spend
Our people
92,000
employees and
contractors
75%
employee
engagement index
37%
women in senior
leadership positions
Our local communities and non-governmental
organisations (‘NGOs’)
€40m
donated in contributions and in-kind services, combined
with our technology, to improve health and education,
and provide emergency response across 24 countries.
Government and regulators
5
€2.3bn
total direct
contribution
across
€8.0bn
total tax and
economic
contribution
45
markets
Our investors
–
Secure and growing dividend
–
Sustainable returns
4
Vodafone Group Plc
Annual Report 2025
Governance
Financials
Other information
Strategic report
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.
We have reshaped
our business
through our
strategic
priorities…
Our focus on
Customers, Simplicity,
and Growth, continues
to drive the strategic
shifts to:
–
Focus on the basics to
deliver the simple &
predictable experience
our customers expect
–
Rebalance the
organisation,
maximising the
growth potential
of our business
–
Become a leaner and
simpler organisation
to increase our
commercial agility and
free up resources
9 of 15
markets lead/co-lead
in Net Promoter Score
(‘NPS’) rankings
Read more about our strategy
and transformation on page
9
…aligning to key
megatrends
driving growth
opportunities…
We operate in growing
markets, where we hold
strong positions with good
local scale. There are four
megatrends that we
believe will continue
to shape our industry
and the key areas of
focus in our strategy
for the years ahead:
–
Connected devices
–
Generative artiﬁcial
intelligence (‘AI’)
–
Digital payments
–
Adoption of
cloud technology
205m
Internet of Things (IoT)
connections
Read more about megatrends
on page
5
and page
10
…achieving our
long-term
ambition…
Our strategic roadmap
aims to transform
Vodafone to be:
–
The best-in-class telco
in Europe & Africa
–
Europe’s leading
platform for Business
340m
people put their trust
in us every day
Read more about our
Business model on page
2
…which is enabled
by our people
and culture…
The Spirit of Vodafone
outlines the beliefs we
stand for and the key
behaviours that help us to
make our strategy and
purpose reality. This is
reinforced by our strong
governance and risk
management framework.
93%
of our employees completed
‘Doing What’s Right’
employee training as
of 31 March 2025
Read more around our people
and culture on pages
14
to
18
…our commitments
to sustainability…
We aim to build an
inclusive, sustainable and
trusted digital society
where all individuals and
businesses can thrive.
Maintaining trust with our
customers, employees,
suppliers and the societies
we serve is at the heart
of everything we do.
77m
customers are connected
to our ﬁnancial
inclusion services
Read more about our Purpose
on pages
30
to
52
…and driven by a
clear capital
allocation
framework…
We will continue our
disciplined investment
approach, supporting our
network, strategy and
growth levers and have
adopted a new lower
target leverage range
with built-in ﬂexibility.
2.0x
net debt to Adjusted
EBITDAaL leverage ratio
with a target range of
2.25x – 2.75x
Read more about our solid
ﬁnancial position on page
3
…delivering
shareholder
returns and
sustainable
value.
We have a sustainable
and predictable ﬁnancial
proﬁle. We re-based the
FY25 dividend to 4.5
eurocents per share
to reﬂect the reshaped
Group, with the intention
to grow over time; and
return surplus capital
to shareholders through
share buybacks.
€4bn
total share buyback
programme with proceeds
from the sales of Vodafone
Italy and Vodafone Spain
Read more about our
investment case on
investors.vodafone.com
Vodafone Group Plc
Annual Report 2025
5
Governance
Financials
Other information
Strategic report
Operating in a rapidly changing industry
Our governance
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.
Read more on pages
67
to
93
Watch our Non-Executive Directors speak about their roles
in short video interviews:
investors.vodafone.com/videos
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.
Read more on pages
55
to
60
Watch our privacy and cyber experts explain
how we protect customer data and our networks:
investors.vodafone.com/videos
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.
Mega trends
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
Read more about our partnership with Microsoft:
investors.vodafone.com/microsoft-strategic-
partnership
Watch our Vodafone Business investor brieﬁng:
investors.vodafone.com/vbbrieﬁng
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
Learn more about how Vodafone
works with artiﬁcial intelligence (‘AI’):
investors.vodafone.com/artiﬁcial-intelligence
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
Watch our Digital Services investor brieﬁng:
investors.vodafone.com/digital-services
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
Watch our Vodafone Technology investor brieﬁng:
investors.vodafone.com/vtbrieﬁng
6
Vodafone Group Plc
Annual Report 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.
Customers
Consumer
NPS
Detractors
Revenue
market share
Germany
UK
Other Europe
South Africa
Key:
Improved
Deteriorated
Stable
Network quality
‘Very good reliability’ in all European markets.
German cable network quality recognised in
4 independent tests.
Simplicity
1
Europe opex savings
3
€0.4bn
(FY23–FY25)
Productivity
(role reductions)
7.7k
(up to FY25 vs. 10k in 3-year plan)
Shared operations NPS
+81%
(May’24: 85%)
Employee engagement
4,5
75%
(May’24: 75%)
Growth
2
Organic service revenue growth
+5.1%
(FY24: +6.3%)
Organic adjusted EBITDAal growth
+2.5%
(FY24: +2.2%)
Adjusted free cash ﬂow
€2.5bn
(FY24: €2.6bn)
Pre-tax ROCE
+7.0%
(FY24: +7.2%)
6
Financial results summary
1
2025
2024
2023
Group revenue
€m
37,448
36,717
37,672
Group service revenue
€m
30,758
29,912
30,318
Operating (loss)/proﬁt
€m
(411)
3,665
14,451
Adjusted EBITDAaL
2
€m
10,932
11,019
12,424
(Loss)/Proﬁt for the ﬁnancial year – continuing operations
€m
(3,724)
1,570
12,582
Basic (loss)/earnings per share – continuing operations
€c
(15.86)
4.45
43.66
Adjusted basic earnings per share
2
€c
7.87
7.47
11.28
Cash inﬂow from operating activities
€m
15,373
16,557
18,054
Adjusted free cash ﬂow
2
€m
2,548
2,600
4,139
Net debt
2
€m
(22,397)
(33,242)
(33,250)
Total dividends per share
€c
4.5
9.00
9.00
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 2024.
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.
6.
Updated methodology reﬂecting average monthly capital
employed throughout the year
Vodafone Group Plc
Annual Report 2025
7
Strategic report
Governance
Financials
Other information
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.
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 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 net debt 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.
Adjusted EBITDAaL increased by 2.5% on an
organic basis, as 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. Adjusted free cash ﬂow was
€2.5 billion. We reported a Group operating loss
of €0.4 billion 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 net
debt of €22.4 billion and Group leverage of 2.0x.
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
Vodafone Group Plc
Annual Report 2025
9
Strategic report
Governance
Financials
Other information
Chief Executive’s statement and strategic roadmap
Transformation gaining momentum
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.
Customers
–
Customer detractors have reduced in most markets, and we
now have leading or co-leading net promotor scores in 9 out
of our 15 markets.
–
In Germany, we have stabilised our customer base, the core of
our transformation will be building on the step-change of our
NPS to achieve customer experience excellence, supported by
our ability to offer our customers the largest gigabit footprint in
the country.
–
In the UK we have delivered signiﬁcant improvements in
customer experience this year and now have our lowest ever
share of detractors in our base.
Consumer NPS
Detractors
Revenue market share
Germany
UK
Other Europe
South Africa
Key:
Improved
Deteriorated
Stable
Network quality
‘Very good reliability’ in all European markets. German cable
network quality recognised in 4 independent tests.
Simplicity
–
Simpliﬁed our operations with a leaner HQ, commercial
decisions delegated to our markets, competitive commercial
shared operations and 7,700 role reductions delivered by FY25.
–
Reset our capital structure maintaining a strong balance sheet,
disciplined capital investment, rebased dividend and executing
a €4.0 billion share buyback programme.
Europe opex savings
1
€0.4bn
(FY23–FY25)
+81%
shared operations NPS
Productivity
7.7k
role reductions
+75%
employee engagement
2,3
Growth
4
–
Reshaped our operating footprint focused on growing telco
markets with strong positions and local scale.
–
We have grown digital services which are now c.10% of our
Group service revenue, with B2B digital up 26.1% over the last
2 years and ﬁnancial services customers reaching 88 million
–
Organic service revenue growth of Vodafone Business of
4.0% in FY25; with a sequential improvement throughout
the year, as expected.
+5.1%
organic service
revenue growth
€2.5bn
adjusted free
cash ﬂow
+2.5%
organic adjusted
EBITDAal growth
+7.0%
pre-tax ROCE
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. Organic growth, and non-GAAP measures. See page
213–214
for more information.
10
Vodafone Group Plc
Annual Report 2025
Mega trends
Strategic report
Governance
Financials
Other information
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.
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
7.3 billion
Forecast for the number of connected devices
by 2032, increasing from 2.9 billion in 2022.
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.
Read more about our partnership with Microsoft:
investors.vodafone.com/microsoft-strategic-partnership
Watch our Vodafone Business investor brieﬁng:
investors.vodafone.com/vbbrieﬁng
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
$1.4 trillion
The annual value of mobile money transactions
reached globally in 2024, up 14% versus the
previous year.
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.
Read more about how we build platforms for ﬁnancial inclusion
on pages
39
to
41
Watch our digital services and experiences investor brieﬁng:
investors.vodafone.com/digital-services
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
€84 billion
The expected total addressable market
in business-to-business cloud and security
by 2028, compared to €49 billion in 2024.
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.
Read more about our six-year strategic partnership with Google:
investors.vodafone.com/google-strategic-partnership
Learn more about our cloud technology in our technology
investor brieﬁng:
investors.vodafone.com/vtbrieﬁng
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
65%
The percentage of organisations regularly using
Gen AI in at least one business function, nearly
double the percentage in 2024 vs. 2023.
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.
Read more about Vodafone’s approach to responsible AI
on page
49
Learn more about how Vodafone is working with AI:
investors.vodafone.com/artiﬁcial-intelligence
Vodafone Group Plc
Annual Report 2025
11
Strategic report
Governance
Financials
Other information
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
in the long term
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 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?
–
Held Customer Experience (‘CX’) as our top priority, with
our ‘Ask Once’ programme being rolled out across markets to
deliver seamless service guarantee and access to help customers.
–
Set up CX boards to regularly review customer pain points, and
implement action plans with dedicated investment and senior
management visibility.
–
Conducted initiatives such as Spirit surveys and site visits
to call centres in key regions.
–
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.
–
European Employee Consultative Committee.
–
Vodacom Group Employee Engagement Forum.
–
Executive Committee discussions.
–
Internal website, live webinars, newsletters and other
communications posted on our internal digital platform
c
alled ‘Viva Engage’.
–
Employee Speak Up channel.
–
Global employee surveys, including onboarding and exit surveys.
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.
Vodafone Group Plc
Annual Report 2025
13
Strategic report
Governance
Financials
Other information
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?
–
Held meetings with EU institutions, national, regional and local
governments, regulators and international organisations.
–
Participated in industry bodies, consumer alliances, and
pu
Hosted and attended workshops and events to enhance sector
blic-private initiatives.
–
understanding of key issues.
–
Sponsored the NATO Public Forum in Washington DC.
–
Our Chair leads the European Round Table for Industrialists,
engaging with European and global institutions and governments.
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.
Click to read more about our social contract in our investor brieﬁng.
The materials set out the importance of a reset of the European regulatory
framework; how through our social contract we have taken a leadership role
in improving our relationship with governments and policymakers; and what is
needed in terms of policy reform:
investors.vodafone.com/social-contract
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?
–
Personal meetings, roadshows, conferences.
–
Annual and interim reports and presentations.
–
Our investor relations website is used as our primary digital
communications tool and is available to all shareholders, including
11 hours of dedicated video content covering investor events
and interviews with Board Directors.
–
Re
gulatory News Service (‘RNS’) announcements.
–
Annual General Meeting (‘AGM’).
–
Investor perception study and regular feedback survey.
–
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.
Click to read more on our investor website:
investors.vodafone.com
14
Vodafone Group Plc
Annual Report 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.
Vodafone Group Plc
Annual Report 2025
15
Strategic report
Governance
Financials
Other information
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 workplace
1
. 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 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.
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
Vodafone Group Plc
Annual Report 2025
17
Strategic report
Governance
Financials
Other information
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 2025
Strategic report
Governance
Financials
Other information
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.
Click to read more about mental health and wellbeing:
vodafone.com/wellbeing
Our people strategy
continued
Vodafone Group Plc
Annual Report 2025
19
Strategic report
Governance
Financials
Other information
Our ﬁnancial performance
Results in-line with expectations
–
Total revenue:
Increased by 2.0% to €37.4 billion (FY24: €36.7 billion) as strong 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 strong demand for digital services,
–
Adjusted EBITDAaL:
Increased by 2.5% on an organic basis, supported by service revenue growth.
Adjusted EBITDAaL in Germany declined 12.6%, including a 7.5 percentage point impact related to the
MDU TV law change, offset by good performance across the rest of Europe, Africa and Türkiye.
–
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. Adjusted basic earnings per share was 7.87 eurocents
compared to 7.47 eurocents in the prior year.
–
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
Adjusted EBITDAaL
2,3
10,932
11,019
(0.8)
Restructuring costs
(164)
(703)
Interest on lease liabilities
4
488
440
Loss on disposal of property, plant and equipment and intangible assets
(25)
(34)
Depreciation and amortisation of owned assets
(7,569)
(7,397)
Share of results of equity accounted associates and joint ventures
(123)
(96)
Impairment (charge)/reversal
(4,515)
64
Other income
565
372
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
Adjusted basic earnings per share
2
7.87c
7.47c
Notes:
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.
2.
Adjusted EBITDAaL and Adjusted basic earnings per share are non-GAAP measures. See page
213
for more information.
3.
Includes depreciation on leased assets of €3,205 million (FY24: €3,003 million).
4.
Reversal of interest on lease liabilities included within Adjusted EBITDAaL under the Group’s deﬁnition of that metric, for re-presentation in
ﬁnancing costs.
Find out more
Click or scan to watch our Group Chief
Executive, Margherita Della Valle and
Group Chief Financial Ofﬁcer, Luka Mucic,
talk about our ﬁnancial performance:
investors.vodafone.com/videos
20
Vodafone Group Plc
Annual Report 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
1
Adjusted EBITDAaL
margin
1
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
10,932
11,019
29.2
30.0
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)
Adjusted EBITDAaL
1
€m
2,797
5,592
11,019
2,681
2,730
5,411
2,828
2,693
5,521
10,932
Adjusted EBITDAaL
margin
1
%
29.8
29.8
30.0
29.7
29.5
29.6
28.8
28.8
28.8
29.2
Organic Adjusted
EBITDAaL growth
1
%
1.2
2.2
5.1
2.5
3.8
2.2
0.3
1.3
2.5
Notes:
1.
Organic service revenue growth, Group Adjusted EBITDAaL and Group Adjusted EBITDAaL margin are non-GAAP measures. 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.
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 good growth in digital services.
Digital services revenue continued to grow
strongly, supported by strong 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.
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.
Vodafone Group Plc
Annual Report 2025
21
Strategic report
Governance
Financials
Other information
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: Strong customer experience & Adj.
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
strong 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 2025
Strategic report
Governance
Financials
Other information
Our ﬁnancial performance
continued
Other Europe
1
: Continued service
revenue growth
FY25
€m
FY24
€m
Reported
change
%
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 one-off
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: Strong growth in real terms and
on a euro basis
FY25
€m
FY24
€m
Reported
change
%
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.
Vodafone Group Plc
Annual Report 2025
23
Strategic report
Governance
Financials
Other information
Our ﬁnancial performance
continued
Africa: Accelerating growth supporting
upgraded mid-term guidance
FY25
€m
FY24
€m
Reported
change
%
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 good demand for ﬁxed connectivity,
an acceleration in the Consumer prepaid segment
and strong 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 strong 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 strong 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 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 a strong result 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
change
%
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. 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.
Vodafone Group Plc
Annual Report 2025
25
Strategic report
Governance
Financials
Other information
Our ﬁnancial performance
continued
Taxation
FY25
%
FY24
%
Reported
change
pps
Effective tax rate
(152.0)
3.1
(155.1)
Adjusted effective
tax rate
1
25.3
24.5
0.8
Note:
1. Adjusted effective tax rate is a non-GAAP measure. See page
213
for more information.
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 one-off items 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 Group’s Adjusted ETR (‘AETR’) for the year
ended 31 March 2025 was 25.3% (FY24: 24.5%).
This eliminates the above stated signiﬁcant one-off
items, as well as the €423 million deferred tax
charge for utilisation of recognised tax losses
in Luxembourg.
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)
Adjusted basic earnings
per share
1
7.87
7.47
0.40
Note:
1. Adjusted basic earnings per share is a non-GAAP measure. See
page
213
for more information.
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.
Adjusted basic earnings per share was
7.87 eurocents, compared to 7.47 eurocents in
FY24. The increase was primarily due to higher
adjusted earnings, primarily from lower adjusted
net ﬁnancing costs, together with a lower number
of shares outstanding resulting from the share
buyback programme.
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 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
change
%
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.
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.
FY25
€m
FY24
€m
Reported
change
%
Adjusted EBITDAaL
1
10,932
11,019
(0.8)
Capital additions
2
(6,862)
(6,331)
Working capital
3
53
(309)
Disposal of property, plant and equipment and intangible assets
9
14
Integration capital additions
(31)
(81)
Restructuring costs including working capital movements
4
(246)
(254)
Licences and spectrum
(421)
(454)
Interest received and paid
5
(1,147)
(1,279)
Taxation
(728)
(724)
Dividends received from associates and joint ventures
530
442
Dividends paid to non-controlling shareholders in subsidiaries
(249)
(260)
Other
10
–
Free cash ﬂow
1
1,850
1,783
3.8
Acquisitions and disposals
13,917
(346)
Equity dividends paid
(1,787)
(2,430)
Share buybacks
(1,868)
–
Foreign exchange (loss)/gain
(182)
(64)
Other movements in net debt
6,7
(1,085)
1,065
Net debt decrease/(increase)
1
10,845
8
Opening net debt
1
(33,242)
(33,250)
Closing net debt
1
(22,397)
(33,242)
32.6
Net debt of Vodafone Spain and Vodafone Italy
1
–
(107)
Closing net debt incl. Vodafone Spain and Vodafone Italy
1
(22,397)
(33,349)
32.8
Free cash ﬂow
1
1,850
1,783
Adjustments:
–
Licences and spectrum
421
454
–
Restructuring costs including working capital movements
4
246
254
–
Integration capital additions
31
81
–
Other adjustments
–
28
Adjusted free cash ﬂow
1
2,548
2,600
Notes:
1. Adjusted EBITDAaL, Free cash ﬂow, Adjusted free cash ﬂow and Net debt are non-GAAP measures. See page
213
for more information.
2. See page
222
for an analysis of tangible and intangible additions in the year.
3. Includes the impact of €148 million of Trade payables for which the Group has extended payment terms from 30 to 90 days through the use
of reverse factoring at 31 March 2025 (31 March 2024: €nil).
4. Includes working capital in respect of integration capital additions.
5.
Interest received and paid excludes €451 million outﬂow (FY24: €406 million) in relation to the cash portion of interest on lease liabilities
included within Adjusted EBITDAaL.
6. Other movements in net debt for FY25 includes a net outﬂow from discontinued operations of €120 million (FY24: €455 million inﬂow) and
the repayment of borrowings secured against Indian assets of €1,794 million (including €547 million of accrued interest) following the
disposal of the Group’s interest in Indus Towers, offset by payments from Swisscom and Zegona in respect of the future use of the Vodafone
brand of €491 million and €328 million in respect of proceeds from the disposal of the Group’s residual 3% interest in Indus Towers, which
was classiﬁed as an Other investment. The amount for FY24 includes mark-to-market losses recognised in the income statement of
€97 million and €185 million for the repayment of debt in relation to licences and spectrum.
Vodafone Group Plc
Annual Report 2025
27
Strategic report
Governance
Financials
Other information
Our ﬁnancial performance
continued
Acquisitions and disposals includes the disposal of
10% of Oak Holdings 1 GmbH (€1,336 million) and
the disposal of 18% of Indus Towers Limited
(€1,684 million). Additionally, 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.
Adjusted free cash ﬂow was an inﬂow of
€2,548 million in the period, representing a
decline of €52 million compared to the
comparative period.
Borrowings and cash position
FY25
€m
Re-presented
1
FY24
€m
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.
Funding position
FY25
€m
FY24
€m
Reported
change
%
Bonds
(36,402)
(40,743)
Bank loans
(1,213)
(767)
Other borrowings
including spectrum
(2,345)
(1,457)
Gross debt
1
(39,960) (42,967)
7.0
Cash and cash
equivalents
11,001
6,183
Non-current investments
in sovereign securities
913
–
Short-term investments
2
5,280
3,225
Derivative ﬁnancial
instruments
3
1,716
2,204
Net collateral liabilities
4
(1,347)
(1,887)
Net debt
1
(22,397)(33,242)
32.6
Notes:
1. Gross debt and Net debt are non-GAAP measures. See page
213
for more information.
2. Short-term investments include €2,139 million (31 March 2024:
€1,201 million) of highly liquid government and government-
backed securities and managed investment funds of €3,141
million (31 March 2024: €2,024 million) that are in highly rated
and liquid money market investments with liquidity of up to
90 days.
3. Derivative ﬁnancial instruments exclude derivative movements in
cash ﬂow hedging reserves of €574 million gain (31 March 2024:
€498 million gain).
4. Collateral arrangements on derivative ﬁnancial instruments result
in cash being held as security. This is repayable when derivatives
are settled and is therefore deducted from liquidity.
Net debt decreased by €10,845 million to
€22,397 million. This was driven by cash proceeds
from acquisitions and disposals (€13,917 million)
and a free cash inﬂow of €1,850 million, partially
offset by equity dividends of €1,787 million, share
buybacks of €1,868 million and €1,794 million in
relation to the repayment of borrowings secured
against Indian assets.
Other funding considerations include:
FY25
€m
FY24
€m
Lease liabilities
(10,826)
(9,672)
Pension fund liabilities
(187)
(181)
Guarantees over loan issued by
Australia joint venture
(1,479)
(1,479)
Equity characteristic of 50%
attributed by credit rating
agencies to ‘Hybrid bonds’
included in net debt, EUR swapped
value of €8,162 million (€8,993
million as at 31 March 2024)
4,081
4,497
The Group’s borrowings, which mainly include
certain bonds that have been designated in hedge
relationships, are carried at €899 million (2024:
€1,229 million) higher than their euro equivalent
redemption value. In addition, where bonds are
issued in currencies other than euros, the Group
has entered into foreign currency swaps to ﬁx
the euro cash outﬂows on redemption. The
impact of these swaps is not reﬂected in gross
debt and would decrease the euro equivalent
redemption value of the bonds by €1,132 million
(2024: €1,559 million).
28
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Our ﬁnancial performance
continued
Return on capital employed
Return on capital employed (‘ROCE’) reﬂects how
efﬁciently we are generating proﬁt with the capital
we deploy. We calculate two ROCE measures:
i) Pre-tax ROCE for controlled operations only
and ii) Post-tax ROCE including associates and
joint ventures.
ROCE calculated using GAAP measures for the
year ended 31 March 2025 was -0.4% (FY24: 3.4%),
impacted by impairment losses in respect of
Germany and Romania and a higher income
tax expense, which outweighed lower net
ﬁnancing cost.
The table below presents adjusted ROCE metrics.
FY25
€m
FY24
%
Change
pps
Pre-tax ROCE
(controlled)
1
7.0%
7.2%
(0.2)
Post-tax ROCE
(controlled and
associates/joint
ventures)
1
4.4%
4.4%
–
Note:
1. ROCE is calculated by dividing Operating proﬁt by the average of
capital employed as reported in the consolidated statement of
ﬁnancial position. Pre-tax ROCE (controlled) and Post-tax ROCE
(controlled and associates/joint ventures) are non-GAAP
measures. See page
213
for more information.
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
purchased
1,2
000s
Average price paid
per share inclusive
of transaction costs
Pence
Total number of shares
purchased under
publicly announced share
buyback programmes
3,4,5,6
000s
Total consideration of shares
purchased under
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.
Vodafone Group Plc
Annual Report 2025
29
Strategic report
Governance
Financials
Other information
Our ﬁnancial performance
continued
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.
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.
Margherita Della Valle
Group Chief Executive
3 June 2025
Luka Mucic
Group Chief Financial Ofﬁcer
3 June 2025
30
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Purpose, sustainability and responsible business
Everyone.Connected
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.
ESG highlights
1
76%
4G population
coverage (outdoor
1Mbps) in Africa
77.1m
customers
connected to
our ﬁnancial
inclusion services
75%
5G population
coverage (outdoor
1Mbps) in Europe
100%
network equipment
e-waste reused,
resold or sent
for recycling
100%
grid electricity
purchased and
used globally
matched with
renewable sources
2
84%
reduction in Scope 1
and 2 GHG emissions
since 2020
Our purpose is to connect everyone.
We aim to build an inclusive, sustainable and trusted digital society where individuals and businesses can thrive.
Protecting the Planet
We help to protect the planet by reducing our environmental
impact and helping society decarbonise.
Tackling carbon emissions
We are working to reach net zero GHG emissions across our
full value chain by 2040.
Promoting circularity
We are striving to ensure that our network equipment and
device e-waste is reused, resold or sent for recycling.
Enabling the clean industrial transition
3
We aim to provide technology and connectivity that help to
enable society to transition to a more sustainable future.
Read more on pages
34
to
38
Empowering People
We want everyone to fully beneﬁt from the digital society,
regardless of who they are or where they live.
Closing the digital divide
We are working to expand rural network coverage and address
issues of affordability to increase smartphone and data access.
Empowering customers
We strive to provide relevant products and services to support
our customers and businesses to thrive in a digital world.
Supporting communities
We seek to provide connectivity and support for vulnerable
communities, including those affected by natural disasters.
Read more on pages
39
to
41
Maintaining Trust
Maintaining trust with our customers, employees, suppliers and the societies we serve is at the heart of everything we do.
Business integrity
We aim to ensure that our
business operates ethically,
lawfully and with integrity
in everything we do.
Human rights
We seek to contribute to the
protection and promotion of
human rights and freedoms.
Health and safety
Creating a safe working
environment for everyone
working for, and on behalf
of Vodafone.
Security and resilience
As a provider of critical national
infrastructure and connectivity, we
prioritise data privacy, cyber and
asset security in everything we do.
Anti-bribery, corruption
and fraud
We have a policy of zero tolerance
towards bribery, corruption
and fraud.
Responsible supply chain
We manage relationships with our
direct suppliers and evaluate their
commitments to diversity,
inclusion and the environment.
Workplace equality
We seek to develop a diverse and
inclusive global workforce that
reﬂects the customers and
societies we serve.
Tax and economic
contribution
As a major investor, taxpayer and
employer, we make a signiﬁcant
contribution to the economies of
the countries in which we operate.
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.
Read more on pages
42
to
52
Notes:
1.
Continuing operations only.
3.
We previously referred to this as ‘Carbon Enablement’.
Vodafone Group Plc
Annual Report 2025
31
Strategic report
Governance
Financials
Other information
Our ESG governance structure
ESG is integral to Vodafone’s
operations, reinforced by our ESG
governance framework. We continue
to enhance this framework to drive the
effective delivery of our ESG initiatives
while meeting evolving regulatory and
reporting requirements.
Our ESG strategy is overseen by the Board ESG
Committee, and implemented through the ESG
and Reputation Committee (‘ESGR’). Actions and
initiatives under our ESG strategy are assigned to
individual senior managers within a range of
relevant business functions across Vodafone’s
global business, such as our networks and
technology operations, commercial and enterprise
business units, procurement, external affairs and
property teams. Accountable delivery functions
report quarterly to the ESGR, including escalating
risks to the delivery of our strategy.
Read more about the ESG Committee on page
93
Read more about the ARC on pages
86
to
91
Read more about remuneration on pages
94
to
112
Board
The Board is responsible for the overall conduct of the Group’s business. It has the powers, authorities and duties vested in it by, and pursuant to,
the relevant laws of England and Wales and the Articles of Association of Vodafone Group Plc.
The Board delegates responsibility for oversight of our ESG programme to the ESG Committee, supported by the Audit and Risk Committee for
ESG regulatory requirements.
ESG Committee
In 2021, the Board of Directors approved the formation of the ESG
Committee, which provides oversight of Vodafone’s ESG programme and
monitors the company’s purpose agenda. Its key responsibilities
encompass reviewing the ESG strategy, monitoring progress against key
ESG objectives, external ESG indices and collaboration with the ARC.
Audit and Risk Committee (‘ARC’)
The ARC have joint responsibility for the adequacy of related disclosures
and oversight of the Group’s systems, control points, business risks and
related compliance activities. In FY26, we aim to increase the frequency
of joint meetings to bi-annual. This change signiﬁes the importance of
joining together compliance with strategy, as we look to meet evolving
requirements and embed ESG more widely across the business.
Executive Committee
The Executive Committee has overall accountability to the Board for our purpose and ESG programme. We continue to include ESG measures in the
long-term incentive plan for our senior leaders; both our purpose targets and activities have executive (‘ExCo’) level ownership.
ESG and Reputation Committee
Selected members of the ExCo meet monthly at the ESGR with the responsibility to drive Purpose activities and review the submissions to the Board ESG
Committee. We have three strategic purpose pillars: Empowering People, Protecting the Planet, and Maintaining Trust, each of which has clearly deﬁned
priorities and accountable owners to seek to achieve our objectives and targets. In recent years, we have spread responsibility further across the ExCo to
embed accountability for ESG more widely across the business.
Protecting the Planet
We seek to protect the planet and enable our customers to do the
same. Our Protecting the Planet pillar consists of three key areas:
tackling carbon emissions, promoting circularity, and enabling the
clean industrial transition.
Empowering People
We seek to connect everyone, regardless of who they are or
where they live. Our Empowering People pillar consists of three
key areas: closing the digital divide, empowering customers,
and supporting communities.
Maintaining Trust
We strive to deliver our services securely and responsibly and earn the trust of our customers through everything we do, by protecting data,
protecting people and responsible business practices. Maintaining Trust is broken down further into subtopics such as business integrity,
human rights, responsible supply chain, and tax and economic contribution.
32
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Our ESG disclosures
Vodafone reports on a broad range of ESG topics, against a number of frameworks,
to help stakeholders understand our sustainable business performance:
Topic
Vodafone
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
Topic
Vodafone
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
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 Group Plc
Annual Report 2025
33
Strategic report
Governance
Financials
Other information
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
.
Accountability for each material topic is embedded
throughout our business. Each material topic
is sponsored by a member of the Executive
Committee (‘ExCo’), who is ultimately accountable
for its development; their responsibilities include
overseeing the material topic’s progress
and delivery against future commitments.
The Board receives regular updates on progress
across our material topics through our ESG
Governance structure.
Read more about our ESG governance structure on page
31
Responsibility to develop and implement a
strategy to manage each material topic is assigned
to a senior leader within the ExCo sponsor’s
business function. The senior leader works with
relevant teams and subject matter experts on
the material topic, cross-functionally if required,
to deliver activities in line with the strategy agreed
by ExCo. Delivery teams are supported by our
reporting function, who take a compliance lens to
their undertakings. An update on our programmes
in each of these areas is available in this report.
Our materiality assessment process
Phase 1
Desk-based
research
Phase 2
Consolidation
of potential
material topics
Phase 3
Stakeholder
engagement
Phase 4
Scoring
Our material topics
1
1.
This table is an indicative list of Vodafone’s material topics.
Material topic
Subtopic
Link to Vodafone strategy
Read more
Climate change
Scope 1 and 2 GHG emissions
page
34
Scope 3 GHG emissions
page
35
Waste and circularity
Network equipment e-waste and circularity
page
37
Device e-waste and circularity
page
38
Digital inclusion
Network coverage
page
39
Smartphone and data accessibility
page
40
Affordable tariffs
page
40
Financial inclusion services
page
40
SME services
page
41
Public sector services
page
41
Business integrity
Code of Conduct
page
42
Speak Up
pages
42–43
Anti-bribery, corruption and fraud
pages
43–44
Human rights
Freedom of expression
page
44
Law enforcement assistance
page
44
Network shutdowns
page
45
Responsible supply chain
page
45
Security and resilience
Data privacy
pages
46–47
Cyber security
pages
48–52
Asset resilience
page
52
Key
Protecting The Planet
Empowering People
Maintaining Trust
Note:
34
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Protecting the Planet
We provide connectivity and digital
solutions that help to enable the
climate transition and aim to
empower others to reduce GHG
emissions, by improving the
efﬁciency of resource use.
We are working to minimise the
environmental footprint of our
operations, our value chain and our
products and services – through
reaching net zero and improving
the circularity of the technology
we use and sell. This year,
we continued to embed our
Protect the Planet strategy
across our business.
100%
grid electricity purchased and
used globally matched with
renewable sources
1
84%
reduction in Scope 1 and 2
GHG emissions since 2020
Climate change
The telecommunications sector is estimated to
contribute between 1.8% and 2.8% of global
greenhouse gas (‘GHG’) emissions
2
. 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 purchased
1
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.
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.
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.
Vodafone Group Plc
Annual Report 2025
35
Strategic report
Governance
Financials
Other information
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.
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.
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.
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.
36
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
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.
Vodafone Group Plc
Annual Report 2025
37
Strategic report
Governance
Financials
Other information
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 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.
Vodafone Group Plc
Annual Report 2025
39
Strategic report
Governance
Financials
Other information
Empowering People
Globally, approximately
4.6 billion people access the
internet daily through mobile
broadband networks, representing
around 57% of the world’s
population. Despite this,
2.6 billion people remain entirely
unconnected, of which 1.8 billion
people are living in rural areas
1
.
We seek to democratise access to
the internet and help get everyone
connected regardless of who they
are or where they live, to build
universal access and help our
customers and communities
beneﬁt from digitalisation.
76%
4G population coverage
(outdoor 1Mbps) in Africa
75%
5G population coverage
(outdoor 1Mbps) in Europe
2
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.
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.
40
Vodafone Group Plc
Annual Report 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.
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.
Notes:
2. GSMA, 2024.
3. ITU, 2024.
4. Eurostat, 2023.
5. World Bank, 2021.
Vodafone Group Plc
Annual Report 2025
41
Strategic report
Governance
Financials
Other information
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.
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.
Notes:
1. GSMA, 2023.
2
WEF, 2023.
3. Statista, 2024.
4. WEF, 2023.
42
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Our approach
Maintaining Trust
This section of the strategic report
covers the elements that underpin
our responsible business strategy
that includes our approach to
protecting people and data,
as well as how we act ethically,
lawfully and with integrity
wherever we operate.
93%
employees completed ‘Doing
What’s Right’ training in FY25
684
‘Speak Up’ reports in FY25
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.
Notes:
1.
Excludes employees in Germany.
2.
Includes Group, Ireland, Portugal, South Africa and Egypt.
Vodafone Group Plc
Annual Report 2025
43
Strategic report
Governance
Financials
Other information
Our approach
continued
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
action
People issues
2
75%
31%
Integrity
22%
51%
Other
2%
36%
Health and safety
1%
50%
Notes:
1.
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.
Click to read our Code of Conduct:
vodafone.com/code-of-conduct
Click to read more about our approach to Anti-bribery
and corruption:
vodafone.com/anti-bribery
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:
–
Conducting a comprehensive anti-bribery
risk assessment;
–
Ensuring there is a due diligence process for
suppliers and business partners at the start
of the business relationship;
–
Completion of the global e-learning training
for all employees
1
, as well as tailored training
for higher-risk teams; and
–
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 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.
Vodafone Group Plc
Annual Report 2025
45
Strategic report
Governance
Financials
Other information
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.
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.
Click to read our Code of Ethical Purchasing:
vodafone.com/code-of-ethical-purchasing
Click to read our Conﬂict Minerals Reports and Statement:
vodafone.com/responsibleminerals
46
Vodafone Group Plc
Annual Report 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.
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:
–
Collection
: collection of personal data without
permissions, or excessive collection of data;
–
Access and use
: use of personal data for
unauthorised purposes, excessive data
retention, or poor data quality; and
–
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.
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.
Vodafone Group Plc
Annual Report 2025
47
Strategic report
Governance
Financials
Other information
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:
–
Opt in for the processing of special categories
of data;
–
Choose what data we collect through the
MyVodafone app and how it is used;
–
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
–
Opt out from the use of anonymised network
and location data (‘Vodafone Analytics’).
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.
Read more about cyber security on pages
48
to
52
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.
48
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Our approach
continued
Cyber security
Strategy
Our cyber security strategy
Our vision is a secure connected future for our
customers and society. We are motivated by a clear
purpose to inspire customer trust and loyalty
through providing sustained cyber security,
ultimately contributing to a secure society and
an inclusive future for all.
Our cyber security strategy and operating model
support our vision and goals, and form part of our
wider Company strategy.
Our strategy is based on core principles, including:
–
Act as an enabler for the business;
–
Be proactive, risk and threat-led, supported
by data-driven decisions, automation and
digitalisation;
–
Build and assure security in all products and
services; and
–
Simplify architecture though partnership
with key suppliers.
In the past year we have been redeveloping the
strategy based on changes in the internal and
external environment. This takes account of future
threats and changes in technology so it remains ﬁt
for purpose over the next ﬁve years and beyond.
The updated strategy consists of ﬁve main areas:
Dynamic Trust, Identity and Insider.
Through robust tooling and processes, we aim to
make sure the right people can access the right
information at the right time.
Proactive Health and Real-time Response.
The next generation of our detection and response
capability, using advanced analytics and
automation to expand our capabilities.
Cyber Health and Adaptive Risk Method
(‘CHARM’).
We provide a view of our security risk which
adapts to change and is quantiﬁed to make better
risk decisions.
Securing Networks, Products & Services.
New technologies are harnessed securely and
products and solutions are designed with security
in mind. We enable secure connectivity through an
end-to-end operating model for telecoms security.
Supplier and Society Ecosystem.
We embed and seek to drive good security
practice across our suppliers. We partner and
collaborate widely to achieve good security
outcomes for our customers and society.
Each year we deﬁne and communicate priorities
for a three-year period, so all areas of our business
are clear on the investment priorities for security.
We track progress against these priorities
throughout the year.
Year ahead
We have started work on ﬁve transformations
aligned with the updated strategy. These include:
–
Design and development of a new security
operations platform;
–
Further strengthening multi-factor
authentication;
–
Enhancing end-to-end security of our
telecommunications networks;
–
Transforming how we manage the security of
our third parties; and
–
Implementation of CHARM.
Alongside these priorities, we continue to focus
on security control improvement, efﬁciency
and automation.
Click to read our cyber security factsheet:
investors.vodafone.com/cyber
Find out more
Click to listen to our experts
summarise our approach to cyber security:
investors.vodafone.com/videos
New technologies and industry collaboration
We adopt new technologies to better serve our
customers and gain operational efﬁciency. For
every technology programme we follow our
Secure by Design process, evaluating suppliers’
hardware and software, modelling threats and
understanding the risks before designing,
implementing and testing the necessary
security controls and procedures.
Mobile networks
Every new mobile network generation has brought
increased performance and capability, along with
new opportunities in security. As we deploy 5G
core networks alongside our 5G radio networks,
often described as 5G Standalone, we have
updated our security standards to implement the
latest 5G features in our core networks. We also
test security in our radio networks using
independent third-party testing companies.
Open RAN is a new way of building and managing
radio access network (‘RAN’) components within
telecommunication infrastructure. Instead of
purchasing all the components from one supplier,
we use hardware and software components from
multiple vendors and integrate these via open
interfaces. Over time, this will create a more
competitive landscape for telecommunications
equipment. We continue to collaborate with other
players in the Open RAN ecosystem to improve
security. This includes adding requirements to the
Open RAN speciﬁcation, publishing internal
security standards, and benchmarking vendors
against these. The ﬁrst Open RAN sites are now
live in the UK and Romania.
Quantum computing
We are preparing for a time when quantum
computers able to break certain cryptography are
available at scale. Through our joint research with
IBM, we have developed a risk-based approach to
mitigate the risks of existing cryptography. We are
identifying where we are using cryptography that
is potentially vulnerable to attack from quantum
computers, deﬁning supplier requirements and
developing the ability to update our cryptography
when new threats emerge. We have set up a
long-term Quantum Safe programme, and plan
to pilot migration activities in the next year in
collaboration with IBM and telecom vendors.
Vodafone co-chairs the telecommunications
industry-wide task force on this issue.
Artiﬁcial intelligence (‘AI’)
We take the responsible use of AI seriously and
seek to balance the opportunities and security
risks associated with AI. Security teams from
across the business are collaborating under the
governance of a global responsible AI committee
which agrees policy, mitigates threats, identiﬁes
and selects use cases for implementation.
Read more about AI governance on page
47
To deliver secure and responsible AI, we integrate
secure AI lifecycle practice, requirements and
tools into strategic AI platforms and internally
developed AI applications. To reduce the risks of
misuse, we limit access to public AI applications.
We have developed an awareness programme
and updated our policies to make it clear to our
employees what data must not be shared with
public AI applications.
We have deﬁned requirements for internal
AI application development including risk
assessment, designing for transparency, lack of
bias and providing the right degree of human
oversight of results. If the AI model could have
a high impact on people, we require a human
to have input on the ﬁnal decision.
We are also experimenting with AI to augment our
cyber security processes. The ﬁrst application is a
chatbot which can answer employee questions on
cyber policies and standards. We are also engaged
in cross-industry forums that collaborate on
telecommunication-speciﬁc AI use cases, including
threat detection, investigation and response.
Vodafone Group Plc
Annual Report 2025
49
Strategic report
Governance
Financials
Other information
Our approach
continued
Industry collaboration
We actively engage with stakeholders across
industry, including regulators, standard-setting
bodies and governments. Collaboration is vital to
respond to threats, protect our organisation and
workforce, and build safe online and digital spaces
for customers and society. We use our expertise
and experience to engage with a wide range of
organisations to help improve the understanding
of cyber security thinking and practice, and
contribute to public policy, technical standards,
information sharing, risk assessment, and
governance. For example, we have engaged in
cross-industry collaboration through the European
Round Table, where we chair the CISO committee.
We have an appointed member on the National
Cyber Advisory Board in the UK. We also
collaborate with other telecommunication
companies, and actively engage in security
standards working groups such as ENISA 5G Cyber
Security Certiﬁcation, O-RAN Alliance WG11 and
GSMA Fraud and Security Group. We have a
research programme working on security topics
with the German Federal Ministry of Education &
Research, for example on securing future
generations of mobile technology.
Risk management
Identiﬁcation of vulnerabilities and risks
Cyber attacks are part of the technology
landscape today and will be in the future. All
organisations, governments and people are
subject to cyber attacks and some will be
successful. The telecommunications industry is
faced with a unique set of risks as we provide
connectivity services and handle private
communication data.
A successful cyber attack could cause serious
harm to ourselves or our customers, including
unavailability of services or a data breach leading
to disclosure or misuse of customer personal data.
The consequences could include, but are not
limited to, exposure to contractual liability,
litigation, regulatory action, or damage to the
company’s reputation and brand and loss of
market share. In the worst case, the cyber security
incident could cause material ﬁnancial impact
to us.
There is increasing regulatory focus on cyber
security and requirements for telecommunications
providers to improve their cyber security practices.
We are subject to GDPR and equivalent legislation
in many countries in which we operate. In addition,
there are local and regional laws and regulations
which impact cyber security, for example the
Telecommunications Security Act in the UK and
Network & Information Security 2 (‘NIS2’) and the
Digital Operational Resilience Act (‘DORA’) in the
EU. A cyber incident may lead to regulatory ﬁnes
and other enforcement activities if deemed to be
due to inadequate security. Measures to meet
these laws and regulations will also result in
increased compliance costs.
We dedicate signiﬁcant resources to reducing
cyber security risks, however due to the nature of
the threats, we cannot provide absolute security
and some cyber security incidents will occur.
Risk and threat management are fundamental to
maintaining the security of our services across
every aspect of our business. We separate cyber
security risk into three main areas of risk:
–
External:
A wide variety of attackers, including
criminals and state-backed groups, target our
networks, systems and people using a range of
techniques. They seek to gain unauthorised
access to steal or manipulate data or disrupt our
services. Geopolitical factors also increase the
threat of an external attack;
–
Insider:
Our employees may accidentally leak
information or maliciously misuse their
privileges to steal conﬁdential data or to cause
disruption; and
–
Supply chain:
We only have indirect control
over the cyber security of third-party service
providers, limiting our ability to defend against
cyber threats to these third parties. Such
attacks, if successful, could cause services to be
unavailable or enable a data breach to occur.
To help us identify and manage emerging and
evolving risks, we constantly evaluate and
challenge our business strategy, new technologies,
government policies and regulation, and
cyber threats.
We conduct regular reviews of the most signiﬁcant
security risks affecting our business and develop
strategies and policies to detect, prevent and
respond to them. Our cyber security strategy
focuses on minimising the risk of cyber incidents
that affect our networks and services. When
incidents do occur, we identify the root causes and
use them to improve our controls and procedures.
Cyber security risk is aligned with Vodafone’s
enterprise risk framework. The most important
risks to the company are referred to as Principal
risks, of which Cyber risk is one. The risk owner
produces a formal Line of Sight document that
describes the risk, the risk tolerance, current
position against tolerance, controls and actions
to move to tolerance if required. Second and
third line assurance information is also included
in the document.
Risk and control approach
The global Cyber and Information Security policy
applies to all Vodafone-controlled entities. Each
security domain has a supporting policy document
with detailed control objectives. The policies are
underpinned by security standards which provide
relevant technical speciﬁcations.
Security controls and procedures deﬁne the
requirements which allow our policies to be met.
These controls and procedures are designed to
prevent, detect or respond to threats. Most risks
and threats are prevented from occurring and we
expect most will be detected before they cause
harm and need a response.
Adaptive risk and control methodology (‘CHARM’)
We have launched a new global methodology for
cyber security risk management which we call the
Cyber Health and Adaptive Risk Method or CHARM.
The goals of this approach include:
–
Cyber Health – a continuous view of security
based on automated key risk indicators;
–
Adaptive – responds to changing threats,
technology evolution and regulation;
–
Risk method – quantiﬁed risk to provide better
decision-making and prioritisation.
This new approach has a greater focus on risk and
threats but retains the structured control
framework and common targets of the former
Cyber Security Baseline. Initially we are using
the same control set as before under the
new methodology.
To adapt to the changing threat landscape, we
have deﬁned threat and risk scenarios. The threats
and speciﬁc attack techniques are mapped to
the controls that most signiﬁcantly reduce risk,
allowing gaps to be highlighted.
We have set targets for key controls to be effective.
Effectiveness is based on the depth of the control
implementation and coverage of the relevant
assets. Cyber security controls need to be
continuously evolved and enhanced to mitigate
risks and threats. Each year we set new annual
targets, progress against the targets is monitored
and reported quarterly to the senior leadership in
each market and globally.
We update our priorities with changes, including
any necessary new controls. The control
framework will continue to evolve based on
changing threats, technology developments, our
strategic and business priorities, and regulation.
We have begun to automate the capture and
reporting of key risk indicator data from source
systems. This will reduce manual effort, be more
accurate and provide stronger assurance of
effectiveness. We plan to automate all relevant
controls over the next two to three years.
50
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Our approach
continued
To better quantify residual risk, we have created a
risk quantiﬁcation model based on threats, control
effectiveness and incident data. The model is due
to be launched in early FY26.
In addition to this top-down process of risk
identiﬁcation and mitigation, we identify individual
cyber risks at the product or system level, for
example through our Secure by Design process,
operational activities, scanning and monitoring,
or through an incident. Risks are evaluated on a
common impact and likelihood scale, mitigating
actions are agreed and captured in a risk register.
Any high risks identiﬁed through these processes
require senior management oversight and
agreement of mitigating actions.
Assurance
A dedicated technology assurance team reviews
and validates the effectiveness of our cyber
security controls, and our control environment
is subject to regular internal audit. We test the
security of our mobile networks every year using
a specialist testing company, they also benchmark
our security against other telecommunications
operators. This provides assurance that we are
maintaining the highest standards and our
telecommunications controls are operating
effectively. We have also appointed external
specialists to perform testing on our security
controls (‘red teaming’) to uncover any areas for
improvement. We maintain externally audited
information security certiﬁcations, including ISO
27001, which cover our global technology
function and 9 local markets. In addition, our
markets comply with national information security
requirements where applicable. All systems
going live and those undergoing change are
independently penetration tested. An internal
team performs some testing, and we engage third
party testers where appropriate. Across Vodafone,
we complete over 1,000 penetration tests every
year. We also perform adversary testing exercises.
Supply chain
As well as monitoring control effectiveness within
Vodafone, we oversee the cyber security of our
suppliers and third parties. Controls and
procedures are embedded in the supplier lifecycle
to set requirements, assess risk and monitor each
supplier’s security performance. At supplier
onboarding, minimum security requirements are
written into contracts, and we determine the
inherent risk of the supplier based on the service
they are providing. We then assess their controls
using a questionnaire to understand the residual
risk, which informs the frequency of review from
annual to every three years. We follow up on open
actions and ensure any security incidents are
tracked and managed.
Regulatory landscape
We are seeing an increase in new security
regulation as governments respond to the
heightened cyber threat landscape, recognising
that telecommunications operators provide critical
national infrastructure. We engage directly with
governments and industry partners to promote
proportionate, risk-based and cost-effective
solutions to security threats. We look to establish
shared approaches to reinforce standardisation
and regulatory frameworks that apply equally
to all market participants.
In the UK, we are implementing the provisions of
the Telecommunications Security Act which sets
enhanced security requirements for UK network
operators and their suppliers. In Europe, we are
planning implementation of the NIS2 and DORA
requirements. We continue to monitor the
forthcoming EU Cyber Resilience Act which aims
to ensure that all digital products and services
fulﬁl basic security requirements.
The US Securities and Exchange Commission
(‘SEC’) introduced cyber security incident
disclosure and reporting requirements in
December 2023. We updated our incident
management process to include the relevant
disclosure steps should a material incident occur;
this is described in the Cyber Operations and
Incidents section. Where applicable we have
expanded these cyber security disclosures in
response to the new reporting requirements.
Operating model
Our approach to cyber security
We have implemented a globally consistent cyber
security operating model that is based on the
leading industry security standards published
by the US National Institute of Standards and
Technology (‘NIST’). The model is designed to
reduce risk by constantly identifying threats,
protecting, defending and improving our security.
We operate cyber capabilities with an in-house
international team of over 900 employees.
We augment our internal capabilities where
necessary with third-party specialist technical
expertise, such as digital forensics, red teaming
and penetration testing. We use specialist
resources to perform testing of our
telecommunications networks. We also use
qualiﬁed external resources to help during the
implementation of change and improvement
projects. Our scale means we beneﬁt from global
collaboration, technology sharing and deep
expertise, and ultimately have greater visibility of
emerging threats. An example would be our global
security operations centre which takes inputs and
telemetry from all the markets where we operate.
Our cyber security approach, explained by our
experts, covers the lifecycle: identify, protect,
detect, respond, recover and govern. This is
summarised in the video linked below.
Find out more
Click or scan for more information:
– Our cyber security experts summarise
our approach to cyber security
investors.vodafone.com/videos
Cyber security function
Team
Responsibilities
Governance, Risk and
Control
–
Cyber risk framework and management across the Group.
–
Deﬁne and track adoption of controls and procedures, and measure effectiveness.
Strategy and Secure
by Design
–
Deﬁne cyber strategy aligned to technology and Company strategies.
–
Products, services and internal systems are secure by design.
Cyber Prevent
–
Engineer, deliver and operate global security platforms, driving
continuous improvement.
Cyber Defence
–
Perform threat intelligence & security testing. Detect events and attacks
through 24/7 monitoring.
–
Respond to events and incidents to minimise the impact to business and customers.
Investments &
Supplier
–
Manage cyber risk in Vodafone investments portfolio, partner markets, acquisitions
and divestments.
–
Identify and reduce supplier risk.
Local Market Teams
–
Responsible for managing and embedding cyber security in our local markets,
including meeting local cyber regulatory and compliance requirements.
Vodafone Group Plc
Annual Report 2025
51
Strategic report
Governance
Financials
Other information
Our approach
continued
Governance
Management
The Chief Technology Ofﬁcer (‘CTO’) and Chief
Network Ofﬁcer (‘CNO’)are the Executive
Committee members accountable for managing
the risks associated with cyber threats and
information security. The Cyber Security and
Technology Strategy & Governance (‘Cyber’)
Director is responsible for managing and
overseeing cyber security across Vodafone
and reports to the CTO.
Within the cyber security organisation, led by the
Cyber Director, we have heads of global cyber
security functions, local markets and regional
cyber security leaders. This global leadership team
is responsible for directing, managing and reducing
cyber risk across Vodafone. Market and regional
cyber security leaders are also part of their local
management teams, with a dotted matrix reporting
line to local chief information ofﬁcers.
The Cyber Director has led cyber security in
Vodafone since 2015. Prior to joining Vodafone, the
Cyber Director was chief security ofﬁcer at a large
UK bank, after previously holding security and
technology audit leadership roles in ﬁnancial
services and the UK postal service. The Cyber
Director is an independent advisor for a large UK
retail company, a member of the UK Cabinet Ofﬁce
National Cyber Advisory Board and holds several
other industry advisory and committee roles.
Our broader cyber leadership team has signiﬁcant
cyber security and technology risk experience
across business sectors including
telecommunications, ﬁnancial services and
professional services.
The cyber security leadership team reviews
detailed metrics monthly covering security
controls status, updates about the threat
landscape, and speciﬁc key risk indicators (‘KRIs’)
for our most important controls. Examples of KRIs
include results of independent network testing by
third parties, vulnerability management, patching,
hardening and endpoint security status, and
incident metrics. Internal reporting provides
a detailed view of progress and risk reduction.
If markets are consistently not achieving
targets, they are expected to have plans in
place to recover.
Quarterly summary management reporting is
provided to the technology leadership team and
Executive Committee. This is supplemented by
monthly control status reports which track targets
and are discussed in regular meetings with local
market leadership teams.
The top level Cyber and Information Security
policy is approved annually by the CTO. Risk
governance is provided by a quarterly Cyber Risk
Council meeting, chaired by the Head of Cyber
Governance Risk and Control, and attended by the
Cyber Director, the Cyber leadership team and
cyber security leaders from each market. The
meeting reviews and approves detailed cyber
policies and standards, monitors cyber risk and
threat, and oversees key strategic programmes.
Cyber security risk is also reported to and
monitored by more senior committees including
the Technology Audit and Risk Committee, chaired
by Internal Audit and the Vodafone Group Risk
and Compliance committee, chaired by the Chief
Financial Ofﬁcer (‘CFO’). The Cyber Director
attends both of those committees to provide
updates as required.
Board
The Group Audit and Risk Committee (‘ARC’) is the
responsible committee for the oversight of risks
from cyber security threats. The Committee
receives updates from Internal Audit throughout
the year. The ARC reviews the risk tolerance, risk
position and mitigating actions for each principal
risk of the company, including cyber threat.
In addition, the Committee reviews cyber risk
based on papers and presentation from the CTO
and Cyber Director. The report collates the data
that covers all local markets’ security status. The
paper also typically includes threat landscape,
incidents, security position, residual risk, strategy
and programme progress across the Company.
The Chair of the Board’s Audit and Risk Committee
is the Senior Independent Director of the Board.
A former CEO at a UK ﬁnancial services company,
he has signiﬁcant experience of overseeing
technology and cyber issues.
Cyber security is also discussed at the Board
Technology Committee which assists the Board by
overseeing how technology underpins company
strategy. In total, Cyber topics were covered three
times at Board-level committees in FY25.
Read more about the Audit and Risk Committee’s oversight
of cyber security on pages
86
to
91
Culture, training and awareness
Training and awareness
Our cyber security awareness approach is to
educate our employees to protect themselves and
our customers from cyber threats. Cyber security
training is mandatory as part of our Doing What’s
Right programme. The training module is designed
by the cyber security team to inform employees
of key threats and how to avoid them. The cyber
leadership team are actively involved in shaping
the approach and in speciﬁc employee
communication. The corporate security function
lead on all employee security training and they
deliver the programme and materials. If the
employee fails the knowledge check which is part
of the training, they are required to retake the full
cyber security training module. A training manual
Find out more
Click or scan for more information:
–
Watch our Chair of the Technology Committee
talk more about his role
investors.vodafone.com/videos
has been produced for non-employees, so they
also receive the same level of awareness. Training
on cyber security is also included in our induction
process for new employees. We track completion
rates to ensure every employee completes the
mandatory training.
Read more about our approach to mandatory
Doing What’s Right training on page
42
Cyber security training is reinforced by regular
digital communications delivered via our internal
social media platform, through videos and
webinars. When new threats arise or become more
prevalent we provide targeted advice. Examples
include reminders on the use of multi-factor
authentication and not to share credentials.
We perform phishing simulations across all
markets and functions to raise awareness and train
employees. We target at least two exercises per
market or function per year. We also run multi-
market simulations to allow us to compare
responses consistently – these simulations
cover European and African markets and Group
functions. Those who click on the link in the
phishing message or share their credentials
receive immediate training.
We have continued to undertake incident
simulations for local executive committees.
In the last year we have covered seven markets
including the UK, Albania, Czechia, Ireland,
Romania, Portugal and Türkiye. The simulations
provide CEOs and their teams a realistic and
tailored experience of managing a cyber incident
and exercising their responsibilities in accordance
with our common approach.
Growing our skills
We enable employees in our cyber teams to
maintain and grow their skills to better protect our
customers. Our company learning platform hosts
cyber training on technical topics, platforms and
frameworks. Employees can study towards
recognised information security and cyber
certiﬁcations aligned to their learning plans.
52
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Our approach
continued
Since 2020 we have organised twice yearly
Cyber Connect events for our entire global
cyber security team. The events include a recap
of our strategy and achievements, messages from
senior leadership, external industry speakers,
collaborative breakout groups and technical track
sessions to learn about cyber topics and best
practice. We use technology to enable a hybrid
experience with some attending in ofﬁces and
some remote.
The Cyber Code
The Vodafone Cyber Code has been designed to
simplify and explain basic security controls and
procedures to all employees. The Cyber Code is
embedded in our Code of Conduct and is the
cornerstone of how we expect all employees to
behave when it comes to best practice in cyber
security. It consists of seven areas where
employees must follow good security practice.
Click to read more about Vodafone’s Cyber Code in
our Code of Conduct:
vodafone.com/code-of-conduct
Threats and incidents
Threat landscape and intelligence
An important part of our operating model is
to gather intelligence and insights in order to
assess threats and drive action. The cyber threat
landscape continues to be volatile across all
sectors, with wide-ranging threat actors. Our cyber
security team use industry and external analysis to
help shape our controls and procedures, and drive
actions. When speciﬁc vendor or new high impact
vulnerabilities are reported, we drive global
remediation across Vodafone.
Geopolitical instability, conﬂict and tensions are
leading to an increase in cyber threats from
state-backed and criminal threat actors.
Telecommunications companies continue to be
the target of state-backed actors, often to conduct
government oriented or general espionage.
Cross-industry and government collaboration is a
key part of mitigating the evolving cyber threats.
Ransomware and data extortion attacks are
common to companies of all sizes. Based on
public reporting, some companies are paying
ransoms, perpetuating the threat.
Attackers are increasingly trying to log in, rather
than hack in. Living off the land attacks rely on the
same techniques used to manage access systems
that are used widely by everyone. Detection
of these attacks is more challenging. Social
engineering methods are a common means for
attackers to gain access. New technologies such
as AI are enhancing techniques such as voice
phishing and deep fakes. Harvested credentials
continue to be sought and shared by threat actors.
Attackers can target executives following media
announcements and public reporting.
The speed of vulnerability exploitation is very fast
and common. We have seen continued attacks
against our suppliers, and we expect this trend
will continue.
Cyber operations and incidents
As a global connectivity provider, we see a range
of cyber threats. We use our layers of controls to
identify and mitigate threats in order to reduce
business or customer impact. Our global security
operations capability handles billions of events
and logs from sensors across our footprint,
detecting potential threats and events. Low
severity issues are dealt with quickly, for example
by malware containment or isolating an individual
device. More signiﬁcant events are triaged to our
24/7 incident management and response team.
We operate a single global team and capability.
Where a security incident occurs, we have a
consistent incident management framework to
manage our response and recovery. The focus
of our incident responders is always fast risk
mitigation and customer security.
In the event of a cyber breach we disclose it to the
relevant authorities according to local or global
regulations and laws. This may include law
enforcement as well as regulators. Risk
assessment of the threat actor, incident nature
and potential impact to customers is important
to determine the approach to disclosure. The
European Union’s GDPR provides a framework for
notifying customers in the event there is a loss of
customer data because of a data breach, and this
framework is a baseline across all our markets.
Our data privacy ofﬁcers are a key part of the
response where incidents impact personal data.
We will also make a market disclosure according
to SEC requirements if the relevant materiality
threshold is met.
We classify security incidents on a scale according
to severity, measured by potential business and
customer impact. The highest severity category
of event is called Severity 0 down to the lowest
Severity 4. Severity 0 corresponds to a potentially
signiﬁcant data breach or loss of service caused
by the incident. If a Severity 0 incident occurs, we
notify the Executive Committee, the Board and
external auditors and provide regular updates.
A crisis group is formed composed of relevant
senior management who oversee the response.
SEC requirements have been incorporated into our
incident management process. In the event of a
Severity 0 incident, the crisis group would decide
whether a recommendation to the Disclosure
Committee (composed of the CFO and General
Counsel, among other functional leaders) is
warranted. The Committee would decide if a market
disclosure is necessary for materiality reasons, that
would also trigger disclosure to the SEC.
Our total S1 and S2 incident volumes in FY25 were
down by 29%, of which 9% is due to not reporting
Spain and Italy incidents post divestment. Last
year, we reported on the proportion of incidents at
suppliers and third parties. In FY25, this proportion
incidents were attackers exploiting weak
credentials, social engineering, denial of service
events and vulnerabilities being rapidly exploited.
When incidents are closed, we complete a
post-incident review to learn the lessons from
the incident, including the root cause and any
improvements needed.
Cyber insurance is an important part of our risk
management and mitigation approach. Vodafone
holds cyber liability insurance alongside business
interruption and professional indemnity policies.
Should a serious cyber event occur, we could
recover the costs in whole or in part through
these policies.
Click to read more about how we manage risks
from technology disruptions in our SASB disclosure:
investors.vodafone.com/sasb
Asset resilience
In the context of international networks, current
geopolitical instability poses signiﬁcant challenges
to network stability. Telecommunications
networks face bottlenecks, such as the Red Sea,
where multiple cables converge. As the frequency
of cable cuts increases, whether due to accident or
acts of sabotage, a greater level of resilience is
required. To mitigate these risks, Vodafone is
committed to collaborating with partners to
develop and implement new systems and increase
diverse routes that enhance resilience. Combined
with robust disaster recovery processes and our
Instant Network solution from Vodafone
Foundation, we aim to minimise the loss of
essential telecommunications services even
during crises such as the recent adverse weather
events in Europe.
In Africa, vandalism and theft are prevalent issues
impacting how we service our customers. The
resale value of copper, batteries, and fuel drives
much of the theft. These thefts and acts of
vandalism hinder our ability to effectively roll out
decarbonisation solutions. To manage this risk,
Vodacom has deployed advanced surveillance
systems and is working with private security
companies to mitigate the impact.
Vodafone Group Plc
Annual Report 2025
53
Strategic report
Governance
Financials
Other information
Non-ﬁnancial information
External ESG assurance
Ernst & Young LLP has provided independent limited assurance over selected data within our ESG Addendum and this report, using the assurance standards
ISAE (UK) 3000 for selected ESG data. Ernst & Young LLP has issued an unqualiﬁed opinion over the selected data and their full assurance statement, along with
the reporting criteria, is available on our website at
investors.vodafone.com/esgaddendum
.
The data subject to Ernst & Young LLP’s assurance is detailed below
Pillar
Metric
Unit
2025
Empowering People
5G population coverage (outdoor 1Mbps) in Europe
%
75
4G population coverage (outdoor 1Mbps) in Africa
%
76
4G population coverage (outdoor 1Mbps) in Türkiye
%
97
Customers connected to our ﬁnancial inclusion services
million
77.1
Protecting the Planet
Total Scope 1 GHG emissions
million tonnes CO
2
e
0.27
Total Scope 2 GHG emissions (location-based)
million tonnes CO
2
e
2.07
Total Scope 2 GHG emissions (market-based)
million tonnes CO
2
e
0.01
Total GHG emissions: Scope 1 and Scope 2 (location-based)
million tonnes CO
2
e
2.34
Total GHG emissions: Scope 1 and Scope 2 (market-based)
million tonnes CO
2
e
0.28
Total Scope 3 GHG emissions
million tonnes CO
2
e
7.09
Percentage of purchased electricity used and matched with renewable sources
%
100
Maintaining Trust
Percentage of women in management and senior leadership roles
%
36
Notes:
1. Ernst & Young LLP have assured the KPIs listed above for our total operations.
2.
With the exception of the metrics outlined in the assurance table above, the information contained within the Purpose section (pages
30
to
52
) has not been independently veriﬁed or assured. While all reasonable care
has been taken to ensure the accuracy of the data, Vodafone has not arranged for independent veriﬁcation or assurance of the data with respect to its accuracy or completeness. Our FY25 ESG Addendum Methodology
document includes further information with regard to reporting methodologies for certain metrics:
investors.vodafone.com/esgmethodology
.
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 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
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
Vodafone Group Plc
Annual Report 2025
55
Strategic report
Governance
Financials
Other information
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.
Board/Audit and Risk Committee
–
Provide oversight for Vodafone Group
–
Discuss, challenge and make a robust assessment of principal and emerging risks
–
Embed appropriate risk culture throughout the organisation
Assurance
functions
Review and
provide assurance
over selected
controls for
the Group and
local markets
Internal audit
Supports the
Audit and Risk
Committee
in reviewing the
effectiveness of
the global risk
management
framework and
management of
individual risks
Risk and Compliance
Committee
–
Reviews principal, watchlist
and emerging risks
–
Reviews effectiveness
of risk management
across the Group
Group risk team
–
Responsible for the
application of the global
risk management
framework
–
Supports the Board/ExCo
by creating programmes to
strengthen our risk culture
Group risk owners
–
ExCo risk owners have
the accountability and
responsibility for the
management of the
risks assigned to them
–
Risk champions identify
and implement
mitigating actions
Local oversight committees
Provide oversight for the local risk management programme
Discuss, challenge, and make a robust assessment of the local risks and signiﬁcant operational risks
Local market CEOs
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 by
the global risk management framework
Vodafone
Group
Local
markets
or Group
entities
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.
Overview of the risk governance structure
56
Vodafone Group Plc
Annual Report 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, 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 as well as evolving
ones based on new technologies such as satellite, Artiﬁcial Intelligence (‘AI’) and the future use
of quantum computing.
Vodafone Group Plc
Annual Report 2025
57
Strategic report
Governance
Financials
Other information
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 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.
Vodafone Group Plc
Annual Report 2025
59
Strategic report
Governance
Financials
Other information
Principal risks and uncertainties
continued
Long-term viability statement (‘LTVS’)
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 adjusted
EBITDAaL 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.
Long-term viability statement
Directors conﬁrm that they have a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over the three-year period
Viability results from comparing the cash impact of severe but plausible scenarios to the available headroom,
considering additional liquidity options
Quantiﬁcation of the cash impact
of combined scenarios where
multiple risks materialise
across one or more markets,
over the three-year period
Combined scenario
Severe but plausible scenarios
modelled to quantify the
cash impact of an individual
principal risk materialising
over the three-year period
Principal risks
Sensitivity analysis to assess
the level of decline in performance
that the Group could withstand,
if a black swan event
were to occur
Sensitivity analysis
Headroom
is calculated using cash, cash equivalents and other available facilities, at year end
Long-Range Plan
is the three-year forecast approved by the Board on an annual basis,
used to calculate cash position and headroom
Assessment of viability
Outlook, strategy and business model
Outlook of possible long-term scenarios expected in the sector and the Group’s current position to face them.
Assessment of the key principal risks that may inﬂuence the Group’s long-term prospects.
Articulation of the main levers in the Group’s strategy and business model to sustain value creation
Assessment of prospects
60
Vodafone Group Plc
Annual Report 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
to
91
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.
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.
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.
Vodafone Group Plc
Annual Report 2025
61
Strategic report
Governance
Financials
Other information
Climate-related risk
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
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.
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.
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.
TCFD recommendations
Governance
Progress
Read more
a. Describe the Board’s oversight of climate-related risks and opportunities
C
page
61
b. Describe management’s role in assessing and managing climate-related risks
and opportunities
C
page
61
Strategy
a. Describe the climate-related risks and opportunities the organisation has
identiﬁed over the short, medium and long term
C
page
62
b. Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy and ﬁnancial planning
C
page
63
c. Describe the resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2°C or lower scenario
C
page
63
Risk management
a. Describe the organisation’s processes for identifying and assessing
climate-related risks
C
page
65
b. Describe the organisation’s processes for managing climate-related risks
C
page
65
c. Describe how processes for identifying, assessing and managing climate-related
risks are integrated into the organisation’s overall risk management
C
page
64
Metrics and targets
a. Disclose the metrics used by the organisation to assess climate-related risks
and opportunities in line with its strategy and risk management process
C
page
66
b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 emissions,
and the related risks
C
page
66
c. Describe the targets used by the organisation to manage climate-related risks
and opportunities and performance against targets
PC
page
66
Key
C
Consistent with the TCFD recommendations
PC
Partially consistent with the TCFD recommendations
62
Vodafone Group Plc
Annual Report 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.
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.
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.
Vodafone Group Plc
Annual Report 2025
63
Strategic report
Governance
Financials
Other information
Climate-related risk
continued
Our scenario analysis
Scenarios
Description
1.5°C Paris-
aligned scenario
–
Global decarbonisation trajectory and policies implemented in line with achieving
1.5°C pathway by 2100.
–
Uses Representation Concentration Pathway (‘RCP’) 2.6 Economic constraints
aligned to Shared Socioeconomic Pathway 2 (‘SSP2’).
2°C scenario
Paris upper limit
scenario
–
Global decarbonisation trajectory to the upper limit of the Paris agreement.
–
Assumes Nationally Determined Contributions (‘NDCs’) are successfully delivered up
to 2030. Post-2030, cost-effective emissions reduction measures are implemented.
–
Uses RCP 4.5 (averaged between RCP 2.6 and RCP 8.5). Economic constraints
aligned to SSP2.
4°C business-as-
usual scenario
–
Emissions continue to increase in line with current business-as-usual pathway, with
no further climate policy intervention.
–
Uses RCP 8.5. Economic constraints aligned to SSP2.
Time horizon
Physical scenarios
Link to business-planning horizons
Short term
0 to 3 years (to 2028)
Aligns with our enterprise risk management framework and
long-range business-planning cycle.
Medium term
3 to 5 years (to 2030)
Aligned with timeframes used for internal planning purposes.
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.
Category
Description
Our scenario analysis approach
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.
Quantitative scenario analysis
of physical risks to Vodafone
infrastructure assets by region
(2025).
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.
Quantitative scenario analysis of
transition risks at a global level
(2025).
Opportunities
A shifting business landscape in a net
zero world opens new market and
investment opportunities.
High-level qualitative scenario
analysis only (2024).
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 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.
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.
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.
Vodafone Group Plc
Annual Report 2025
65
Strategic report
Governance
Financials
Other information
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.
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.
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.
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.
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.
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.
Click to read Vodacom Group’s latest TCFD report:
vodacom.com/reporting-centre.php
66
Vodafone Group Plc
Annual Report 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.
Read more about our climate metrics and targets in the
Protecting the Planet section on pages
34
to
38
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.
Read more about how ESG is incorporated into our
Remuneration Policy on page
105
Click to read more about our ESG Addendum,
including how we measure carbon enablement:
investors.vodafone.com/esgaddendum
Read more about our approach to enablement on our website:
vodafone.com/enablement
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.
Vodafone Group Plc
Annual Report 2025
67
Strategic report
Governance
Financials
Other information
Governance at a glance
Leadership, governance and engagement
The Board continues to champion best practice for independence
and ethnic diversity and keeps the balance of skills, knowledge and
experience on the Board under regular review.
Note: As at 31 March 2025.
0–3 years
4–6 years
7–10 years
Tenure
3
1
9
Independent
Independent NED Chair
Executive
Non-independent
Independence
2
1
9
1
Male
Female
Gender diversity
5
8
Senior Board positions
Chair
Senior Independent Director
Chief Financial Ofﬁcer
Chief Executive
Male
Female
Skills and expertise of Non-Executive Directors
2
5
6
9
3
7
3
Consumer
goods and
services/
marketing
Environmental,
social and
governance
Political
regulatory
Technology/
telecoms
Media
Emerging
markets
Finance
White
Ethnically diverse
Ethnicity
2024
2025
2023
2022
2021
2020
2019
2017
2016
2018
11
1
11
1
11
1
10
2
2
2
11
1
10
1
10
10
11
1
12
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
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
.
68
Vodafone Group Plc
Annual Report 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
Vodafone Group Plc
Annual Report 2025
69
Strategic report
Governance
Financials
Other information
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.
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 2025
Strategic report
Governance
Financials
Other information
Governance
Our governance structure
Our governance structure facilitates effective decision-making and supports the successful delivery of our strategy.
The Board
Responsible for the overall conduct of the Group’s business including:
our long-term success; setting our purpose; monitoring culture and how it has
been embedded; monitoring our values, standards and strategic objectives; reviewing our
performance; and maintaining positive dialogue with our stakeholders.
The Board has established ﬁve formal Committees to focus on speciﬁc areas.
Audit and Risk
Committee
Nominations
and
Governance
Committee
Remuneration
Committee
ESG
Committee
Technology
Committee
Click to read more about the responsibilities of each Board Committee:
vodafone.com/board-committees
Executive Committee
Focuses on strategy implementation, ﬁnancial and competitive
performance, commercial and technological developments,
succession planning and organisational development.
The Committee has established a number of additional
management committees including:
CEO/CFO
Risk &
Compliance
Committee
ESG and
Reputation
Steering
Committee
AI Governance
Board
Simplicity
Board
Disclosure
Committee
Capital
Decision Board
Business
Decision Board
National
Security
Committee
Entities
Nominations
Committee
Click to read more about the Executive Committee:
vodafone.com/exco
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.
A summary of each role can be found on page
71
Biographies of Board members can be found on pages
73–76
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.
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.
Biographies of the Executive Committee can be found
on page
77
Vodafone Group Plc
Annual Report 2025
71
Strategic report
Governance
Financials
Other information
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.
Read more on pages
86–91
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.
Read more on pages
83–85
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.
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.
Read more on page
93
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.
Read more on page
92
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.
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.
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.
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.
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.
National
Security
Committee
–
Oversees the capabilities to deliver on sensitive contracts where there are
potential UK national security implications.
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.
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.
Management Committee roles
72
Vodafone Group Plc
Annual Report 2025
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
Strategic report
Governance
Financials
Other information
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.
Committee key
A
Audit and Risk Committee
E
ESG Committee
N
Nominations and Governance Committee
R
Remuneration Committee
T
Technology Committee
Committee Chair
Member
Read full biographies
vodafone.com/board
Jean-François van Boxmeer
N
E
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
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
A
N
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.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
73
Strategic report
Governance
Financials
Other information
Governance
continued
Our Board
continued
Committee key
A
Audit and Risk Committee
E
ESG Committee
N
Nominations and Governance Committee
R
Remuneration Committee
T
Technology Committee
Committee Chair
Member
Read full biographies
vodafone.com/board
Stephen A. Carter CBE
N
T
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
A
N
R
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
Simon Dingemans
A
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
N
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.
74
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Strategic report
Governance
Financials
Other information
Governance
continued
Our Board
continued
Committee key
A
Audit and Risk Committee
E
ESG Committee
N
Nominations and Governance Committee
R
Remuneration Committee
T
Technology Committee
Committee Chair
Member
Read full biographies
vodafone.com/board
Delphine Ernotte Cunci
R
T
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
A
T
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
Maria Amparo Moraleda Martinez
R
E
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
A
E
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
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
75
Strategic report
Governance
Financials
Other information
Governance
continued
Our Board
continued
Simon Segars
E
T
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
Committee key
A
Audit and Risk Committee
E
ESG Committee
N
Nominations and Governance Committee
R
Remuneration Committee
T
Technology Committee
Committee Chair
Member
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
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.
Read full biographies
vodafone.com/board
76
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Strategic report
Governance
Financials
Other information
Governance
continued
Our Executive Committee
Biographical details of the Executive Committee, as at 3 June 2025 are provided below.
Committee key
DC
Disclosure Committee
RC
Risk and Compliance Committee
ER
ESG and Reputation Steering Committee
AI
AI Governance Board
SB
Simplicity Board
CD
Capital Decision Board
BD
Business Decision Board
NS
National Security Committee
EN
Entities Nominations Committee
Committee Chair
Member
Margherita Della Valle
BD
Group Chief Executive
Read more about the Group Chief Executive on page
73
Luka Mucic
RC
CD
SB
BD
DC
Group Chief Financial Ofﬁcer
Read more about the Group Chief Financial Ofﬁcer on page
73
Maaike de Bie
DC
AI
RC
CD
ER
Group General Counsel and
Company Secretary
Read more about the Group General Counsel and Company
Secretary on page
76
Ahmed Essam
SB
BD
AI
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
BD
SB
ER
AI
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
NS
AI
ER
SB
BD
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
CD
BD
ER
SB
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
SB
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
EN
SB
AI
RC
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
ER
RC
CD
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.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
77
78
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Governance
continued
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.
Vodafone Group Plc
Annual Report 2025
79
Strategic report
Governance
Financials
Other information
Governance
continued
Board activities and key areas of focus during the year
Our Board is responsible for the
overall leadership of the Group and,
throughout the year, Board activities
and discussion focused on the
implementation of the Company’s
strategic transformation 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.
Read more about Vodafone’s key stakeholders and how the
Board has engaged with them during the year on pages
11–13
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 more about the implementation of our
strategic transformation on pages
8–9
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
80
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Governance
continued
Board activities and principal decisions
continued
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 net debt. 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.
Vodafone Group Plc
Annual Report 2025
81
Strategic report
Governance
Financials
Other information
Governance
continued
Board activities and principal decisions
continued
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.
Read more about how the Board engaged with investors during
the year on page
13
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.
Read more about our internal control framework, risk
management and effectiveness on page
89–90
and the
Audit and Risk Committee deep-dives on page
87
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.
Read more about Simon Dingemans’ appointment
in the Nominations and Governance Committee report
on page
83–84
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.
Read more about employee voice on pages
12
and
14
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.
Read more about inclusion on pages
15 –16
The Board diversity policy is reviewed on an
annual basis.
Read more about our Board diversity policy on page
85
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.
Read more about our Modern Slavery Statement:
vodafone.com/modern-slavery-statement
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.
82
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Governance
continued
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.
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.
Vodafone Group Plc
Annual Report 2025
83
Strategic report
Governance
Financials
Other information
Governance
continued
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.
Chair
Jean-François van Boxmeer
Members
Stephen A. Carter CBE
Michel Demaré
Hatem Dowidar
David Nish
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.
The attendance at Committee meetings can be found
on page
76
Find out more
Click or scan to watch our Non-Executive
Directors explain their role:
investors.vodafone.com/videos
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.
Read more on Simon’s background on page
74
and onboarding on page
84
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.
Read more on Anne-Françoise Nesmes background on page
76
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.
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.
84
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Governance
continued
Nominations and Governance Committee
continued
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
–
Continued review of Board and Committee
composition, tenure and onboarding;
–
Senior leadership talent, succession, and
onboarding; and
–
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.
Vodafone Group Plc
Annual Report 2025
85
Strategic report
Governance
Financials
Other information
Governance
continued
Nominations and Governance Committee
continued
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.
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.
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.
Read more on Senior Leadership Team diversity on page
16
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
Target
Progress
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.
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.
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 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.
Chair and ﬁnancial expert
David Nish
Members
Michel Demaré
Simon Dingemans (appointed on 1 January 2025)
Deborah Kerr
Christine Ramon
The attendance at Committee meetings
can be found on page
76
Key responsibilities
The responsibilities of the Committee are to:
–
Monitor the integrity of the ﬁnancial statements,
including the review of signiﬁcant ﬁnancial
reporting judgements;
–
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;
Find out more
Click or scan to watch our Non-Executive
Directors explain their role:
investors.vodafone.com/videos
–
Review and monitor the external auditor’s
independence and objectivity and the
effectiveness of the external audit;
–
Review the system of internal ﬁnancial control
and compliance with section 404 of the US
Sarbanes-Oxley Act;
–
Monitor the activities and review the
effectiveness of the Internal Audit function;
–
Monitor the Group’s risk management system,
review of the principal risks and the
management of those risks; and
–
Review and provide advice to the Board on the
approval of the Group’s US Annual Report on
Form 20-F.
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:
–
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;
–
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;
Read more about cyber security on pages
48
to
52
–
At the September 2024 and March 2025
meetings, we considered the anticipated
ﬁnancial reporting matters impacting the
half-year and year-end reporting; and
–
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.
–
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.
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.
Read more about the skills and experience of
Committee members on pages
73
to
76
Vodafone Group Plc
Annual Report 2025
87
Strategic report
Governance
Financials
Other information
Governance
continued
Audit and Risk Committee
continued
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.
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.
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.
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.
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.
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:
–
The quality and acceptability of accounting
policies and practices;
–
Providing advice to the Board on the form and
basis underlying the long-term viability statement;
–
Material areas in which signiﬁcant judgements
have been applied or where signiﬁcant issues
have been discussed with the external auditor;
–
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;
–
The clarity of the disclosures and compliance
with ﬁnancial reporting standards and relevant
ﬁnancial and governance reporting
requirements; and
–
Any correspondence from regulators in relation
to our ﬁnancial reporting.
Accounting policies and practices
The Committee received reports from
management in relation to:
–
The identiﬁcation of critical accounting
judgements and key sources of estimation
uncertainty, including the impact of climate
change on the consolidated ﬁnancial
statements;
–
Signiﬁcant accounting policies; and
–
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 2025
Strategic report
Governance
Financials
Other information
Governance
continued
Audit and Risk Committee
continued
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
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.
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
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.
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.
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.
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.
Vodafone Group Plc
Annual Report 2025
89
Strategic report
Governance
Financials
Other information
Governance
continued
Audit and Risk Committee
continued
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:
–
Annual review of corporate reporting;
–
Annual review of corporate governance reporting;
–
Thematic reviews on existing disclosure
requirements for (i) Offsetting in the ﬁnancial
statements, and (ii) IFRS 17 ‘Insurance
Contracts’; and
–
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 2025
Strategic report
Governance
Financials
Other information
Governance
continued
Audit and Risk Committee
continued
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.
Vodafone Group Plc
Annual Report 2025
91
Strategic report
Governance
Financials
Other information
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 Auditor’s report on pages
119
to
126
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
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 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;
Find out more
Click or scan for more information on:
– The Chair of the Technology Committee
explains his role
investors.vodafone.com/videos
–
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.
Vodafone Group Plc
Annual Report 2025
93
Strategic report
Governance
Financials
Other information
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
Find out more
Click or scan to watch our Non-Executive
Directors explain their role:
investors.vodafone.com/videos
–
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 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.
Vodafone Group Plc
Annual Report 2025
95
Strategic report
Governance
Financials
Other information
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
.
Fixed Remuneration
Annual Bonus: GSTIP
Long-term Incentive
CEO
CFO
£3,000
£2,000
£1,000
£0
£4,000
£5,000
1,866
890
976
4,564
1,668
1,464
1,432
96
Vodafone Group Plc
Annual Report 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.
–
2022 long-term incentive award
vesting and 2025 targets/ranges.
–
External market update.
–
2024 Directors’ Remuneration
Report.
–
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
–
Share plan update.
–
UK pay gap reporting.
March 2025
–
Risk assessment of incentive plans
–
Remuneration arrangements
across Vodafone.
–
2025 Directors’ Remuneration
Report.
–
Chair and Non-Executive Director
fee levels.
–
2026 reward packages for the
Executive Committee.
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 (audited)
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.
Vodafone Group Plc
Annual Report 2025
97
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration
2025 annual bonus (‘GSTIP’) payout (audited)
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
performance
level
€bn
Target
performance
level
€bn
Maximum
performance
level
€bn
Actual
performance
level
1
€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%
See overleaf for further details
Net promoter score
40.0%
25.7%
12.9%
Churn
20.0%
11.9%
5.9%
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 2025
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration
continued
Long-term incentive (‘GLTI’) award vesting in July 2025 (audited)
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.
40
60
80
100
120
140
160
03/22
03/25
09/22
03/23
09/23
03/24
09/24
Vodafone Group
Median of peer group
Outperformance of median 8.5% p.a.
100
95
106
102
75
87
96
69
113
100
115
140
148
98
115
117
65
72
72
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.
Vodafone Group Plc
Annual Report 2025
99
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration
continued
Long-term incentive (‘GLTI’) awarded during the year (audited)
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 (audited)
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 2025
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration
continued
Alignment to shareholder interests (audited)
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.
3.6m
31/03
2025
31/03
2024
Goal
Actual
31/03
2025
Actual
31/03
2024
Illustrative
20% SP
decrease
Illustrative
20% SP
increase
4.1m
400%
377%
322%
302%
452%
Luka Mucic (as at 31 March 2025)
Actual holding
(number of shares)
Holding scenario
(%of salary)
Goal deadline:
September 2028
14%
increase
31/03
2025
31/03
2024
Goal
Actual
31/03
2025
Actual
31/03
2024
Illustrative
20% SP
decrease
Illustrative
20% SP
increase
32%
increase
4.2m
3.2m
500%
234%
172%
187%
280%
Margherita Della Valle (as at 31 March 2025)
Actual holding
(number of shares)
Holding scenario
(%of salary)
Goal deadline:
April 2028
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 (audited)
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
performance
conditions
(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 27 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.
Vodafone Group Plc
Annual Report 2025
101
Strategic report
Governance
Financials
Other information
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
Awarded: July 2022/February 2023
Performance period ending: March 2025
Vesting date: July 2025
Share price at grant: 122.4 pence
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
Performance period ending: March 2027
Vesting date: July 2027
Share price at grant: 73.1 pence
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 (audited)
Other than amounts already disclosed in prior year reports, no loss of ofﬁce payments were made during the year.
Payments to past Directors (audited)
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 (audited)
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
Annual Report on Remuneration
continued
102
Vodafone Group Plc
Annual Report 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.
2025
2024
1,797
2,433
5,522
6,246
Distributed by way of dividends
Overall expenditure on
remuneration for all employees
€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.
Vodafone Group Plc
Annual Report 2025
103
Strategic report
Governance
Financials
Other information
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
Vodafone Group
STOXX Europe
600 Index
Mar ’24
Mar ’23
Mar ’22
Mar ’21
Mar ’20
Mar ’19
Mar ’18
Mar ’17
Mar ’16
Mar ’15
Mar ’25
60
80
100
120
140
160
180
200
220
187
174
150
144
132
96
110
103
103
100
88
89
85
67
56
72
73
54
49
56
96
104
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Annual Report on Remuneration
continued
LTI average 42%
Annual bonus
average 58%
2024
2023
2022
2021
2020
2019
2018
2017
2016
2025
Financial year remuneration for Chief Executive
Single ﬁgure of total
remuneration £’000
5,224
6,332
7,389
2,740
1
/1,619
2
3,529
3,551
4,173
3,507
3
/887
4
4,395
5
4,564
Annual bonus
(actual award versus max
opportunity)
58%
47%
64%
44%
52%
62%
69%
56%
71%
59%
Long-term incentive
(vesting versus max
opportunity)
23%
44%
67%
40%
50%
22%
26%
53%
49%
43%
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)
LTI average 42%
Annual bonus
average 58%
2024
2023
2022
2021
2020
2019
2018
2017
2016
2025
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
Vodafone Group Plc
Annual Report 2025
105
Strategic report
Governance
Financials
Other information
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 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:
Amparo Moraleda
On behalf of the Remuneration Committee
3 June 2025
Vodafone Group Plc
Annual Report 2025
107
Strategic report
Governance
Financials
Other information
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 2025
Strategic report
Governance
Financials
Other information
Remuneration Policy
continued
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.
Decisions are 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.
Vodafone Group Plc
Annual Report 2025
109
Strategic report
Governance
Financials
Other information
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 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.
Vodafone Group Plc
Annual Report 2025
111
Strategic report
Governance
Financials
Other information
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
Chief Financial Ofﬁcer
1,250
26
125
1,401
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.
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.
Salary, Benefits, and Pension
Annual Bonus
Long-Term Incentive
Maximum
(assuming 50%
share price growth)
Maximum
Mid-point
Fixed
£000
Margherita Della Valle
Group Chief Executive and Chief Financial Officer
22%
19%
59%
14%
25%
61%
10%
19%
71%
6,401
10,151
13,276
1,401
112
Vodafone Group Plc
Annual Report 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.
Vodafone Group Plc
Annual Report 2025
113
Strategic report
Governance
Financials
Other information
Our US listing requirements
As Vodafone’s American Depositary Shares are listed on The NASDAQ Global Select Market of the
NASDAQ Stock Market LLC (‘NASDAQ’), we are required to disclose a summary of any signiﬁcant
differences between the corporate governance practices we follow and those of US companies listed
on NASDAQ. Vodafone’s corporate governance practices are primarily based on UK requirements
but substantially conform to those required of US companies listed on NASDAQ.
The material differences are set out in the following table:
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.
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 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
page
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
.
Vodafone Group Plc
Annual Report 2025
115
Strategic report
Governance
Financials
Other information
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’).
Read more on pages
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 2025
Strategic report
Governance
Financials
Other information
Reporting on our ﬁnancial performance
Contents
117
Directors’ statement of responsibility
119
Independent auditor’s report to the members of Vodafone Group Plc
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
Company ﬁnancial statements of Vodafone Group Plc
206
Company statement of ﬁnancial position of Vodafone Group Plc
206
Company statement of changes in equity of Vodafone Group Plc
207
Notes to the Company ﬁnancial statements
207
1.
Basis of preparation
209
2.
Fixed assets
210
3.
Debtors
210
4.
Other investments
210
5.
Creditors
211
6.
Called-up share capital
211
7.
Share-based payments
211
8.
Reserves
211
9.
Equity dividends
212
10.
Contingent liabilities and legal proceedings
212
11.
Other matters
213
Non-GAAP measures (unaudited information)
222
Additional information (unaudited information)
Vodafone Group Plc
Annual Report 2025
117
Strategic report
Governance
Financials
Other information
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:
–
Select suitable accounting policies and apply
them consistently;
–
Make judgements and estimates that are
reasonable and prudent;
–
Present information, including accounting
policies, in a manner that provides relevant,
reliable, comparable and understandable
information;
–
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’);
–
State for the Company’s ﬁnancial statements
whether applicable UK accounting standards
have been followed; and
–
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:
–
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;
–
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
–
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
.
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 pages
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.
118
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
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:
–
Cash ﬂow forecasts with information taken from
the business planning process;
–
Bond and other debt maturities;
–
Completion of committed M&A transactions; and
–
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.
Controls over ﬁnancial reporting
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:
–
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.
During the year covered by this report, 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.
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. Furthermore, 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.
By order of the Board
Maaike de Bie
Group General Counsel and Company Secretary
3 June 2025
Directors’ statement of responsibility
continued
Vodafone Group Plc
Annual Report 2025
119
Strategic report
Governance
Financials
Other information
Independent auditor’s report to the members of Vodafone Group Plc
Opinion
In our opinion:
–
Vodafone Group Plc’s consolidated ﬁnancial statements and Parent company ﬁnancial statements
(the “ﬁnancial statements”) give a true and fair view of the state of the Group’s and of the Parent
company’s affairs as at 31 March 2025 and of the Group’s loss for the year then ended;
–
the consolidated ﬁnancial statements have been properly prepared in accordance with UK adopted
international accounting standards;
–
the Parent company ﬁnancial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
–
the ﬁnancial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
We have audited the ﬁnancial statements of Vodafone Group Plc (the ‘Parent company’ or ‘Company’)
and its subsidiaries (the ‘Group’) for the year ended 31 March 2025 which comprise:
Group
Parent company
Consolidated statement of ﬁnancial position as
at 31 March 2025
Company statement of ﬁnancial position as
at 31 March 2025
Consolidated income statement for the year
then ended
Company statement of changes in equity for the
year then ended
Consolidated statement of comprehensive
(expense) / income for the year then ended
Related notes 1 to 11 to the Company ﬁnancial
statements including material accounting policy
information
Consolidated statement of changes in equity
for the year then ended
Consolidated statement of cash ﬂows for the
year then ended
Related notes 1 to 33 to the ﬁnancial statements,
including material accounting policy information
The ﬁnancial reporting framework that has been applied in the preparation of the consolidated ﬁnancial
statements is applicable law and UK adopted international accounting standards. The ﬁnancial reporting
framework that has been applied in the preparation of the Company ﬁnancial statements is applicable
law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”
(United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the ﬁnancial statements section of our report. We believe that the audit
evidence we have obtained is sufﬁcient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and Parent company in accordance with the ethical requirements that
are relevant to our audit of the ﬁnancial statements in the UK, including the FRC’s Ethical Standard as
applied to listed public interest entities, and we have fulﬁlled our other ethical responsibilities in
accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the
Parent company and we remain independent of the Group and the Parent company in conducting the audit.
Conclusions relating to going concern
In auditing the ﬁnancial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the ﬁnancial statements is appropriate. Our evaluation of the
directors’ assessment of the Group and Parent company’s ability to continue to adopt the going
concern basis of accounting included:
–
conﬁrming our understanding of the directors’ going concern assessment process, including the
controls over the review and approval of the budget and long-range plan;
–
assessing the appropriateness of the duration of the going concern assessment period to 30 June 2026
(“the going concern assessment period”) and considering the existence of any signiﬁcant events or
conditions beyond this period based on our procedures on the Group’s long-range plan and knowledge
arising from other areas of the audit;
–
verifying inputs against board-approved forecasts and debt facility terms and reconciling the opening
liquidity position to the balance sheet at 31 March 2025;
–
reviewing borrowing facilities to conﬁrm both their availability to the Group and the forecast debt
repayments through the going concern assessment period and to validate that there are no ﬁnancial
covenants in relation to any of the borrowing facilities;
–
understanding and evaluating the appropriateness of management’s model, including testing
the assessment, including forecast liquidity, for clerical accuracy;
–
challenging whether sensitivities in respect of potential downside scenarios were reasonable and
appropriately severe, in light of the Group’s relevant principal risks and uncertainties and our own
independent assessment of those risks;
–
evaluating management’s historical forecasting accuracy and the consistency of the going concern
assessment with information obtained from other areas of the audit, such as our audit procedures
on the long-range plans, which underpin management’s goodwill impairment assessments and
our procedures in relation to the businesses classiﬁed within discontinued operations;
–
evaluating the impact of the subsequent event relating to the merger with Three UK and Vodafone
UK on the Group’s net debt and forecast cash ﬂows;
–
evaluating the identiﬁed mitigating actions available to respond to a severe downside scenario,
and whether those actions are feasible and within the Group’s control;
–
reviewing management’s reverse stress test to understand how severe conditions would have to be
to breach liquidity and whether the required reduction in proﬁtability metrics has no more than
a remote possibility of occurring when compared to current performance and forecasts;
–
performing independent sensitivity analysis on management’s assumptions, including applying
incremental adverse cashﬂow sensitivities. These sensitivities included the impact of certain severe
but plausible scenarios, evaluated as part of management’s work on the Group’s long-term viability
materialising within the going concern assessment period; and
–
reviewing the Group and Parent company’s going concern disclosures included on page
117
of the
Annual Report to assess that the disclosures are consistent with the basis upon which the Board have
concluded, and in conformity with the reporting standards.
120
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Independent auditor’s report to the members of Vodafone Group Plc
continued
Our key observations
–
The directors’ assessment forecasts that the Group will maintain sufﬁcient liquidity throughout the
going concern assessment period. This included the scenario of non-reﬁnancing of certain debt
maturities in the assessment period and also the continuing availability of the Group’s €7.8 billion
revolving credit facilities, undrawn as at 31 March 2025.
–
Furthermore, management’s reverse stress test to model the extent of reduction in proﬁtability
compared to forecasts required to breach liquidity during the going concern assessment period
is considered by management to have only a remote possibility of occurring.
–
The controllable identiﬁed mitigating actions available to increase liquidity over the going concern
assessment period were not modelled by management due to the level of headroom in the directors’
assessment forecasts.
Based on the work we have performed, we have not identiﬁed any material uncertainties relating
to events or conditions that, individually or collectively, may cast signiﬁcant doubt on the Group and
Parent company’s ability to continue as a going concern for a period from when the ﬁnancial statements
are authorised for issue to 30 June 2026.
In relation to the Group and Parent company’s reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the ﬁnancial statements about whether the directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report. However, because not all future events or conditions can be
predicted, this statement is not a guarantee as to the Group’s ability to continue as a going concern.
Overview of our audit approach
Audit scope
–
We performed an audit of the complete ﬁnancial information of 7 components
and audit procedures on speciﬁc balances for a further 6 components.
We also performed speciﬁed audit procedures on certain accounts on 3
additional components.
–
We performed certain central procedures on ﬁnancial statement line items
as detailed in the “Tailoring the scope” section below.
Key audit matters
–
Carrying value of cash generating units, including goodwill – Germany.
–
Recognition and recoverability of deferred tax assets on tax losses –
Luxembourg and the UK.
–
Revenue recognition.
Materiality
–
Overall Group materiality of €215m (FY24: €220m) has been calculated based
on the Group’s Adjusted EBITDAaL. This represents approximately 2% of the
Group’s Adjusted EBITDAaL.
An overview of the scope of the Parent company and Group audits
Tailoring the scope
In the current year our audit scoping has been updated to reﬂect the new requirements of ISA (UK) 600
(Revised). We have followed a risk-based approach when developing our audit approach to obtain
sufﬁcient appropriate audit evidence on which to base our audit opinion. We performed risk assessment
procedures, with input from our component auditors, to identify and assess risks of material
misstatement of the consolidated ﬁnancial statements and identiﬁed signiﬁcant accounts and
disclosures. When identifying components at which audit work needed to be performed to respond to
the identiﬁed risks of material misstatement of the consolidated ﬁnancial statements, we considered our
understanding of the Group and its business environment, the potential impact of climate change, the
applicable ﬁnancial reporting framework, the Group’s system of internal control at the entity level, the
existence of centralised processes, applications and any relevant internal audit results.
The goodwill balance was audited centrally by the Group audit team. In addition, we determined that
certain centralised audit procedures would be performed on investments in associates and joint ventures,
other investments, deferred tax assets, post-employment beneﬁts, derivative ﬁnancial instruments
(classiﬁed within trade and other receivables and trade and other payables), taxation recoverable, cash
and cash equivalents, equity, borrowings, deferred tax liabilities, taxation liabilities, roaming revenue
(classiﬁed within revenue), other income, investment income, ﬁnancing costs and discontinued
operations. For these audit areas, audit procedures were also performed by the Group audit team with
input from Component audit teams.
Vodafone has centralised processes and controls over certain areas within its Vodafone Intelligent
Solutions (“VOIS”) ﬁnance shared service centre locations. The Group audit team and our audit teams at
VOIS form an integrated audit team to perform centralised testing for certain controls and accounts,
including procedures on property, plant and equipment, other intangible assets and centralised purchase
to pay processes (impacting trade and other payables, cost of sales, selling and distribution expenses and
administrative expenses).
We then identiﬁed 13 components as individually relevant to the Group due to our assessment of risks of
material misstatement or a signiﬁcant risk impacting the consolidated ﬁnancial statements. We also
considered the materiality of the components relative to the Group.
For those individually relevant components, we identiﬁed the signiﬁcant accounts where audit work
needed to be performed at these components by applying professional judgement, having considered
the Group signiﬁcant accounts on which centralised procedures would be performed, the reasons for
identifying the component as an individually relevant component and the size of the component’s
account balance relative to the Group signiﬁcant ﬁnancial statement account balance.
We then considered whether the remaining Group signiﬁcant account balances not yet subject to audit
procedures, in aggregate, could give rise to a risk of material misstatement of the consolidated ﬁnancial
statements. We selected 3 components of the group to include in our audit scope to address these risks.
Having identiﬁed the components for which work would be performed, we determined the scope to
assign to each component.
Of the 16 components selected, we designed and performed audit procedures on the entire ﬁnancial
information of 7 components (“full scope components”). For 6 components, we designed and performed
audit procedures on speciﬁc signiﬁcant ﬁnancial statement account balances or disclosures of the
Vodafone Group Plc
Annual Report 2025
121
Strategic report
Governance
Financials
Other information
Independent auditor’s report to the members of Vodafone Group Plc
continued
ﬁnancial information of the component (“speciﬁc scope components”). For the remaining 3 components,
we performed speciﬁed audit procedures to obtain evidence for one or more relevant assertions on
speciﬁc account balances.
Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key
audit matters section of the report.
Involvement with component teams
In establishing our overall approach to the Group audit, we determined the type of work that needed to
be undertaken at each of the components by us, as the Group audit engagement team, or by component
auditors operating under our instruction. Of the 7 full scope components, audit procedures were
performed on 2 of these directly by the Group audit team with the remaining 5 being performed by
component audit teams. For the 6 speciﬁc scope components, the audit procedures were performed on
4 of these directly by the Group audit team with the remaining 2 being performed by component audit
teams. For the 3 speciﬁed procedures scope components, audit procedures were performed directly by
the Group audit team for 2 components and by a component audit team for the remaining component.
Where the work was performed by component auditors, we determined the appropriate level of involvement
to enable us to determine that sufﬁcient audit evidence had been obtained as a basis for our opinion on
the consolidated ﬁnancial statements as a whole.
The Group audit team continued to follow a programme of planned visits that has been designed to
ensure that the Senior Statutory Auditor, or another Group audit partner, visits all full and speciﬁc scope
locations each year. During the current year’s audit cycle, visits were undertaken by the Group audit team
to the component teams in Germany, UK, South Africa, Türkiye and Egypt as well as to VOIS in India.
These visits involved meetings with local management, understanding the overall audit approach,
including key issues and responses as well as reviewing key work papers on risk areas. The Senior
Statutory Auditor, also remotely attended audit closing meetings with component teams and
management of all full scope and speciﬁc scope locations.
The Group audit team interacted regularly with the component teams where appropriate, during various
stages of the audit, were responsible for the scope and direction of the audit process and reviewed
relevant working papers. Where relevant, the section on key audit matters details the level of
involvement we had with component auditors to enable us to determine that sufﬁcient audit evidence
had been obtained as a basis for our opinion on the Group as a whole.
This, together with the additional procedures performed at Group level, gave us appropriate evidence for
our opinion on the consolidated ﬁnancial statements.
Climate change
Stakeholders are increasingly interested in how climate change will impact Vodafone Group Plc. The
Group has determined that the most signiﬁcant future impacts from climate change on its operations will
be from its Planet activities and commitments set out on pages
34
to
38
and the material climate-related
physical and transitional risks explained on pages
61
to
66
in the required Task Force for Climate related
Financial Disclosures, both of which form part of the “Other information,” rather than the audited
consolidated ﬁnancial statements. Our procedures on these unaudited disclosures therefore consisted
solely of considering whether they are materially inconsistent with the ﬁnancial statements or our
knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with
our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s
business and any consequential material impact on its ﬁnancial statements.
The Group has explained in Note 1
Basis of Preparation
to the consolidated ﬁnancial statements,
environmental, regulatory and other factors responsive to climate change risks are still developing, and
are outside of the Group’s control, and consequently ﬁnancial statements cannot capture all possible
future outcomes as these are not yet known. The degree of certainty of these changes may also mean
that they cannot be taken into account when determining asset and liability valuations and the timing
of future cash ﬂows under the requirements of UK adopted international accounting standards. The
signiﬁcant accounting estimates and judgements assessed by management to be potentially impacted
by climate risks have been described in Note 1.
Our audit effort in considering the impact of climate change on the consolidated ﬁnancial statements
was focused on evaluating management’s assessment of the impact of climate risk, physical and
transition, their climate commitments, the effects of material climate risks disclosed on pages
61
to
66
and the signiﬁcant judgements and estimates disclosed in note 1 and whether these have been
appropriately reﬂected in asset values and associated disclosures where values are determined through
modelling future cash ﬂows, being ‘Goodwill’, ‘Other intangible assets’ and ‘Deferred tax assets’, and in
the timing and nature of liabilities recognised, being ‘Asset Retirement Obligations’. As part of this
evaluation, we performed our own risk assessment, supported by our climate change internal specialists,
to determine the risks of material misstatement in the ﬁnancial statements from climate change which
needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of going
concern and viability and associated disclosures. Where considerations of climate change were relevant
to our assessment of going concern, these are described above.
Based on our work we have not identiﬁed the impact of climate change on the ﬁnancial statements to
be a key audit matter or to materially impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most signiﬁcance in our
audit of the ﬁnancial statements of the current period and include the most signiﬁcant assessed risks of
material misstatement (whether or not due to fraud) that we identiﬁed. These matters included those
which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and
directing the efforts of the engagement team. These matters were addressed in the context of our audit
of the ﬁnancial statements as a whole, and in our opinion thereon, and we do not provide a separate
opinion on these matters.
122
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Independent auditor’s report to the members of Vodafone Group Plc
continued
Risk
Carrying value of cash generating units, including goodwill – Germany
As more fully described in Note 4 to the consolidated ﬁnancial statements, in accordance with IAS 36
Impairment of Assets, the Group 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 at 31 March 2025, the Group has recorded €20,514 million (FY24: €24,956 million) of goodwill,
including €15,985 (FY24: €20,335 million) in respect of Germany. The carrying value is stated after
recording an impairment charge of €4,350 million in the year in respect of the German CGU.
The Group’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 Group’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.
Our response to the risk
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls
over the Group’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 performed procedures to assess the signiﬁcant assumptions used in the
Germany VIU model, including:
–
evaluating 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;
–
comparing the cash ﬂow projections used in the Germany VIU model to the Long-Range Plan approved
by the Group’s Board of Directors as part of their annual budgeting exercise and 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;
–
comparing forecast eligible capital expenditure to actual historical spend, assessing market speciﬁc
events such as ﬁbre and 5G roll-out and industry analysis and competitor data, where available;with
the support of EY valuation specialists, comparing the long-term growth rate and discount rate
assumptions to EY independently determined ranges;
–
performing sensitivity analyses on the VIU model, to evaluate the impact that changes in assumptions
would cause to the impairment of the Germany CGU; and
–
in considering the existence of contrary evidence, for management’s assessment of implied
recoverable value, we compared the Germany CGU EBITDAaL multiple to market listed peers and
considered independent analyst valuations for the Germany CGU, where available.
We also assessed the adequacy of the related disclosures provided in Note 4 of the consolidated ﬁnancial
statements, in particular the sensitivity disclosures in relation to reasonably possible changes in
assumptions on the impairment recorded.
Key observations communicated to the Audit and Risk Committee
We agree with management’s conclusion that an impairment charge of €4,350m was required to be
recognised in the year in respect of the Germany CGU.
The disclosures in Note 4 of the consolidated ﬁnancial statements in respect of the Germany CGU are
consistent with the requirements of IAS 36 including the sensitivity disclosures.
How we scoped our audit to respond to the risk and involvement with component teams
The recoverability of the Group’s Germany CGU carrying value was audited centrally by the Group audit
team with support from the component audit team on certain procedures at the local market level.
Risk
Recognition and recoverability of deferred tax assets on tax losses – Luxembourg and the UK
As more fully described in Note 6 to the consolidated ﬁnancial statements, the Group 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 (FY24: €16,714 million) in Luxembourg in respect of
losses and €2,566 million (FY24: €2,485 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 (FY24: 52 to
57 years) in Luxembourg and 46 years (FY24: 27 years) in the UK.
The nature of the respective forecasts impact the timeframe over which the deferred tax assets in
Luxembourg and the UK are expected to be recovered.
–
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 Group’s recognition and recoverability of deferred tax assets in Luxembourg and the UK
is signiﬁcant to the audit 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.
Our response to the risk
Overall procedures in respect of both jurisdictions
We obtained an understanding and evaluated the design effectiveness of management’s controls around
the recognition and recoverability of deferred tax assets in Luxembourg and the UK, including the
Vodafone Group Plc
Annual Report 2025
123
Strategic report
Governance
Financials
Other information
Independent auditor’s report to the members of Vodafone Group Plc
continued
calculation of 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.
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
Our additional audit procedures included, among others;
–
evaluating the forecast ﬁnance income by, 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 intra-group debt levels for consistency with our
understanding of the business and relevant guidance in respect of transfer pricing of ﬁnancial transactions;
–
assessing whether contrary evidence exists that is not consistent with either management’s stated intention
that the ﬁnancing structures, as projected, as well as the debt levels in Vodafone Germany, will remain in
place or that it is probable that sufﬁcient future taxable proﬁts will exist in the relevant jurisdictions;
–
evaluating how the assumptions leading to the impairment in the Germany CGU impact Luxembourg’s
forecast interest income from Vodafone Germany, and therefore, the recoverability of the deferred tax
assets in Luxembourg; and
–
assessing 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
Our additional audit procedures included, among others;
–
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.
–
assessing 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);
–
evaluating 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; and
–
evaluating the forecast ﬁnance expense, on a sample basis, recalculating the ﬁnance expense with
reference to underlying agreements, and consideration of UK Corporate Interest Restrictions.
Key observations communicated to the Audit and Risk Committee
We agree with the recognition of the deferred tax assets in Luxembourg and in the UK and consequently
the long recoverability period, on the basis of forecast proﬁts, which are considered probable. In the case
of Luxembourg, this reﬂects the commercial rationale and management’s intention to retain current
activities in Luxembourg and the debt levels in Vodafone Germany, over the longer term, and, in respect
of both the UK and Luxembourg, this reﬂects 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.
Changes in key assumptions, in particular for Luxembourg, including a plausible reduction in the level
of intra-group debt levels with Germany, could lead to an increase in utilisation period beyond 60 years.
The Group does not currently recognise deferred tax assets which are forecast to be used 60 years
beyond the balance sheet date and consequently, should the assumptions change, a different
conclusion could be reached in respect of the level of deferred tax asset recognised.
We consider that the disclosures included within Note 6 to the consolidated ﬁnancial statements
acknowledges both the judgement made in respect of the timing and proﬁle of the utilisation of the
losses in the short to medium term and the longer-term uncertainties in relation to the carrying value
of the related deferred tax asset.
How we scoped our audit to respond to the risk and involvement with component teams
Audit procedures on the recognition and recoverability of deferred tax assets on tax losses in Luxembourg
were performed by the Group audit team and its tax professionals, with support from Luxembourg tax and
transfer pricing specialists for certain procedures. Audit procedures on the recognition and recoverability
of deferred tax assets in the UK were performed by the Group audit team and its tax professionals.
Risk
Revenue recognition
As more fully described in Note 2, Note 14 and Note 15 to the consolidated ﬁnancial statements, the
Group reported revenue of €37,448 million (FY24: €36,717 million), contract assets of €2,969 million
(FY24: €2,863 million) and contract liabilities of €2,228 million (FY24: €1,908 million) for the year ended
or as at 31 March 2025. Management records revenue according to the principles of IFRS 15, Revenue
from Contracts with Customers, including following the 5-step model therein.
We identiﬁed a risk of management override through inappropriate manual topside revenue journal entries,
given revenue is a key performance indicator, both in external communication and for management incentives.
We also consider auditing the revenue recorded by the Group to involve greater auditor effort and attention,
due to the multiple IT systems and tools utilised in the initiation, processing and recording of transactions,
which includes a high volume of individually low monetary value transactions. The involvement of IT
professionals was required to determine the audit approach to test and evaluate the relevant data that
was captured and aggregated, and to assess the sufﬁciency of the audit evidence obtained.
124
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Independent auditor’s report to the members of Vodafone Group Plc
continued
Our response to the risk
Our audit procedures at full scope and speciﬁc scope component locations included, among others
obtaining an understanding of, evaluating the design and testing the operating effectiveness of controls
over the Group’s revenue recognition process, which includes management’s determination of the timing
of revenue recorded. With the support of our IT professionals, we also evaluated the design and tested the
operating effectiveness of controls over the appropriate initiation and ﬂow of transactional data through
the IT systems and tools and the reconciliation of the transactional data to the accounting records.
For signiﬁcant revenue streams, which include service and equipment revenue, at full and speciﬁc scope
locations, our audit procedures included the following, on a sample basis:
–
We used data analytic tools to identify revenue related manual journals posted to the general ledger
and traced these back to underlying source documentation, to evaluate the propriety, completeness
and accuracy of the postings. We also performed analytical procedures to consider the completeness
of journal postings;
–
Where it was deemed to be most effective, at certain components we extended the use of data
analytics. These incremental procedures involved testing full populations of transactions, including
performing a correlation analysis between invoiced revenue, receivables and cash. We performed
targeted audit procedures over items above our testing threshold that did not correlate as expected;
–
In order to support our data analytic approach, we performed a completeness test over the underlying
data to ensure this data reconciled to the ﬁnancial statements;
–
At components where the above procedures were not used, for the signiﬁcant revenue billing systems,
we obtained the billing data to general ledger reconciliation, which included the relevant adjustments
to deferred and accrued revenue balances. We reperformed these reconciliations, including assessing
the accuracy of the revenue adjustments by vouching billing data inputs to underlying source
documentation, including contractual agreements where applicable. In addition, we tested the
mathematical accuracy and completeness of the reconciliations and reconciling items above our
testing threshold, including signiﬁcant revenue postings outside of the billing systems; and
–
We recalculated the revenue recognised to evaluate whether the processing of the revenue
recognition by the Group’s IT systems was materially correct. For multi-element arrangements, we
used contractual data to apply the Group’s accounting policy to allocate transaction price to the
identiﬁed performance obligations and recalculate the revenue to be recognised.
We also assessed the adequacy of the Group’s disclosures in respect to the accounting policies on
revenue recognition.
Key observations communicated to the Audit and Risk Committee
Based on the procedures performed, including those in respect of manual adjustments to revenue, we
concluded that revenue has been appropriately recognised in accordance with IFRS 15, in the year ended
31 March 2025.
How we scoped our audit to respond to the risk and involvement with component teams
Our component audit teams performed audit procedures over this risk area in 5 full scope, 2 speciﬁc
scope and 1 speciﬁed procedure component, which covered 75% of the Group’s revenue. The Group
audit team also performed centralised audit procedures over certain revenue streams which covered 2%
of the Group’s revenue.
For the remaining 23% of revenue, we performed risk assessment, analytical and controls testing
procedures to ensure the risk of material misstatement was sufﬁciently low. We also performed targeted
journal entry testing procedures to mitigate residual risk of material misstatement.
We held regular discussions with component teams throughout the audit, including in person on site
visits at all locations. We participated in the development of their planned audit strategy for revenue
recognition, reviewed all component deliverables and additional key and supporting workpapers
prepared by the component teams to address the risk identiﬁed.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of
identiﬁed misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably
be expected to inﬂuence the economic decisions of the users of the ﬁnancial statements. Materiality
provides a basis for determining the nature and extent of our audit procedures.
We determined our materiality for the Group to be €215 million (2024: €220 million), which is
approximately 2% (2024: 2%) of Adjusted EBITDAaL. We believe that Adjusted EBITDAaL provides us with
the most relevant performance measure for the continuing business on which to determine materiality,
given the prominence of this metric throughout the Annual Report and consolidated ﬁnancial
statements, investor presentations, proﬁt metrics focused on by analysts and its alignment to the
management remuneration metric of adjusted EBIT.
We determined materiality for the Parent company to be €421 million (2024: €450 million), which is
approximately 1% (2024: 1%) of the Parent company’s equity. However, since the Parent company was
a full scope component, for accounts that were relevant for the consolidated ﬁnancial statements,
a performance materiality of €32 million was applied.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce
to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the effectiveness of the Group’s
overall control environment to prevent or timely detect and correct material errors, our judgement was
that performance materiality was 75% (2024: 75%) of our planning materiality, namely €160m (2024:
€165m).
Audit work was undertaken at component locations for the purpose of responding to the assessed risk of
material misstatement of the consolidated ﬁnancial statements. The performance materiality set for each
component is based on the relative scale and risk of the component to the Group as a whole and our
assessment of the risk of misstatement at that component. In the current year, the range of performance
materiality allocated to components was €32m to €160m (2024: €33m to €165m).
Vodafone Group Plc
Annual Report 2025
125
Strategic report
Governance
Financials
Other information
Independent auditor’s report to the members of Vodafone Group Plc
continued
Reporting threshold
An amount below which identiﬁed misstatements are considered as being clearly trivial.
We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit
differences in excess of €11m (2024: €11m), which is set at 5% of materiality, as well as differences below
that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality
discussed above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report set out on pages
1
to
118
,
other than the ﬁnancial statements and our auditor’s report thereon. The directors are responsible for the
other information contained within the annual report.
Our opinion on the ﬁnancial statements does not cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the ﬁnancial statements or our knowledge obtained in the
course of the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the ﬁnancial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of the other information, we are required
to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
–
the information given in the strategic report and the directors’ report for the ﬁnancial year for which
the ﬁnancial statements are prepared is consistent with the ﬁnancial statements; and
–
the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent company and its
environment obtained in the course of the audit, we have not identiﬁed material misstatements in the
strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
–
adequate accounting records have not been kept by the Parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
–
the Parent company ﬁnancial statements and the part of the Directors’ Remuneration Report to be
audited are not in agreement with the accounting records and returns; or
–
certain disclosures of directors’ remuneration speciﬁed by law are not made; or
–
we have not received all the information and explanations we require for our audit
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that
part of the Corporate Governance Statement relating to the Group and Company’s compliance with the
provisions of the UK Corporate Governance Code speciﬁed for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the ﬁnancial statements
or our knowledge obtained during the audit:
–
Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identiﬁed set out on page
117
;
–
Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment
covers and why the period is appropriate set out on page
59
;
–
Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue
in operation and meets its liabilities set out on page
59
;
–
Directors’ statement on fair, balanced and understandable set out on page
117
;
–
Board’s conﬁrmation that it has carried out a robust assessment of the emerging and principal risks set
out on page
117
;
–
The section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page
118
; and
–
The section describing the work of the Audit and Risk Committee set out on page
86
.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page
117
, the directors are
responsible for the preparation of the ﬁnancial statements and for being satisﬁed that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of ﬁnancial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the ﬁnancial statements, the directors are responsible for assessing the Group and Parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate
the Group or the Parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the ﬁnancial statements
Our objectives are to obtain reasonable assurance about whether the ﬁnancial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to inﬂuence the economic decisions of users taken on the
basis of these ﬁnancial statements.
126
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Independent auditor’s report to the members of Vodafone Group Plc
continued
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the Company and management.
–
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group
and determined that the most signiﬁcant are those that relate to the reporting framework (UK adopted
International Accounting Standards, IASB, IFRS accounting standards, Financial Reporting Standard
101 ‘Reduced disclosure framework’, (‘FRS 101’), the UK Companies Act 2006, UK Corporate
Governance Code, the US Securities and Exchange Act of 1934 and the Listing Rules of the UK Listing
Authority), the relevant tax compliance regulations in the jurisdictions in which the Group operates and
the EU General Data Protection Regulation (GDPR).
–
We understood how the Group is complying with those frameworks by making enquiries of
management, internal audit, those responsible for legal and compliance procedures and the Company
Secretary. We supplemented our enquiries through our review of board minutes and papers provided
to the Audit and Risk Committee, correspondence received from regulatory bodies and attendance at
all meetings of the Audit and Risk Committee, as well as consideration of the results of our audit
procedures across the Group, including our testing of entity level and group-wide controls.
–
We assessed the susceptibility of the Group’s ﬁnancial statements to material misstatement, including
how fraud might occur by meeting with management from various parts of the Group, including
management and ﬁnance teams of the local markets designated as full scope and speciﬁc scope
locations, management at Head Ofﬁce, the Audit and Risk Committee, the Group Internal Audit
function, the Group Legal function, the Group Corporate Security team and individuals in the fraud and
compliance department, to understand where it considered there was susceptibility to fraud; and
assessing whistleblowing logs and associated incidences for those with a potential ﬁnancial reporting
impact. We also considered performance targets and their propensity to inﬂuence efforts made by
management to manage earnings or inﬂuence the perceptions of analysts. We considered the
programmes and controls that the Group has established to address risks identiﬁed, or that otherwise
prevent, deter and detect fraud, and how senior management monitors those programmes and controls.
–
Based on this understanding we designed our audit procedures to identify non-compliance with such
laws and regulations or fraudulent ﬁnancial reporting, where the impact on the ﬁnancial statements of
such non-compliance or fraudulent ﬁnancial reporting could be material. These procedures included,
where necessary, the use of forensic and other relevant specialists. Our procedures involved enquiries
of management and ﬁnance teams of the local markets designated as full and speciﬁc scope locations,
management at Head Ofﬁce, the Audit and Risk Committee, the Group Internal Audit function, the
Group legal function, the Group Corporate Security team and individuals in the fraud and compliance
department. We also performed journal entry testing, with a focus on manual consolidation journals,
journals indicating large or unusual transactions and journals with key words that could indicate
management override, based on our understanding of the business; and challenging the assumptions
and judgements made by management in respect of signiﬁcant one-off transactions in the ﬁnancial
year and signiﬁcant accounting estimates, as referred to in the key audit matters section above. At a
component level, our full and speciﬁed procedure scope component audit teams’ procedures included
enquiries of component management; journal entry testing; and testing in respect of the key audit
matter of revenue recognition. We also leveraged our data analytics capabilities in performing work
on the purchase to pay process and ﬁxed asset balances and leases, to assist in identifying higher risk
transactions and balances, for testing. We also used EY’s Document Authenticity Tool to analyse
certain electronic documents used as audit evidence, to identify characteristics of documents that
can be indicators of alteration or inauthenticity. Any instances of non-compliance with laws and
regulations, including in relation to fraud, were communicated by/to components and considered
in our audit approach, if applicable.
–
Where the risk of fraud, including the risk of management override, was considered to be higher,
including areas impacting Group key performance indicators or management remuneration, we
performed audit procedures to address each identiﬁed material fraud risk or other risk of material
misstatement. These procedures included those on revenue recognition referred to in the key audit
matters section above and testing journal entries that we judged to be of higher risk and were designed to
provide reasonable assurance that the ﬁnancial statements were free from material fraud or error.
A further description of our responsibilities for the audit of the ﬁnancial statements is located on
the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities
.
This description forms part of our auditor’s report.
Other matters we are required to address
–
Following the recommendation from the Audit and Risk Committee, we were appointed by the Parent
company on 23 July 2019 to audit the ﬁnancial statements for the year ending 31 March 2020 and
subsequent ﬁnancial periods.
–
The period of total uninterrupted engagement including previous renewals and reappointments is
six years, covering the years ending 31 March 2020 to 31 March 2025.
–
The audit opinion is consistent with the additional report to the Audit and Risk Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Michael Rudberg (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
3 June 2025
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
127
Consolidated income statement
for the years ended 31 March
2025
2024
2023
Note
€m
€m
€m
Revenue
2
37,448
36,717
37,672
Cost of sales
(24,929)
(24,459)
(24,359)
Gross profit
12,519
12,258
13,313
Selling and distribution expenses
(2,934)
(2,674)
(2,777)
Administrative expenses
(5,447)
(5,768)
(5,351)
Net credit losses on financial assets
22
(476)
(491)
(505)
Share of results of equity accounted associates and joint
12
(123)
(96)
433
ventures
Impairment (charge)/reversal
4
(4,515)
64
(64)
Other income
3
565
372
9,402
Operating (loss)/profit
3
(411)
3,665
14,451
Investment income
5
864
581
232
Financing costs
5
(1,931)
(2,626)
(1,609)
(Loss)/profit before taxation
(1,478)
1,620
13,074
Income tax expense
6
(2,246)
(50)
(492)
(Loss)/profit for the financial year - Continuing operations
(3,724)
1,570
12,582
Loss for the financial year - Discontinued operations
7
(22)
(65)
(247)
(Loss)/profit for the financial year
(3,746)
1,505
12,335
Attributable to:
– Owners of the parent
(4,169)
1,140
11,838
– Non-controlling interests
1
423
365
497
(Loss)/profit for the financial year
(3,746)
1,505
12,335
(Loss)/earnings per share - Continuing operations
– Basic
8
(15.86)c
4.45c
43.66c
– Diluted
8
(15.86)c
4.44c
43.51c
(Loss)/earnings per share - Total Group
– Basic
8
(15.94)c
4.21c
42.77c
– Diluted
8
(15.94)c
4.20c
42.62c
Note:
1. Profit attributable to non-controlling interests derives solely from continuing activities.
Consolidated statement of comprehensive (expense)/income
for the years ended 31 March
2025
2024
2023
Note
€m
€m
€m
(Loss)/profit for the financial year
(3,746)
1,505
12,335
Other comprehensive income/(expense):
Items that may be reclassified to the income statement in
subsequent years:
Foreign exchange translation differences, net of tax
321
(440)
(1,236)
Foreign exchange translation differences, transferred to the
115
23
(334)
income statement
Other, net of tax
1
36
(1,748)
963
Total items that may be reclassified to the income statement
472
(2,165)
(607)
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
116
–
–
Net actuarial gains/(losses) on defined benefit pension schemes,
net of tax
25
1
(58)
(160)
Total items that will not be reclassified to the income
117
(58)
(160)
statement in subsequent years
Other comprehensive income/(expense)
589
(2,223)
(767)
Total comprehensive (expense)/income for the financial
year
(3,157)
(718)
11,568
Attributable to:
– Owners of the parent
(3,485)
(920)
11,267
– Non-controlling interests
328
202
301
Total comprehensive (expense)/income for the financial
(3,157)
(718)
11,568
year
Note:
1. Principally includes the impact of the Group's cash flow hedges deferred to other comprehensive income during the year.
Further details on items in the consolidated statement of comprehensive (expense)/income can be found
in the consolidated statement of changes in equity on page 129.
128
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Consolidated statement of financial position
at 31 March
Re-presented
1
Re-presented
1
31 March 2025
31 March 2024
31 March 2023
Note
€m
€m
€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
20,514
12,924
30,712
6,892
3,153
Deferred tax assets
6
19,033
Post employment benefits
25
242
Trade and other receivables
14
6,431
24,956
13,896
28,499
10,032
1,006
20,177
257
5,967
27,615
19,592
37,992
11,079
1,093
19,316
329
7,843
99,901
104,790
124,859
Current assets
Inventory
617
568
956
Taxation recoverable
174
76
279
Trade and other receivables
14
9,404
8,594
10,705
Other investments
13
7,424
5,092
7,017
Cash and cash equivalents
19
11,001
6,183
11,705
Assets held for sale
7
28,620
–
20,513
19,047
30,662
–
Total assets
128,521
144,350
155,521
Re-presented
1
Re-presented
1
31 March 2025
31 March 2024
31 March 2023
Note
€m
€m
€m
Equity
Called up share capital
17
4,319
4,797
4,797
Additional paid-in capital
149,834
149,253
149,145
Treasury shares
(6,791)
(7,645)
(7,719)
Accumulated losses
(123,503)
(114,641)
(113,086)
Accumulated other comprehensive income
28,886
28,202
30,262
Total attributable to owners of the parent
52,745
59,966
63,399
Non-controlling interests
1,171
1,032
1,084
Total equity
53,916
60,998
64,483
Non-current liabilities
Borrowings
Share of net liabilities in joint ventures and associates
Deferred tax liabilities
Post employment benefits
Provisions
Non-debt liabilities in respect of written put options
Trade and other payables
Current liabilities
Borrowings
Financial liabilities under put option arrangements
Taxation liabilities
Provisions
Trade and other payables
Liabilities held for sale
Total equity and liabilities
21
12
6
25
16
15
21
22
16
15
7
46,096
96
798
187
1,430
97
3,147
51,851
7,047
–
578
1,066
14,063
22,754
–
128,521
49,259
–
699
181
1,615
–
2,328
54,082
7,728
–
393
833
13,398
22,352
6,918
144,350
53,682
–
771
258
1,572
–
2,184
58,467
12,708
485
457
674
18,247
32,571
–
155,521
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. 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.
The consolidated financial statements on pages 127 to 205 were approved by the Board of Directors and
authorised for issue on 3 June 2025 and were signed on its behalf by:
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
Consolidated statement of changes in equity
for the years ended 31 March
Additional
Accumulated other comprehensive income
Equity
Non-
Share
paid-in
Treasury
Accumulated
Currency
Pensions
Revaluation
attributable
controlling
Total
capital
1
capital
2
shares
losses
reserve
3
reserve
surplus
4
Other
5
to owners
interests
equity
€m
€m
€m
€m
€m
€m
€m
€m
€m
€m
€m
1 April 2022
4,797
149,018
(7,278)
(122,022)
28,958
(751)
1,227
1,399
55,348
2,290
57,638
Issue or reissue of shares
–
1
122
(113)
–
–
–
–
10
–
10
Share-based payments
–
126
–
–
–
–
–
–
126
9
135
Transactions with NCI in subsidiaries
–
–
–
(287)
–
–
–
–
(287)
(1,118)
(1,405)
Dividends
–
–
–
(2,502)
–
–
–
–
(2,502)
(398)
(2,900)
Comprehensive income/(expense)
–
–
–
11,838
(1,374)
(160)
–
963
11,267
301
11,568
Profit
6
–
–
–
11,838
–
–
–
–
11,838
497
12,335
OCI - before tax
–
–
–
–
(1,469)
(213)
–
1,314
(368)
(230)
(598)
OCI - taxes
–
–
–
–
(3)
53
–
(351)
(301)
(3)
(304)
Transfer to the Income statement
–
–
–
–
(334)
–
–
–
(334)
–
(334)
Translation of hyperinflationary results
–
–
–
–
432
–
–
–
432
37
469
Purchase of Treasury shares
7
–
–
(563)
–
–
–
–
–
(563)
–
(563)
31 March 2023
4,797
149,145
(7,719)
(113,086)
27,584
(911)
1,227
2,362
63,399
1,084
64,483
Issue or reissue of shares
–
–
74
(72)
–
–
–
–
2
–
2
Share-based payments
–
108
–
–
–
–
–
–
108
7
115
Transactions with NCI in subsidiaries
–
–
–
(26)
–
–
–
–
(26)
(5)
(31)
Share of equity accounted entities change in equity
–
–
–
(164)
–
–
–
–
(164)
–
(164)
Dividends
–
–
–
(2,433)
–
–
–
–
(2,433)
(256)
(2,689)
Comprehensive income/(expense)
–
–
–
1,140
(254)
(58)
–
(1,748)
(920)
202
(718)
Profit
–
–
–
1,140
–
–
–
–
1,140
365
1,505
OCI - before tax
–
–
–
–
(826)
(77)
–
(2,331)
(3,234)
(192)
(3,426)
OCI - taxes
–
–
–
–
–
19
–
583
602
–
602
Transfer to the Income statement
–
–
–
–
23
–
–
–
23
–
23
Translation of hyperinflationary results
–
–
–
–
549
–
–
–
549
29
578
31 March 2024
4,797
149,253
(7,645)
(114,641)
27,330
(969)
1,227
614
59,966
1,032
60,998
Continued overleaf for the year ended 31 March 2025 and accompanying footnotes.
130
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Consolidated statement of changes in equity (continued)
for the years ended 31 March
Additional
Accumulated other comprehensive income
Equity
Non-
Share
paid-in
Treasury
Accumulated
Currency
Pensions
Revaluation
attributable
controlling
Total
capital
1
capital
2
shares
losses
reserve
3
reserve
surplus
4
Other
5
to owners
interests
equity
€m
€m
€m
€m
€m
€m
€m
€m
€m
€m
€m
31 March 2024
4,797
149,253
(7,645)
(114,641)
27,330
(969)
1,227
614
59,966
1,032
60,998
Issue or reissue of shares
–
–
84
(81)
–
–
–
–
3
–
3
Share-based payments
–
103
–
–
–
–
–
–
103
7
110
Transactions with NCI in subsidiaries
–
–
–
(47)
–
–
–
–
(47)
50
3
Dividends
–
–
–
(1,795)
–
–
–
–
(1,795)
(246)
(2,041)
Comprehensive (expense)/income
–
–
–
(4,169)
531
1
–
152
(3,485)
328
(3,157)
(Loss)/profit
–
–
–
(4,169)
–
–
–
–
(4,169)
423
(3,746)
OCI - before tax
–
–
–
–
(162)
(12)
–
204
30
(55)
(25)
OCI - taxes
–
–
–
–
–
13
–
(78)
(65)
–
(65)
Transfer to the Income statement
–
–
–
–
115
–
–
26
141
–
141
Translation of hyperinflationary results
–
–
–
–
578
–
–
–
578
(40)
538
Purchase of Treasury shares
8
–
–
(2,000)
–
–
–
–
–
(2,000)
–
(2,000)
Cancellation of shares
(478)
478
2,770
(2,770)
–
–
–
–
–
–
–
31 March 2025
4,319
149,834
(6,791)
(123,503)
27,861
(968)
1,227
766
52,745
1,171
53,916
Notes:
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 €230 million net gain deferred to other comprehensive income
during the year (2024: €2,037 million net loss; 2023: €2,322 million net gain) and €197 million net gain (2024: €254 million net gain;
2023: €896 million net gain) recycled to the consolidated income statement. These hedges primarily relate to foreign exchange
exposure on fixed borrowings, with any foreign exchange on nominal balances directly impacting the income statements in each
period but interest cash flows unwinding to the consolidated income statement over the life of the hedges, up to 2064. See note 22
‘Capital and financial risk management’.
6
Includes a gain on disposal of Vantage Towers A.G. of €8,607 million and a gain on disposal of Vodafone Ghana of €689 million, offset
by a loss on disposal of Vodafone Hungary of €69 million.
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
Consolidated statement of cash flows
for the years ended 31 March
2025
2024
2023
Note
€m
€m
€m
Inflow from operating activities
18
15,373
16,557
18,054
Cash flows from investing activities
Purchase of interests in subsidiaries, net of cash acquired
27
(9)
–
–
Purchase of interests in associates and joint ventures
(321)
(75)
(78)
Purchase of intangible assets
(2,375)
(2,641)
(2,799)
Purchase of property, plant and equipment
(4,324)
(4,219)
(4,957)
Purchase of investments
(3,499)
(1,233)
(766)
Disposal of interests in subsidiaries, net of cash disposed
27
11,221
(67)
6,976
Disposal of interests in associates and joint ventures
3,021
500
–
Disposal of property, plant and equipment and intangible
assets
9
15
90
Disposal of investments
737
1,931
1,647
Dividends received from associates and joint ventures
530
442
617
Interest received
556
542
321
Cash outflows from discontinued operations
(787)
(1,317)
(1,430)
Inflow/(outflow) from investing activities
4,759
(6,122)
(379)
Cash flows from financing activities
Proceeds from issue of long-term borrowings
4,680
1,533
4,071
Repayment of borrowings
(12,963)
(8,970)
(10,501)
Net movement in short-term borrowings
78
(1,636)
3,171
Net movement in derivatives
404
144
261
Interest paid
(2,705)
(2,227)
(1,815)
Payments for settlement of written put options
–
(493)
(12)
Purchase of treasury shares
Issue of ordinary share capital and reissue of treasury
shares
17
(1,868)
3
–
3
(1,867)
10
Equity dividends paid
9
(1,787)
(2,430)
(2,484)
Dividends paid to non-controlling shareholders in
subsidiaries
(249)
(260)
(400)
Other transactions with non-controlling shareholders in
subsidiaries
Cash outflows from discontinued operations
27
8
(879)
(16)
(1,503)
(692)
(3,172)
Outflow from financing activities
(15,278)
(15,855)
(13,430)
Net cash inflow/(outflow)
4,854
(5,420)
4,245
Cash and cash equivalents at the beginning of the
financial year
1
Exchange (loss)/gain on cash and cash equivalents
19
6,114
(75)
11,628
(94)
7,371
12
Cash and cash equivalents at the end of the financial
year
1
19
10,893
6,114
11,628
Note:
1. Comprises cash and cash equivalents as presented in the consolidated statement of financial position of €11,001 million (€6,183
million as at 31 March 2024), together with overdrafts of €108 million (€111 million as at 31 March 2024) and €Nil million (€42 million
as at 31 March 2024) of cash and cash equivalents included within Assets held for sale.
1. Basis of preparation
This section describes the critical accounting judgements and estimates that management
has identified as having a potentially material impact on the Group’s consolidated financial
statements and sets out our material accounting policies that relate to the financial
statements as a whole. Where an accounting policy is generally applicable to a specific note to
the financial statements, the policy is described within that note. We have also detailed below
the new accounting pronouncements that we will adopt in future years and our current view
of the impact they will have on our financial reporting.
The consolidated financial statements are 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 Companies Act 2006 (the ‘Act’). The
consolidated financial statements are prepared on a going concern basis (see page 117).
Vodafone Group Plc is incorporated and domiciled in England and Wales (registration number 1833679). The
registered address of the Company is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Group’s
circumstances. These have been applied consistently to all the years presented, unless otherwise stated. In
determining and applying accounting policies, Directors and management are required to make judgements and
estimates in respect of items where the choice of specific policy, accounting judgement, estimate or assumption
to be followed could materially affect the Group’s reported financial position, results or cash flows and disclosure
of contingent assets or liabilities during the reporting period; it may later be determined that a different choice
may have been more appropriate.
The Group’s critical accounting judgements and key sources of estimation uncertainty are detailed below. Actual
outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if
the revision affects only that period; they are recognised in the period of the revision and future periods if the
revision affects both current and future periods.
Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact
the amounts recognised in the financial statements and the estimates that are considered to be ‘critical
estimates’ due to their potential to give rise to material adjustments in the Group’s financial statements in the
year to 31 March 2026. As at 31 March 2025, management has identified critical judgements in respect of
revenue recognition, lease accounting, the recognition of deferred tax assets, the accounting for tax disputes,
valuing assets and liabilities acquired in business combinations, whether to recognise provisions or to disclose
contingent liabilities and the impacts of climate change. In addition, management has identified critical
accounting estimates in relation to the recovery of deferred tax assets, post employment benefits, the valuation
of compensation payable under one of the legal claims against the Group and impairment reviews; estimates
have also been identified that are not considered to be critical in respect of the allocation of revenue to goods
and services, the useful economic lives of finite lived intangible assets and property, plant and equipment.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
132
1. Basis of preparation (continued)
The majority of the Group’s provisions are either long-term in nature (such as asset retirement obligations) or
relate to shorter-term liabilities (such as those relating to restructuring and property) where there is not
considered to be a significant risk of material adjustment in the next financial year. Critical judgements exercised
in respect of tax disputes include cases in India and a tax dispute related to financing costs in the Netherlands.
These critical accounting judgements, estimates and related disclosures have been discussed with the Group’s
Audit and Risk Committee.
Critical accounting judgements and key sources of estimation uncertainty
Revenue recognition
Revenue recognition under IFRS 15 necessitates the collation and processing of very large amounts of data and
the use of management judgements and estimates to produce financial information. The most significant
accounting judgements and source of estimation uncertainty are disclosed below.
Gross versus net presentation
If the Group has control of goods or services when they are delivered to a customer, then the Group is the
principal in the sale to the customer; otherwise the Group is acting as an agent. Whether the Group is considered
to be the principal or an agent in the transaction depends on analysis by management of both the legal form and
substance of the agreement between the Group and its business partners; such judgements impact the amount
of reported revenue and operating expenses (see note 2 ‘Revenue disaggregation and segmental analysis’) but
do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement to determine whether the
Group is a principal or an agent include, for example, those where the Group delivers third-party branded
software or services (such as premium music, TV content or cloud-based services) to customers and those where
goods or services are delivered to customers in partnership with a third-party. The Group considers a range of
factors when assessing whether the Group is the principal; the Group generally has pricing discretion but also
considers that it must be the primary obligor or have inventory risk to be the principle in a supply arrangement.
The Group is the primary obligor when it is responsible to the customer for the quality of goods and services
provided and/or has the ability to substitute goods or providers’ content in service bundles. Inventory risk can be
via the risk of economic loss for inventory held pre-transfer to the customer or via minimum purchase
commitments to the supplier for content and services.
Allocation of revenue to goods and services provided to customers
Revenue is recognised when goods and services are delivered to customers (see note 2 ‘Revenue disaggregation
and segmental analysis’). Goods and services may be delivered to a customer at different times under the same
contract, hence it is necessary to allocate the amount payable by the customer between goods and services on a
‘relative standalone selling price basis’; this requires the identification of performance obligations (‘obligations’)
and the determination of standalone selling prices for the identified obligations. The determination of
obligations is, for the primary goods and services sold by the Group, not considered to be a critical accounting
judgement; the Group’s policy on identifying obligations is disclosed in note 2 ‘Revenue disaggregation and
segmental analysis’. The determination of standalone selling prices for identified obligations is discussed below.
It is necessary to estimate the standalone price when the Group does not sell equivalent goods or services in
similar circumstances on a standalone basis. When estimating the standalone price the Group maximises the use
of external inputs; methods for estimating standalone prices include determining the standalone price of similar
goods and services sold by the Group, observing the standalone prices for similar goods and services when sold
by third parties or using a cost-plus reasonable margin approach (which is sometimes the case for devices and
other equipment). Where it is not possible to reliably estimate standalone prices due to a lack of observable
standalone sales or highly variable pricing, which is sometimes the case for services, the standalone price of an
obligation may be determined as the transaction price less the standalone prices of other obligations in the
contract. The standalone price determined for obligations materially impacts the allocation of revenue between
obligations and impacts the timing of revenue when obligations are provided to customers at different times –
for example, the allocation of revenue between devices, which are usually delivered up-front, and services which
are typically delivered over the contract period. However, there is not considered to be a significant risk of
material adjustment to the carrying value of contract-related assets or liabilities in the 12 months after the
balance sheet date if these estimates were revised.
Lease accounting
Lease accounting under IFRS 16 is complex and necessitates the collation and processing of very large amounts
of data and the increased use of management judgements and estimates to produce financial information. The
most significant accounting judgements are disclosed below.
Lease identification
Whether the arrangement is considered a lease or a service contract depends on the analysis by management of
both the legal form and substance of the arrangement between the Group and the counter-party to determine if
control of an identified asset has been passed between the parties; if not, the arrangement is a service
arrangement. Control exists if the Group obtains substantially all of the economic benefit from the use of the
asset, and has the ability to direct its use, for a period of time. An identified asset exists where an agreement
explicitly or implicitly identifies an asset or a physically distinct portion of an asset which the lessor has no
substantive right to substitute.
The scenarios requiring the greatest judgement include those where the arrangement is for the use of fibre or
other fixed telecommunication lines. Generally, where the Group has exclusive use of a physical line it is
determined that the Group can also direct the use of the line and therefore leases will be recognised. Where the
Group provides access to fibre or other fixed telecommunication lines to another operator on a wholesale basis
the arrangement will generally be identified as a lease, whereas when the Group provides fixed line services to an
end-user, generally control over such lines is not passed to the end-user and a lease is not identified.
Where the Group contracts with tower companies to utilise space on a tower for the placement of transmission
equipment for a period of time, the arrangement will generally be identified as a lease.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
133
1. Basis of preparation (continued)
The impact of determining whether an agreement is a lease or a service depends on whether the Group is a potential
lessee or lessor in the arrangement and, where the Group is a lessor, whether the arrangement is classified as an
operating or finance lease. The impacts for each scenario are described below where the Group is potentially:
−
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.
Lease term
Where leases include additional optional periods after an initial lease term, significant judgement is required in
determining whether these optional periods should be included when determining the lease term. The impact of
this judgement is significantly greater where the Group is a lessee. As a lessee, optional periods are included in the
lease term if the Group is reasonably certain it will exercise an extension option or will not exercise a termination
option; this depends on an analysis by management of all relevant facts and circumstances including the leased
asset’s nature and purpose, the economic and practical potential for replacing the asset and any plans that the
Group has in place for the future use of the asset. Where a leased asset is highly customised (either when initially
provided or as a result of leasehold improvements) or it is impractical or uneconomic to replace then the Group is
more likely to judge that lease extension options are reasonably certain to be exercised. The value of the right-of-use
asset and lease liability will be greater when extension options are included in the lease term. The normal approach
adopted for lease term by asset class is described below.
At the inception of a lease, the lease term can vary significantly by type and use of asset and geography. In addition,
the exact lease term is subject to the non-cancellable period and rights and options in each contract. Generally, lease
terms are judged to be the longer of the non-cancellable term and:
−
Between 5 and 10 years for land and buildings (excluding retail), with terms at the top end of this range if the lease
relates to assets that are considered to be difficult to exit sooner for economic, practical or reputational reasons;
−
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.
In most instances the Group has options to renew or extend leases for additional periods after the end of the lease
term which are assessed using the criteria above.
Lease terms are reassessed if a significant event or change in circumstances occurs relating to the leased assets that
is within the control of the Group; such changes usually relate to commercial agreements entered into by the Group,
or business decisions made by the Group. Where such changes change the Group’s assessment of whether it is
reasonably certain to exercise options to extend, or not terminate leases, then the lease term is reassessed and the
lease liability is remeasured, which in most cases will increase the lease liability.
Taxation
The Group’s tax charge on ordinary activities is the sum of the total current and deferred tax charges. The
calculation of the Group’s total tax charge involves estimation and judgement in respect of certain matters, being
principally:
Recognition of deferred tax assets
Significant items on which the Group has exercised accounting estimation and judgement include the recognition of
deferred tax assets in respect of losses in Luxembourg and Germany, as well as capital allowances in the United
Kingdom. The recognition of deferred tax assets is based upon whether management judge that it is probable that
there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against which to utilise the
assets in the future. The Group assesses the availability of future taxable profits using the same undiscounted five
year forecasts for the Group’s operations as are used in the Group’s value in use calculations (see note 4 ‘Impairment
losses’). For Luxembourg, this includes forecasts of income from the Group’s internal financing, centralised
procurement and roaming activities, which require significant judgement. For the UK, this includes forecasts of
income for the UK operating company and for financing, holding company, brand and Group service activities.
Where tax losses are forecast to be recovered beyond the five-year period, the availability of taxable profits is
assessed using the cash flows and long-term growth rates used for the value in use calculations.
The estimated cash flows inherent in these forecasts include the unsystematic risks of operating in the
telecommunications business including the potential impacts of changes in the market structure, trends in
customer pricing, the costs associated with the acquisition and retention of customers, future technological
evolutions and potential regulatory changes, such as our ability to acquire and/or renew spectrum licences.
Changes in the estimates which underpin the Group’s forecasts could have an impact on the amount of future
taxable profits and could have a significant impact on the period over which the deferred tax asset would be
recovered.
The Group only considers enacted or substantively enacted tax laws when assessing the amount and availability
of tax losses to offset against the future taxable profits. See note 6 ‘Taxation’ to the consolidated financial
statements.
See additional commentary relating to climate change below.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
134
1. Basis of preparation (continued)
Uncertain tax positions
The tax impact of a transaction or item can be uncertain until a conclusion is reached with the relevant tax
authority or through a legal process. The Group uses in-house tax experts when assessing uncertain tax positions
and seeks the advice of external professional advisors where appropriate. The most significant judgements in this
area relate to the Group’s tax dispute related to financing costs in the Netherlands. Further details of tax disputes
are included in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.
Business combinations and goodwill
When the Group completes a business combination, the fair values of the identifiable assets and liabilities acquired,
including intangible assets, are recognised. The determination of the fair values of acquired assets and liabilities is
based, to a considerable extent, on management’s judgement. If the purchase consideration exceeds the fair value
of the net assets acquired then the incremental amount paid is recognised as goodwill. If the purchase price
consideration is lower than the fair value of the assets acquired then the difference is recorded as a gain in the
income statement.
Allocation of the purchase price between finite lived assets (discussed below) and indefinite lived assets such as
goodwill affects the subsequent results of the Group as finite lived intangible assets are amortised, whereas
indefinite lived intangible assets, including goodwill, are not amortised.
See note 27 ‘Acquisitions and disposals’ to the consolidated financial statements for further details.
Finite lived intangible assets
Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and
the costs of purchasing and developing computer software.
Where intangible assets are acquired through business combinations and no active market for the assets exists, the
fair value of these assets is determined by discounting estimated future net cash flows generated by the asset.
Estimates relating to the future cash flows and discount rates used may have a material effect on the reported
amounts of finite lived intangible assets.
Estimation of useful life
The useful life over which intangible assets are amortised depends on management’s estimate of the period over
which economic benefit will be derived from the asset. Useful lives are periodically reviewed to ensure that they
remain appropriate. Management’s estimates of useful life have a material impact on the amount of amortisation
recorded in the year, but there is not considered to be a significant risk of material adjustment to the carrying values
of intangible assets in the year to 31 March 2025 if these estimates were revised. The basis for determining the
useful life for the most significant categories of intangible assets are discussed below.
Customer bases
The estimated useful life principally reflects management’s view of the average economic life of the customer base
and is assessed by reference to customer churn rates. An increase in churn rates may lead to a reduction in the
estimated useful life and an increase in the amortisation charge.
Capitalised software
For computer software, the estimated useful life is based on management’s view, considering historical experience
with similar products as well as anticipation of future events which may impact their life such as changes in
technology. The useful life will not exceed the duration of a licence.
Property, plant and equipment
Property, plant and equipment represents 23.9% of the Group’s total assets (2024: 19.7%). Estimates and
assumptions made may have a material impact on their carrying value and related depreciation charge. See note 11
‘Property, plant and equipment’ to the consolidated financial statements for further details.
Estimation of useful life
The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual
value, which are reviewed annually. Management’s estimates of useful life have a material impact on the amount of
depreciation recorded in the year, but there is not considered to be a significant risk of material adjustment to the
carrying values of property, plant and equipment in the year to 31 March 2025 if these estimates were revised.
Management determines the useful lives and residual values for assets when they are acquired, based on experience
with similar assets and taking into account other relevant factors such as any expected changes in technology.
See additional commentary relating to climate change, below.
Post employment benefits
Management uses estimates when determining the Group’s liabilities and expenses arising for defined benefit
pension schemes. Management is required to estimate the future rates of inflation, salary increases, discount rates
and longevity of members, each of which may have a material impact on the defined benefit obligations that are
recorded. Further details, including a sensitivity analysis, are included in note 25 ‘Post employment benefits’ to the
consolidated financial statements.
Contingent liabilities
The Group exercises significant judgement to determine whether to recognise provisions and the exposures to
contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement,
mediation, arbitration or government regulation, as well as other contingent liabilities (see note 29 ‘Contingent
liabilities and legal proceedings’ to the consolidated financial statements). Judgement is necessary to assess the
likelihood that a pending claim will succeed, or a liability will arise.
Management has used estimates in determining the value of the provision required in respect of compensation that
will be payable in the case in South Africa, Kenneth Makate v Vodacom (Pty) limited (see note 29 ‘Contingent
liabilities and legal proceedings’ to the consolidated financial statements). Management has used both in-house
legal experts and the advice of external professional advisors to estimate the most likely amount to be payable.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
135
1. Basis of preparation (continued)
Impairment reviews
IFRS requires management to perform impairment tests annually for indefinite lived assets (comprising
goodwill). Impairment tests are also performed for indefinite and finite lived assets, and for equity accounted
investments if events or changes in circumstances indicate that their carrying amounts may not be recoverable.
Management is required to make significant judgements concerning the identification of impairment indicators
and the determination of recoverable amounts for its assets which are based on the higher of their fair value less
costs to sell and their value in use. Observable market data on fair values for equivalent assets is often limited
and, for a number of reasons, transaction values agreed as part of any business acquisition or disposal may be
higher than the assessed value in use.
The Group performs an annual impairment test which focuses on determining the recoverable amounts for its
assets based on value in use, being the present value of the future cash flows it expects to generate from the
continuing use of its assets or cash-generating units.
Calculating the net present value of the future cash flows requires estimates to be made in respect of highly
uncertain matters including management’s expectations of:
−
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.
Changing the assumptions selected by management, in particular projected Adjusted EBITDAaL, long-term
growth rate and discount rate assumptions, could significantly affect the Group’s impairment evaluation and
hence reported assets and profit or loss. Further details, including a sensitivity analysis, are included in note 4
‘Impairment losses’ to the consolidated financial statements.
Where the Group has interests in listed entities, market data, such as share price, is used to assess the fair value of
those interests. If the market capitalisation indicates that their carrying amounts may not be recoverable,
possible adjustments to the share price are reviewed and, where information is available, a value in use
calculation is performed to support a conclusion on impairment.
For operations that are classified as held for sale, management is required to determine whether the carrying
value of the discontinued operation can be supported by the fair value less costs to sell. Where not observable in
a quoted market or via an agreed sale price, management has determined fair value less costs to sell by
reference to the outcomes from the application of a number of potential valuation techniques, determined from
inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
Climate change
The potential climate change-related risks and opportunities to which the Group is exposed, as identified by
management, are disclosed in the Group’s Climate-related risk reporting on pages 61 to 66. Management has
assessed the potential financial impacts relating to the identified risks, primarily considering the useful lives of,
and retirement obligations for, property, plant and equipment, the possibility of impairment of goodwill and
other long-lived assets and the recoverability of the Group’s deferred tax assets. Management has exercised
judgement in concluding that there are no further material financial impacts of the Group’s climate-related risks
and opportunities on the consolidated financial statements. These judgements will be kept under review by
management as the future impacts of climate change depend on environmental, regulatory and other factors
outside of the Group’s control which are not all currently known.
Significant accounting policies applied in the current reporting period that relate to the
financial statements as a whole
Accounting convention
The consolidated financial statements are prepared on a historical cost basis except for certain financial and
equity instruments that have been measured at fair value and for the application of IAS 29 ‘Financial Reporting in
Hyperinflationary Economies’ for the Group’s entities reporting in Turkish lira and its associate’s reporting in
Ethiopian birr (see below).
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company, subsidiaries
controlled by the Company (see note 31 ‘Related undertakings’ to the consolidated financial statements), joint
operations that are subject to joint control and the results of joint ventures and associates (see note 12
‘Associates and joint arrangements’ to the consolidated financial statements).
Hyperinflationary economies
The Turkish and Ethiopian economies were designated as hyperinflationary from 30 June 2022 and 31
December 2022, respectively. The Group has applied IAS 29 ‘Financial Reporting in Hyperinflationary Economies’
to its Turkish and Ethiopian operations whose functional currencies are Turkish lira and Ethiopian birr from 1 April
2022.
In applying IAS 29, the Turkish lira and Ethiopian birr results and non-monetary asset and liability balances for
relevant financial years have been revalued to their present value equivalent local currency amounts at the
reporting date, based on the consumer price indexes issued by the Turkish Statistical Institute and the Central
Statistics Agency of Ethiopia respectively. Comparative periods are not restated per IAS 21 ‘The Effects of
Changes in Foreign Exchange rates’. The respective indices have risen by 38.1% and 13.6% (2024: 68.5% and
26.2%. 2023: 50.5% and 31.3%) during this financial year. The revalued balances are translated to euros at the
reporting date exchange rate of €1: 41.00 TRL and €1: 141.92 ETB (2024: €1: 34.94 TRL and €1: 61.43 ETB. 2023:
€1: 20.85 TRL and €1: 58.59 ETB) respectively applying IAS 21.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
136
1. Basis of preparation (continued)
For the Group’s operations in Türkiye:
−
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’.
For Safaricom’s operations in Ethiopia, the impacts are reflected as an increase to Investments in associates and
joint ventures in the Consolidated statement of financial position and an increase to Share of results of equity
accounted associates and joint ventures recognised in the Consolidated income statement.
The main impacts of the aforementioned adjustments for the Group’s Turkish and Ethiopian operations on the
consolidated financial statements are shown below.

| Increase/(decrease)
| 2025 | 2024 | 2023
| €m | €m | €m
Impact on the consolidated income statement for the years ended |  |  |
31 March |  |  |
Revenue | 88 | 111 | 85
Operating (loss)/profit 1 | (287) | 66 | (87)
Loss for the financial year 1 | (449) | (169) | (123)

| Increase
| 2025 | 2024 | 2023
| €m | €m | €m
Impact on the consolidated statement of financial position at 31 |  |  |
March |  |  |
Net assets | 1,029 | 981 | 814
Equity attributable to owners of the parent | 987 | 913 | 777
Non-controlling interests | 41 | 68 | 37

Note:
1.
Includes €112 million gain on the net monetary assets/liabilities (2024: €360 million gain. 2023: €198 million gain).
Foreign currencies
The consolidated financial statements are presented in euro, which is also the Company’s functional currency.
Each entity in the Group determines its own functional currency and items included in the financial statements
of each entity are measured using that functional currency.
With the exception of the Group’s Turkish lira operations and Safaricom’s Ethiopian birr operations, which are
subject to hyperinflation accounting (see above), transactions in foreign currencies are initially recorded at the
functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in
foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on
the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies
are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items measured in terms of
historical cost in a foreign currency are not retranslated.
Share capital, share premium and other capital reserves are initially recorded at the functional currency rate
prevailing at the date of the transaction and are not retranslated.
For the purpose of presenting consolidated financial statements, the assets and liabilities of entities with a
functional currency other than euro are expressed in euro using exchange rates prevailing at the reporting period
date.
Income and expense items and cash flows are translated at the average exchange rates for each month and
exchange differences arising are recognised directly in other comprehensive income. On disposal of a foreign
entity, the cumulative amount previously recognised in the consolidated statement of comprehensive income
relating to that particular foreign operation is recognised in profit or loss in the consolidated income statement.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and
liabilities of the foreign operation and translated accordingly.
The net foreign exchange loss recognised in the consolidated income statement for the year ended 31 March
2025 is €171 million (31 March 2024: €272 million loss; 2023: €111 million gain). The net gains and net losses
are recorded within operating profit (2025: €146 million charge; 2024: €110 million charge; 2023: €247 million
credit), financing costs (2025: €1 million charge; 2024: €173 million charge; 2023: €135 million charge) and
income tax expense (2025: €24 million charge; 2024: €11 million credit; 2023: €1 million charge).
Current or non-current classification
Assets are classified as current in the consolidated statement of financial position where recovery is expected
within 12 months of the reporting date. All assets where recovery is expected more than 12 months from the
reporting date and all deferred tax assets, goodwill and intangible assets, property, plant and equipment and
investments in associates and joint ventures are reported as non-current.
Liabilities are classified as current unless the Group has the substantive right at the reporting date to defer
settlement of the liability for at least 12 months after the reporting date. For provisions, where the timing of
settlement is uncertain, amounts are classified as non-current where settlement is expected more than 12
months from the reporting date. In addition, deferred tax liabilities and post-employment benefits are reported as
non-current.
Inventory
Inventory is stated at the lower of cost and net realisable value. Cost is determined on the basis of weighted
average costs and comprises direct materials and, where applicable, direct labour costs and those overheads that
have been incurred in bringing the inventories to their present location and condition.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
137
1. Basis of preparation (continued)
New accounting pronouncements adopted on 1 April 2024
The Group adopted the following new accounting policies on 1 April 2024 to comply with amendments to IFRS:
−
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’.
The impact of adopting the above amendments to IAS 1 ‘Presentation of Financial Statements’ is discussed
below. No material impact has resulted from the adoption of the amendments to IFRS 16. The Group has
provided additional disclosures in note 15 ‘Trade and other payables’ in respect of supplier arrangements as a
result of the amendments to IAS 7 and IFRS 7.
Amendments to IAS 1 ‘Presentation of Financial Statements’
The Group has previously classified balances relating to certain bonds as current liabilities if it was the Group’s
intention to exercise options to redeem them within 12 months of the reporting date. Following the adoption of
the IAS 1 amendments on 1 April 2024, bonds that are repayable in more than 12 months are classified as non-
current liabilities regardless of any intention to redeem the bonds early.
The impact of adopting the
amendments on the consolidated statement of financial position was a reduction to the value of bonds
presented within current borrowings and a matching increase in the value of bonds presented in non-current
borrowings; the value of the adjustments as at 31 March 2024 was €931 million and at 31 March 2023 was
€2,013 million.
The Group’s financial reporting is presented in accordance with these standards from 1 April 2024.
New accounting pronouncements to be adopted on or after 1 April 2025
The following amendment has been issued by the IASB and is effective for annual periods beginning on or after 1
January 2025. This amendment has been endorsed by the UK Endorsement Board.
−
Amendments to IAS 21 ‘Lack of Exchangeability’.
The amendment is not currently expected to have a material impact on the Group’s financial reporting on
adoption, but the impact is dependent on economic factors outside of the Group’s control.
New accounting pronouncements to be adopted on or after 1 April 2026
The following new standards and amendments have been issued by the IASB but have not yet been endorsed by
the UK Endorsement Board (‘UKEB’) except where noted:
−
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 ‘.
The amendments to IFRS 9, IFRS 7 and Annual Improvements are effective for annual periods beginning on or
after 1 January 2026 whilst IFRS 18 and IFRS 19 are effective for annual periods beginning on or after 1 January
2027.
The amendments to IFRS 19 and Annual improvements are not expected to have a material impact on the
Group’s financial reporting on adoption. The Group is assessing the impact of IFRS 18, IFRS 7 and IFRS 9 and the
Group’s financial reporting will be presented in accordance with these standards from 1 April 2026 or
subsequently as applicable.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
138
2. Revenue disaggregation and segmental analysis
The Group’s businesses are managed on a geographical basis. Selected financial data is
presented on this basis below.
Accounting policies
Revenue
When the Group enters into an agreement with a customer, goods and services deliverable under the contract
are identified as separate performance obligations (‘obligations’) to the extent that the customer can benefit
from the goods or services on their own and that the separate goods and services are considered distinct from
other goods and services in the agreement. Where individual goods and services do not meet the criteria to be
identified as separate obligations they are aggregated with other goods and/or services in the agreement until a
separate obligation is identified. The obligations identified will depend on the nature of individual customer
contracts, but might typically be separately identified for mobile handsets, other equipment such as set-top
boxes and routers provided to customers and services provided to customers such as mobile and fixed line
communication services. The Group’s digital services and Internet of Things (‘IoT’) customer offers typically
include separate obligations for communications services, as well as equipment and software or software as a
service (‘SaaS’). Where goods and services have a functional dependency (for example, a fixed line router can only
be used with the Group’s services) this does not, in isolation, prevent those goods or services from being
assessed as separate obligations. Activities relating to connecting customers to the Group’s network for the
future provision of services are not considered to meet the criteria to be recognised as obligations except to the
extent that the control of related equipment passes to customers.
The Group determines the transaction price to which it expects to be entitled in return for providing the promised
obligations to the customer based on the committed contractual amounts, net of sales taxes and discounts.
Where indirect channel dealers, such as retailers, acquire customer contracts on behalf of the Group and receive
commission, any commissions that the dealer is compelled to use to fund discounts or other incentives to the
customer are treated as payments to the customer when determining the transaction price and consequently
are not included in contract acquisition costs.
The transaction price is allocated between the identified obligations according to the relative standalone selling
prices of the obligations. The standalone selling price of each obligation deliverable in the contract is determined
according to the prices that the Group would achieve by selling the same goods and/or services included in the
obligation to a similar customer on a standalone basis; where standalone selling prices are not directly
observable, estimation techniques are used maximising the use of external inputs. See ‘Critical accounting
judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’ for details. Revenue is
recognised when the respective obligations in the contract are delivered to the customer and cash collection is
considered probable. Revenue for the provision of services, such as mobile airtime, fixed line broadband, other
communications services and SaaS, is recognised when the Group provides the related service during the agreed
service period.
Revenue for device sales to end customers is generally recognised when the device is delivered to the end
customer. For device sales made to intermediaries such as indirect channel dealers, revenue is recognised if
control of the device has transferred to the intermediary and the intermediary has no right to return the device to
receive a refund; otherwise revenue recognition is deferred until sale of the device to an end customer by the
intermediary or the expiry of any right of return.
Where refunds are issued to customers they are deducted from revenue in the relevant service period.
When the Group has control of goods or services prior to delivery to a customer, then the Group is the principal in
the sale to the customer. As a principal, receipts from, and payments to, suppliers are reported on a gross basis in
revenue and operating costs. If another party has control of goods or services prior to transfer to a customer,
then the Group is acting as an agent for the other party and revenue in respect of the relevant obligations is
recognised net of any related payments to the supplier and recognised revenue represents the margin earned by
the Group. See ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of
preparation’ for details.
Customers typically pay in advance for prepay mobile services and monthly for other communication services.
Customers typically pay for handsets and other equipment either up-front at the time of sale or over the term of
the related service agreement.
When revenue recognised in respect of a customer contract exceeds amounts received or receivable from a
customer at that time a contract asset is recognised; contract assets will typically be recognised for handsets or
other equipment provided to customers where payment is recovered by the Group via future service fees. Once
the amount receivable becomes conditional only on the passage of time, the contract asset becomes a trade
receivable (see note 14 ‘Trade and other receivables’). If amounts received or receivable from a customer exceed
revenue recognised for a contract, for example if the Group receives an advance payment from a customer, a
contract liability is recognised.
When contract assets or liabilities are recognised, a financing component may exist in the contract; this is
typically the case when a handset or other equipment is provided to a customer up-front but payment is received
over the term of the related service agreement, in which case the customer is deemed to have received
financing. If a significant financing component is provided to the customer, the transaction price is reduced and
interest revenue is recognised over the customer’s payment period using an interest rate reflecting the relevant
central bank rates and customer credit risk.
Contract-related costs
When costs directly relating to a specific contract are incurred prior to recognising revenue for a related
obligation, and those costs enhance the ability of the Group to deliver an obligation and are expected to be
recovered, then those costs are recognised in the consolidated statement of financial position as fulfilment costs
and are recognised as expenses in line with the recognition of revenue when the related obligation is delivered.
The direct and incremental costs of acquiring a contract including, for example, certain commissions payable to
staff or agents for acquiring customers on behalf of the Group, are recognised as contract acquisition cost assets
in the consolidated statement of financial position when the related payment obligation is recorded. Costs are
recognised as an expense in line with the recognition of the related revenue that is expected to be earned by the
Group; typically this is over the customer contract period as new commissions are payable on contract renewal.
Certain amounts payable to agents are deducted from revenue recognised (see above).
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
139
2. Revenue disaggregation and segmental analysis (continued)
Segmental analysis
The Group’s operating segments are established on the basis of those components of the Group that are
evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing
performance. The Group has determined the chief operating decision maker to be its Chief Executive. The Group
has a single group of similar services and products, being the supply of communications services and related
products.
Revenue is attributed to a country based on the location of the Group company reporting the revenue.
Transactions between operating segments are charged at arm’s-length prices.
The operating segments for Germany, UK, Türkiye and Africa are individually material for the Group and are each
reporting segments for which certain financial information is provided. The aggregation of smaller operating
segments into the Other Europe reporting segment reflects, in the opinion of management, the similar local
market economic characteristics and regulatory environments for each of those operating segments as well as
the similar products and services sold and comparable classes of customers. The Other Europe reporting
segment (Albania, Czech Republic, Greece, Ireland, Portugal and Romania) largely reflects countries with
membership or a close association with the European Union. Common Functions is a separate reporting
segment and comprises activities which are undertaken primarily in central Group entities that do not meet the
criteria for aggregation with other reporting segments.
In October 2023 and March 2024, the Group announced the planned disposals of Vodafone Spain and Vodafone
Italy, respectively. Consequently, Vodafone Spain and Vodafone Italy were classified as discontinued operations
in the year ended 31 March 2024 and ceased to be reporting segments of the Group. The disposals completed
on 31 May 2024 and 31 December 2024, respectively.
Adjusted EBITDAaL is the Group’s measure of segment profit. A reconciliation of adjusted EBITDAaL, which
excludes discontinued operations, to the Group’s profit or loss before taxation for the financial year is shown
below.

| 2025 | 2024 | 2023
| €m | €m | €m
Adjusted EBITDAaL | 10,932 | 11,019 | 12,424
Restructuring costs | (164) | (703) | (538)
Interest on lease liabilities | 488 | 440 | 355
Loss on disposal of property, plant and equipment and intangible | (25) | (34) | (41)
Depreciation and amortisation on owned assets | (7,569) | (7,397) | (7,520)
Share of results of equity accounted associates and joint ventures | (123) | (96) | 433
Impairment (charge)/reversal | (4,515) | 64 | (64)
Other income | 565 | 372 | 9,402
Operating (loss)/profit | (411) | 3,665 | 14,451
Investment income | 864 | 581 | 232
Finance costs | (1,931) | (2,626) | (1,609)
(Loss)/profit before taxation | (1,478) | 1,620 | 13,074

Revenue disaggregation and segmental income statement analysis
Revenue reported for the year includes revenue from contracts with customers, comprising service and
equipment revenue, as well as other revenue items including revenue from leases and interest revenue arising
from transactions with a significant financing component.
The table below presents Revenue and Adjusted EBITDAaL for the years ended 31 March 2025 and 31 March
2024.

|  |  | Revenue from |  |  | Total |  |
| Service | Equipment | contracts with | Other | Interest | segment | Adjusted |
| revenue | revenue | customers | revenue 1 | revenue | revenue | EBITDAaL |
31 March 2025 | €m | €m | €m | €m | €m | €m | €m |
Germany | 10,876 | 942 | 11,818 | 345 | 17 | 12,180 | 4,384 |
UK | 5,887 | 1,109 | 6,996 | 14 | 59 | 7,069 | 1,558 |
Other Europe | 4,805 | 761 | 5,566 | 108 | 20 | 5,694 | 1,510 |
T ü rkiye | 2,484 | 595 | 3,079 | 7 | – | 3,086 | 842 |
Africa | 6,172 | 1,113 | 7,285 | 472 | 34 | 7,791 | 2,593 |
Common Functions 2 | 663 | 57 | 720 | 1,097 | – | 1,817 | 45 |
Eliminations | (129) | – | (129) | (60) | – | (189) | – |
Group | 30,758 | 4,577 | 35,335 | 1,983 | 130 | 37,448 | 10,932 |

|  |  | Revenue from |  |  | Total |
| Service | Equipment | contracts with | Other | Interest | segment | Adjusted
| revenue | revenue | customers | revenue 1 | revenue | revenue | EBITDAaL
31 March 2024 | €m | €m | €m | €m | €m | €m | €m
Germany | 11,453 | 1,132 | 12,585 | 357 | 15 | 12,957 | 5,017
UK | 5,631 | 1,111 | 6,742 | 54 | 41 | 6,837 | 1,408
Other Europe | 4,722 | 665 | 5,387 | 102 | 15 | 5,504 | 1,516
T ü rkiye | 1,746 | 609 | 2,355 | 7 | – | 2,362 | 510
Africa | 5,951 | 1,030 | 6,981 | 409 | 30 | 7,420 | 2,539
Common Functions 2 | 559 | 49 | 608 | 1,256 | – | 1,864 | 29
Eliminations | (150) | (1) | (151) | (76) | – | (227) | –
Group | 29,912 | 4,595 | 34,507 | 2,109 | 101 | 36,717 | 11,019

Notes:
1.
Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’ (see note 20 ‘Leases’).
2.
Comprises central teams and business functions.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
140
2. Revenue disaggregation and segmental analysis (continued)
The table below presents Revenue and Adjusted EBITDAaL for the comparative year ended 31 March 2023.

|  |  | Revenue from |  |  | Total |
| Service | Equipment | contracts with | Other | Interest | segment | Adjusted
| revenue | revenue | customers | revenue 1 | revenue | revenue | EBITDAaL
31 March 2023 | €m | €m | €m | €m | €m | €m | €m
Germany | 11,433 | 1,313 | 12,746 | 350 | 17 | 13,113 | 5,323
UK | 5,358 | 1,375 | 6,733 | 58 | 33 | 6,824 | 1,350
Other Europe 2 | 5,005 | 602 | 5,607 | 117 | 20 | 5,744 | 1,632
T ü rkiye 3 | 1,593 | 475 | 2,068 | 4 | – | 2,072 | 424
Africa | 6,556 | 1,089 | 7,645 | 403 | 28 | 8,076 | 2,880
Vantage Towers | – | – | – | 1,338 | – | 1,338 | 795
Common Functions 4 | 530 | 47 | 577 | 1,191 | – | 1,768 | 20
Eliminations | (157) | (1) | (158) | (1,105) | – | (1,263) | –
Group | 30,318 | 4,900 | 35,218 | 2,356 | 98 | 37,672 | 12,424

Notes:
1. Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’ (see note 20 ‘Leases’).
2. Includes the results of Vodafone Hungary which, as previously reported, 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.
The total future revenue from the remaining term of Group’s contracts with customers for performance
obligations not yet delivered to those customers at 31 March 2025 is €17,297 million (2024: €16,577 million;
2023: €16,354 million); of which €10,812 million (2024: €10,488 million; 2023: €10,324 million) is expected to
be recognised within the next year and the majority of the remaining amount in the following 12 months.
Segmental assets
The tables below present the segmental assets at 31 March 2025, 31 March 2024 and 31 March 2023.

| Non-current | Capital | Right-of-use | Other additions | Depreciation and | Impairment
| assets 1 | additions 2 | asset additions | intangible assets 3 | amortisation | charge 4
31 March 2025 | €m | €m | €m | €m | €m | €m
Germany | 37,621 | 2,482 | 1,127 | – | 4,536 | 4,350
UK | 7,904 | 926 | 2,157 | 48 | 1,908 | –
Other Europe | 7,304 | 857 | 474 | 26 | 1,472 | 165
T ü rkiye | 2,059 | 447 | 187 | – | 681 | –
Africa | 6,981 | 1,039 | 499 | 162 | 1,129 | –
Common Functions | 2,281 | 1,142 | 212 | – | 1,078 | –
Group | 64,150 | 6,893 | 4,656 | 236 | 10,804 | 4,515

| Non-current | Capital | Right-of-use | Other additions | Depreciation and | Impairment
| assets 1 | additions 2 | asset additions | intangible assets 3 | amortisation | reversal 4
31 March 2024 | €m | €m | €m | €m | €m | €m
Germany | 42,931 | 2,565 | 1,045 | – | 4,543 | –
UK | 6,863 | 878 | 957 | – | 1,733 | –
Other Europe | 7,564 | 862 | 442 | – | 1,447 | –
T ü rkiye | 1,644 | 320 | 160 | 120 | 537 | (64)
Africa | 6,377 | 1,005 | 296 | 163 | 1,184 | –
Common Functions | 1,972 | 782 | 203 | – | 970 | –
Group | 67,351 | 6,412 | 3,103 | 283 | 10,414 | (64)

| Non-current | Capital | Right-of-use | Other additions | Depreciation and | Impairment
| assets 1 | additions 2 | asset additions | intangible assets 3 | amortisation | charge 4
31 March 2023 | €m | €m | €m | €m | €m | €m
Germany | 43,878 | 2,701 | 2,145 | 2 | 4,154 | –
Italy | 10,235 | 833 | 916 | 5 | – | –
UK | 6,629 | 892 | 1,639 | – | 1,562 | –
Spain | 6,331 | 565 | 742 | 8 | – | –
Other Europe | 7,815 | 927 | 1,104 | 151 | 1,363 | –
T ü rkiye | 1,502 | 235 | 150 | 9 | 546 | 64
Africa | 6,796 | 1,122 | 246 | 264 | 1,311 | –
Vantage Towers | – | 551 | 318 | – | 326 | –
Common Functions | 2,013 | 839 | 127 | – | 993 | –
Group | 85,199 | 8,665 | 7,387 | 439 | 10,255 | 64

Notes:
1. Comprises goodwill, other intangible assets and property, plant and equipment.
2. Includes additions to: (i) property, plant and equipment (excluding right-of-use assets) and (ii) computer software, development costs
and identifiable wavelengths, reported within Intangible assets.
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
Detailed below are the key amounts recognised in arriving at our operating (loss)/profit

| 2025 | 2024 | 2023
| €m | €m | €m
Amortisation of intangible assets (Note 10) | 3,695 | 3,515 | 3,380
Depreciation of property, plant and equipment (Note 11): |  |  |
Owned assets | 3,874 | 3,882 | 4,142
Leased assets | 3,235 | 3,017 | 2,733
Impairment charge/(reversal) (Note 4) | 4,515 | (64) | 64
Staff costs (Note 24) | 5,236 | 5,498 | 5,192
Amounts related to inventory included in cost of sales | 4,514 | 4,659 | 5,035
Own costs capitalised attributable to the construction or acquisition |  |  |
of property, plant and equipment | (1,254) | (1,188) | (1,099)
Gain on the revaluation of net monetary assets resulting from IAS 29 |  |  |
application (Note 1) | (112) | (360) | (198)
Gain on disposal of Indus Towers Limited 1 | 714 | – | –
Pledge arrangements in respect of Indus Towers Limited (Note 29) 1 | (214) | – | –
Loss on disposal of Vodafone Hungary 1 | – | – | 69
Gain on disposal of Vodafone Ghana 1 | – | – | (689)
Gain on disposal of Vantage Towers 1 | – | – | (8,729)

Note:
1.
Included in Other income in the consolidated income statement.
Auditor remuneration
The total remuneration of the Group’s auditor, Ernst & Young LLP and other member firms of Ernst & Young
Global Limited, for services provided to the Group during the year ended 31 March 2025 is analysed below.

| 2025 | 2024 | 2023
| €m | €m | €m
Parent company | 8 | 7 | 6
Subsidiaries | 19 | 19 | 22
Audit fees 1 | 27 | 26 | 28
Audit-related 2 | 3 | 10 | 3
Non-audit fees | 3 | 10 | 3
Total fees | 30 | 36 | 31

Notes:
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 million (2024: €1 million, 2023: €1 million).
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.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
142
4. Impairment losses
Impairment occurs when the carrying value of assets is greater than the present value of the
net cash flows they are expected to generate. We review the carrying value of assets for each
country in which we operate at least annually. For further details of our impairment review
process see ‘Critical accounting judgements and key sources of estimation uncertainty’ in
note 1 ‘Basis of preparation’ to the consolidated financial statements.
Accounting policies
Goodwill
Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication
that the asset may be impaired.
For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately
identifiable cash flows, known as cash-generating units. The determination of the Group’s cash-generating units
is primarily based on the geographic area where the Group supplies communications services and products. If
cash flows from assets within one jurisdiction are largely independent of the cash flows from other assets in that
same jurisdiction and management monitors performance separately, multiple cash-generating units are
identified within that geographic area.
If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to
the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Impairment
losses recognised for goodwill are not reversible in subsequent periods.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.
Management prepares formal five-year plans for the Group’s cash-generating units, which are the basis for the
value in use calculations.
Property, plant and equipment, finite-lived intangible assets and equity-accounted investments
At each reporting period date, the Group reviews the carrying amounts of its property, plant and equipment, finite
lived intangible assets and equity-accounted investments to determine whether there is any indication that
those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset
is estimated in order to determine the extent, if any, of the impairment loss. Where it is not possible to estimate
the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-
generating unit to which the asset belongs.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount,
the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount and an
impairment loss is recognised immediately in the consolidated income statement.
Where there has been a change in the estimates used to determine recoverable amount and an impairment loss
subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised
estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset or cash-generating unit in prior years and an impairment loss
reversal is recognised immediately in the consolidated income statement.
Impairment review
Following our annual impairment review, the following impairments were recognised in the year ended 31 March
2025:
−
Germany: €4,350 million, which has primarily arisen from the impacts of significantly lower EBITDAaL
performance in the year ended 31 March 2025 and lower medium term EBITDAaL growth expectations on our
determination of value in use. The key driver of both changes is materially higher competitive intensity, in the
mobile market in the current year compared to the prior year ended 31 March 2024, impacting our
expectations of future cash generation.; and
−
Romania: €165 million, reflects a discount rate increase, specifically an increase in the risk-free rate, and a
downward revision of the five-year business plan.
In the prior year ended 31 March 2024, the Group recognised a reversal of a €64 million impairment in the
consolidated income statement within operating profit which related to our previous investment in Indus Towers
Limited. Further details of events that led to the recognition of this reversal are provided later in this note.
Goodwill
The remaining carrying value of goodwill at 31 March was as follows:

| 2025 | 2024
| €m | €m
Germany | 15,985 | 20,335
Other | 4,529 | 4,621
| 20,514 | 24,956

Key assumptions used in the value in use calculations
The key assumptions used in determining the value in use are:

Assumption | How determined
Projected adjusted | Projected adjusted EBITDAaL has been based on experience adjusted for the
EBITDAaL | 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 | The cash flow forecasts for capital expenditure are based on experience and
expenditure | 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 | To enable the continued provision of products and services, the cash flow
spectrum payments | forecasts for licence and spectrum payments for each relevant cash-generating
| unit include amounts for expected renewals and newly available spectrum. Beyond
| the five-year forecast period, a 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 five-year forecast period
| and is based on the lower of:
| − 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 ten-year bond issued by
| the government in each cash-generating unit’s respective country of
| operations;
| − 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.

Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
143
4. Impairment losses (continued)
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
144
4. Impairment losses (continued)
The Group performs its annual impairment test for goodwill and indefinite lived intangible assets at 31 March and
when there is an indicator of impairment of an asset. At each reporting period date, judgement is exercised by
management in determining whether any internal or external sources of information observed are indicative that
the carrying amount of any of the Group’s cash generating units is not recoverable.
Year ended 31 March 2025
For the year ended 31 March 2025, the Group recorded impairment charges of €4.4 billion and €0.2 billion with
respect to the Group’s investments in Germany and Romania respectively. The impairment charges relate solely
to goodwill and are recognised in the consolidated income statement within operating loss.
The goodwill impairment charges reflect management’s latest assessment of likely trading and economic
conditions, including the drivers of the reduction in Germany EBITDAaL from the year ended 31 March 2024 to
the year ended 31 March 2025, in the five-year business plan. The carrying values of Germany and Romania have
been reduced to their value in use estimates of €30.9 billion and €0.6 billion respectively.
Value in use assumptions
The table below shows key assumptions used in the value in use calculations of Germany and Romania:

| Assumptions used in value in use calculations
| Germany | Romania
| % | %
Pre-tax discount rate | 7.8 | 11.0
Long-term growth rate | 1.2 | 2.5
Projected adjusted EBITDAaL CAGR 1 | 1.3 | 1.5
Projected capital expenditure 2 | 17.6 - 20.7 | 9.2 - 11.0

Sensitivity analysis
The recoverable amount estimate of the UK exceeds carrying value by €1.0 billion. If the assumptions used in the
impairment review were changed to a greater extent than as presented in the following table, the changes
would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2025.

| Change required for carrying value to equal recoverable amount
| UK
| pps
Pre-tax discount rate | 1.5
Long-term growth rate | (1.4)
Projected adjusted EBITDAaL CAGR 1 | (2.0)
Projected capital expenditure 2 | 3.3

Notes:
1. Projected adjusted EBITDAaL CAGR is expressed as the compound annual growth rates in the initial five years for all cash-generating
units of the plans used for impairment testing.
2. Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in
the initial five years for all cash-generating units of the plans used for impairment testing.
For the Group’s operations in Germany and Romania management has prepared the following sensitivity analysis
to the base case recoverable amount less carrying value for changes in pre-tax discount rate and projected
adjusted EBITDAaL CAGR
1
assumptions. The associated impact of the change in each key assumption does not
consider any consequential impact on other assumptions used in the impairment review.

| Recoverable amount less carrying value
| Germany | Romania
| €bn | €bn
Base case (prior to impairment charge recognition) | (4.4) | (0.2)
Change in pre-tax discount rate |  |
Decrease by 0.5pps | (1.7) | (0.1)
Increase by 0.5pps | (6.6) | (0.2)
Change in projected adjusted EBITDAaL CAGR 1 |  |
Decrease by 2.0pps | (7.6) | (0.2)
Increase by 2.0pps | (0.8) | (0.1)

Note:
1. Projected adjusted EBITDAaL CAGR is expressed as the compound annual growth rates in the initial five years for all cash-generating
units of the plans used for impairment testing.
Year ended 31 March 2024
The disclosures below for the year ended 31 March 2024 are as previously disclosed in the Annual Report for the
year ended 31 March 2024.
Indus Towers Limited
Management determined the recoverable amount of the Group’s investment in Indus Towers on a fair value less
costs to sell basis. Indus Towers’ share price was observable in a quoted market and was considered a level 1
input under the fair value hierarchy in IFRS 13 ‘Fair Value Measurement’. The share price of INR291.15 per share
implied a recoverable amount of INR165 billion (€1.8 billion), which exceeded the carrying value of the Group’s
investment at the same date. The increase in recoverable amount supported the reversal of the prior year
impairment of €64 million.
Value in use assumptions
The table below shows key assumptions used in the value in use calculation for Germany as its carrying amount
of goodwill is significant in comparison with the Group’s total carrying amount of goodwill.

| Assumptions used in value in use calculations
| Germany
| %
Pre-tax discount rate | 8.3
Long-term growth rate | 1.0
Projected adjusted EBITDAaL CAGR 1 | 2.4
Projected capital expenditure 2 | 17.4-19.9

Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
145
4. Impairment losses (continued)
Sensitivity analysis
The estimated recoverable amounts of the Group’s operations in Germany and the UK exceeded their carrying
values by €2.3 billion and €1.6 billion respectively. If the assumptions used in the impairment review were
changed to a greater extent than as presented in the following table, the changes would, in isolation, have led to
an impairment loss being recognised for the year ended 31 March 2024.

| Change required for carrying value to equal recoverable amount
| Germany | UK
| pps | pps
Pre-tax discount rate | 0.5 | 2.2
Long-term growth rate | (0.4) | (2.1)
Projected adjusted EBITDAaL CAGR 1 | (1.2) | (2.9)
Projected capital expenditure 2 | 3.9 | 4.9

Notes:
1. Projected adjusted EBITDAaL CAGR is expressed as the compound annual growth rates in the initial five years for all cash-generating
units of the plans used for impairment testing.
2. Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in
the initial five years for all cash-generating units of the plans used for impairment testing.
Year ended 31 March 2023
The disclosures below for the year ended 31 March 2023 are as previously disclosed in the Annual Report for the
year ended 31 March 2023.
Indus Towers Limited
The Group’s investment in Indus Towers was tested for impairment at 31 March 2023 following a decline in Indus
Towers’ quoted share price. Management concluded that fair value less costs to sell was the appropriate basis to
determine the recoverable amount of the Group’s investment. Indus Towers’ share price was observable in a
quoted market and was considered a level 1 input under the fair value hierarchy in IFRS 13 ‘Fair Value
Measurement’. The share price of INR143.00 per share implied a recoverable amount of INR81 billion (€0.9
billion) which was lower than the carrying value of the investment at the same date. An impairment charge of
€64 million was recognised to reduce the carrying value of the Group’s investment to the recoverable amount in
the Group’s consolidated statement of financial position.
Value in use assumptions
The table below shows key assumptions used in the value in use calculations, and separately presented cash-
generating units for which the carrying amount of goodwill is significant in comparison with the Group’s total
carrying amount of goodwill:

| Assumptions used in value in use calculations
| Germany | Italy
| % | %
Pre-tax discount rate | 7.8 | 8.9
Long-term growth rate | 0.6 | 1.5
Projected adjusted EBITDAaL CAGR 1 | 1.8 | 1.0
Projected capital expenditure 2 | 19.4-19.8 | 16.5-17.9

Sensitivity analysis
The estimated recoverable amounts of the Group’s operations in Germany, Italy, the UK, and Spain exceeded
their carrying values by €3.2 billion, €0.2 billion, €1.3 billion, and €0.4 billion respectively. If the assumptions
used in the impairment review were changed to a greater extent than as presented in the following table, the
changes would, in isolation, have led to an impairment loss being recognised for the year ended 31 March 2023.

| Change required for carrying value to equal recoverable amount
| Germany | Italy | UK | Spain
| pps | pps | pps | pps
Pre-tax discount rate | 0.6 | 0.2 | 1.6 | 0.5
Long-term growth rate | (0.6) | (0.2) | (1.9) | (0.6)
Projected adjusted EBITDAaL CAGR 1 | (1.8) | (0.5) | (4.1) | (1.5)
Projected capital expenditure 2 | 5.5 | 0.9 | 4.2 | 2.2

Notes:
1. Projected adjusted EBITDAaL CAGR is expressed as the compound annual growth rates in the initial five years for all cash-generating
units of the plans used for impairment testing.
2. Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in
the initial five years for all cash-generating units of the plans used for impairment testing.
For the Group’s operations in Italy and Spain management prepared the following sensitivity analysis for changes
in pre-tax discount rate and projected adjusted EBITDAaL CAGR
1
assumptions. The associated impact of the
change in each key assumption did not consider any consequential impact on other assumptions used in the
impairment review.

| Recoverable amount less carrying value
| Italy | Spain
| €bn | €bn
Base case as at 31 March 2023 | 0.2 | 0.4
Change in pre-tax discount rate |  |
Decrease by 1pps | 1.4 | 1.3
Increase by 1pps | (0.8) | (0.3)
Change in projected adjusted EBITDAaL CAGR 1 |  |
Decrease by 5pps | (1.6) | (0.8)
Increase by 5pps | 2.3 | 1.8

Note:
1. Projected adjusted EBITDAaL CAGR is expressed as the compound annual growth rates in the initial five years for all cash-generating
units of the plans used for impairment testing.
5. Investment income and financing costs
Investment income comprises interest received from investments and other receivables.
Financing costs mainly arise from interest due on bonds and commercial paper issued, bank
loans and the results of hedging transactions used to manage foreign exchange and interest
rate movements.

| 2025 | 2024 | 2023
| €m | €m | €m
Investment income |  |  |
Financial assets measured at amortised cost | 355 | 327 | 196
Financial assets measured at fair value through profit and loss | 509 | 254 | 36
| 864 | 581 | 232
Financing costs |  |  |
Financial liabilities measured at amortised cost |  |  |
Bonds | 1,301 | 1,596 | 1,711
Lease liabilities | 488 | 440 | 355
Bank loans and other liabilities 1 | 499 | 712 | 392
Interest on derivatives | (356) | (395) | (561)
Mark-to-market on derivatives | (2) | 100 | (423)
Foreign exchange | 1 | 173 | 135
| 1,931 | 2,626 | 1,609
Net financing costs | 1,067 | 2,045 | 1,377

Note:
1.
Interest capitalised for the year ended 31 March 2025 was €nil (2024: €nil, 2023: €5 million).
6. Taxation
This note explains how our Group tax charge arises. The deferred tax section of the note also
provides information on our expected future tax charges and sets out the tax assets held
across the Group together with our view on whether or not we expect to be able to make use
of these in the future.
Accounting policies
Income tax expense represents the sum of current and deferred taxes.
Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as
reported in the consolidated income statement because some items of income or expense are taxable or
deductible in different years or may never be taxable or deductible. The Group’s liability for current tax is
calculated using tax rates and laws that have been enacted or substantively enacted by the reporting period date.
The Group recognises provisions for uncertain tax positions when the Group has a present obligation as a result
of a past event and management judge that it is probable that there will be a future outflow of economic benefits
from the Group to settle the obligation. Uncertain tax positions are assessed and measured on an issue-by-issue
basis within the jurisdictions that we operate either using management’s estimate of the most likely outcome
where the issues are binary, or the expected value approach where the issues have a range of possible outcomes.
The Group recognises interest on late paid taxes as part of financing costs, and, if applicable, classifies tax
penalties as part of the income tax expense if the penalties are based on profits.
Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences
between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit. It is accounted for using the statement of financial position
liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that taxable temporary differences or taxable
profits will be available against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary difference, or net temporary difference arises in a
transaction that gives rise to both taxable and deductible temporary differences, arises from the initial
recognition (other than in a business combination) of assets and liabilities and affects neither the taxable profit
nor the accounting profit. Deferred tax liabilities are also not recognised to the extent they arise from the initial
recognition of non-tax deductible goodwill.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and
associates, and interests in joint arrangements, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting period date and adjusted to reflect
changes in the Group’s assessment that sufficient taxable profits will be available to allow all the recognised
asset to be recovered.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
146
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
147
6. Taxation (continued)
Deferred tax is calculated at the tax rates that are expected to apply in the periods when the liability is settled or
the asset realised, based on tax rates that have been enacted or substantively enacted by the reporting period
date. The group does not discount deferred tax balances.
Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they either relate to income taxes levied by the same taxation authority on either
the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities
on a net basis.
Tax is charged or credited to the income statement, except when it relates to items charged or credited to other
comprehensive income or directly to equity, in which case the tax is recognised in other comprehensive income
or in equity.

| 2025 | 2024 | 2023
Income tax expense | €m | €m | €m
United Kingdom corporation tax expense: |  |  |
Current year | 59 | 70 | 4
Adjustments in respect of prior years | (8) | 1 | 4
| 51 | 71 | 8
Overseas current tax expense/(credit): |  |  |
Current year | 997 | 670 | 924
Adjustments in respect of prior years | (68) | 25 | (26)
| 929 | 695 | 898
Total current tax expense | 980 | 766 | 906
Deferred tax on origination and reversal of temporary differences: |  |  |
United Kingdom deferred tax | (91) | (36) | (71)
Overseas deferred tax | 1,357 | (680) | (343)
Total deferred tax expense/(credit) | 1,266 | (716) | (414)
Total income tax expense | 2,246 | 50 | 492

Tax charged/(credited) directly to other comprehensive income

| 2025 | 2024 | 2023
| €m | €m | €m
Current tax | (1) | 2 | 3
Deferred tax | 49 | (579) | 305
Total tax charged/(credited) directly to other comprehensive |  |  |
income | 48 | (577) | 308

Tax charged directly to equity

| 2025 | 2024 | 2023
| €m | €m | €m
Current tax | 4 | – | –
Deferred tax | 3 | 4 | 7
Total tax charged directly to equity | 7 | 4 | 7

Factors affecting the tax expense in the year
The table below explains the differences between the expected tax expense, being the aggregate of the Group’s
geographical split of profits multiplied by the relevant local tax rates and the Group’s total tax expense for each
year.

| 2025 | 2024 | 2023
| €m | €m | €m
Continuing (loss)/profit before tax as shown in the consolidated |  |  |
income statement | (1,478) | 1,620 | 13,074
(Loss)/profit at weighted average statutory tax rate | (729) | 363 | 2,787
Impairment loss with no tax effect 1 | 1,361 | – | 18
Disposal of Group investments 2 | 146 | 174 | (1,718)
Effect of taxation of associates and joint ventures, reported within |  |  |
(loss)/profit before tax | 28 | 23 | (125)
Deferred tax credit following revaluation of investments in |  |  |
Luxembourg | – | – | (393)
Previously unrecognised temporary differences and losses we expect |  |  |
to use in the future 3 | – | (1,021) | (16)
Previously recognised temporary differences and losses we no longer |  |  |
expect to use in the future | 25 | – | –
Current year temporary differences (including losses) that we |  |  |
currently do not expect to use | 33 | 84 | 81
Adjustments in respect of prior year tax liabilities | (108) | 89 | (29)
Impact of tax credits and irrecoverable taxes | 108 | 147 | 80
Deferred tax on unremitted earnings | 27 | 1 | (6)
Effect of current year changes in statutory tax rates on deferred tax |  |  |
balances 4 | 721 | (19) | 35
Settlement of the VISPL tax cases | 185 | – | –
Financing costs and similar not deductible/(taxable) for tax purposes | 137 | 214 | (27)
Revaluation of assets for tax purposes in T ü rkiye 5 | 128 | (65) | (338)
Expenses not deductible for tax purposes | 184 | 60 | 143
Income tax expense | 2,246 | 50 | 492

Notes:
1. The Group recorded impairment charges of €4,350 million and €165 million with respect to the Group's investments in Germany and
Romania respectively, which are permanently non-deductible for tax purposes.
2. The amount for 2025 includes €164 million of tax in relation to the 10.33% disposal of Vantage Towers, offset by a €(109) million credit
in relation to the non-taxable disposal of Indus Towers reduced by €56 million non-deductible settlement of MSA obligations that
resulted in the release of the secondary pledge. The amount for 2024 includes €110 million of tax relating to income of the continuing
Group presented in Discontinued Operations, €37 million in relation to the disposal of M-Pesa Holding Company Limited and €30
million in relation to the Vantage Towers disposal. The amount for 2023 relates to the disposal of Vantage Towers into a joint venture
and the tax-exempt disposals of Vodafone Hungary and Vodafone Ghana. See note 27 ‘Acquisitions and disposals’.
3. The amount in 2024 includes €1,019 million of additional losses recognised in Luxembourg.
4. The amount for 2025 includes €719 million in relation to a 1% corporate income tax rate reduction in Luxembourg.
5. The amounts for 2025, 2024 and 2023 relate to inflation adjustments in Türkiye.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
148
6. Taxation (continued)
Deferred tax
The table below is an analysis of movements in the net deferred tax asset balance during the year.

| 2025 | 2024
| €m | €m
1 April | 19,478 | 18,545
Adjustment relating to assets Held for Sale | – | (422)
Foreign exchange movements | 95 | (32)
(Charged) / credited to the income statement | (1,266) | 716
(Charged) / credited directly to OCI | (49) | 579
(Charged) / credited directly to equity | (3) | (4)
Indexation of the opening balance in respect of hyperinflation in T ü rkiye | (18) | 96
Arising on acquisitions and disposals | (2) | –
31 March | 18,235 | 19,478

Deferred tax assets and liabilities, before offset of balances within countries, are as follows:

| Amount |  |  |  | Net
| credited/ |  |  |  | recognised
| (expensed) | Gross | Gross | Less | deferred tax
| in income | deferred | deferred tax | amounts | asset/
| statement | tax asset | liability | unrecognised | (liability)
| €m | €m | €m | €m | €m
Tangible assets | (6) | 2,831 | (1,133) | – | 1,698
Intangible assets | 133 | 266 | (1,036) | (3) | (773)
Tax losses | (1,256) | 31,367 | – | (13,843) | 17,524
Treasury related items | (43) | 583 | (214) | (568) | (199)
Temporary differences relating to revenue |  |  |  |  |
recognition | (28) | 83 | (789) | – | (706)
Temporary differences relating to leases | (28) | 1,537 | (1,340) | – | 197
Other temporary differences | (38) | 716 | (209) | (13) | 494
31 March 2025 | (1,266) | 37,383 | (4,721) | (14,427) | 18,235

Analysed in the balance sheet, after offset of balances within countries, as:

| €m
Deferred tax asset | 19,033
Deferred tax liability | (798)
31 March 2025 | 18,235

At 31 March 2024, deferred tax assets and liabilities, before offset of balances within countries, were as follows:

| Amount |  |  |  | Net
| credited/ |  |  |  | recognised
| (expensed) | Gross | Gross | Less | deferred tax
| in income | deferred | deferred tax | amounts | asset/
| statement | tax asset | liability | unrecognised | (liability)
| €m | €m | €m | €m | €m
Tangible assets | (176) | 2,656 | (1,174) | 10 | 1,492
Intangible assets | 354 | 367 | (1,177) | 11 | (799)
Tax losses | 455 | 32,830 | – | (14,051) | 18,779
Treasury related items | 19 | 594 | (138) | (569) | (113)
Temporary differences relating to revenue |  |  |  |  |
recognition | (61) | 2 | (677) | – | (675)
Temporary differences relating to leases | (16) | 1,576 | (1,354) | – | 222
Other temporary differences | 141 | 892 | (306) | (14) | 572
31 March 2024 | 716 | 38,917 | (4,826) | (14,613) | 19,478

At 31 March 2024, analysed in the balance sheet, after offset of balances within countries, as:

| €m
Deferred tax asset | 20,177
Deferred tax liability | (699)
31 March 2024 | 19,478

6. Taxation (continued)
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
149
Factors affecting the tax charge in future years
The Group’s future tax charge, and effective tax rate, could be affected by several factors including tax reform in
countries around the world, including any arising from the OECD’s or European Commission’s work on the
taxation of the digital economy and European Commission initiatives such as the Minimum Tax directive,
Business in Europe: Framework for Income Taxation ‘BEFIT’ or as a consequence of state aid investigations, future
corporate acquisitions and disposals, any restructuring of our businesses and the resolution of open tax issues
(see below).
The Group is routinely subject to audit by tax authorities in the territories in which it operates. The Group
considers each issue on its merits and, where appropriate, holds provisions in respect of the potential tax liability
that may arise. As at 31 March 2025, the Group holds provisions for such potential liabilities of €314 million
(2024: €445 million). These provisions relate to multiple issues across the jurisdictions in which the Group
operates.
As the tax impact of a transaction can be uncertain until a conclusion is reached with the relevant tax authority or
through a legal process, the amount ultimately paid may differ materially from the amount accrued and could
therefore affect the Group's overall profitability and cash flows in future periods. See note 29 ‘Contingent
liabilities and legal proceedings’ to the consolidated financial statements.
The tables below present the gross amount and expiry dates of losses available for carry forward for the year
ended 31 March 2025 and the comparative year ended 31 March 2024.

| Expiring | Expiring |  |
| within | beyond |  |
| 5 years | 5 years | Unlimited | Total
31 March 2025 | €m | €m | €m | €m
Losses for which a deferred tax asset is recognised | 68 | – | 78,045 | 78,113
Losses for which no deferred tax is recognised | 98 | 15,982 | 40,403 | 56,483
| 166 | 15,982 | 118,448 | 134,596

| Expiring | Expiring |  |
| within | beyond |  |
| 5 years | 5 years | Unlimited | Total
31 March 2024 | €m | €m | €m | €m
Losses for which a deferred tax asset is recognised | 20 | – | 80,224 | 80,244
Losses for which no deferred tax is recognised | 313 | 15,653 | 40,378 | 56,344
| 333 | 15,653 | 120,602 | 136,588

Deferred tax assets on losses in Luxembourg
Included in the table above are losses of €65,200 million (2024: €67,016 million) that have arisen in Luxembourg
companies. A deferred tax asset of €15,563 million (2024: €16,714 million) has been recognised in respect of
these losses, as we conclude it is probable that the Luxembourg entities will continue to generate taxable profits
in the future against which we can utilise these losses. These tax losses principally arose from historical
impairments, primarily following the acquisition of the Mannesmann Group in 2000. These losses also arose prior
to the 2017 tax reform in Luxembourg and are available to carry forward indefinitely.
Losses incurred after the 2017 tax reform in Luxembourg, expire after 17 years and can only be used after any
pre-existing losses on a first-in-first-out basis. The Luxembourg companies have €15,958 million (2024; €15,933
million) of post-2017 losses, which will fully expire in 15 years. No deferred tax asset is recognised for these post-
2017 losses on the basis that they are not forecast to be used prior to the expiry of their 17 year life.
We also have €9,136 million (2024: €9,136 million) of Luxembourg losses in a former Cable & Wireless
Worldwide Group company, for which no deferred tax asset has been recognised as it is uncertain whether these
losses will be utilised.
During the year, the Luxembourg Corporate Income Tax rate reduced by 1% causing a write-down of the
Luxembourg deferred tax asset by €719 million. There is no cash tax impact. The Luxembourg companies utilised
€1,815 million of their pre-2017 losses in the current year, representing €433 million of the deferred tax asset
and 2.8% of the recognised deferred tax asset.
Following restructuring in December 2022, which saw the Luxembourg companies dispose of their investments
in the Group’s non-Luxembourg operating companies, the profits and losses in Luxembourg are no longer
expected to be significantly impacted by changes in the value of the Luxembourg companies’ investments. The
recovery of the deferred tax asset is expected to be driven by the recurring profits of the Luxembourg companies.
These recurring profits are derived from the Group’s internal financing, centralised procurement, and
international roaming activities. These activities have consistently generated taxable profits of over €1 billion per
annum throughout their existence.
The Group has reviewed the latest five-year forecasts for the Luxembourg
companies, including their ability and the Group’s intention to continue to generate income beyond this period.
The forecasts consider the impact of the current market conditions on the existing financing activities, including
the current view of future interest rates, levels of intragroup financing, as well as the future profits generated
from the procurement and roaming activities.
This assessment also included a review of the commercial structures supporting the profits generated from
these activities and considered the factors, under the Group’s control, which could impact the ability of these
activities to generate taxable profits. We have assessed that the current structure continues to be sustainable
under the tax laws substantively enacted at the reporting period date and the Group’s intentions to keep these
activities in Luxembourg remains unchanged.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
150
6. Taxation (continued)
Based on the current forecasts, €3,065 million (20%) (2024: €3,306 million) of the deferred tax asset is forecast
to be used within the next 10 years, and €6,194 million (40%) (2024: €6,344 million) used within 20 years. The
losses are projected to be fully utilised over the next 47 to 52 years (2024: 52 to 57 years).
The decrease in the recovery period compared to the prior year is principally a result of higher forecast interest
rates, resulting in higher retained margins on existing financing activities. An increase or decrease in the forecast
income in Luxembourg in each year of 5%-10% would change the period over which the losses will be fully
utilised by 3 to 6 years either way. The Group uses different scenarios to forecast income to understand the
impact that a change in interest rates or level of debt advanced by the Luxembourg companies could have on
the recovery period of the losses.
The Group does not currently recognise deferred tax assets which are forecast to be used 60 years beyond the
reporting period date.
Any future changes in tax law or the structure of the Group could have a significant effect on the use of the
Luxembourg losses, including the period over which these losses can be utilised. On the basis that future
changes in tax laws are unknown, the profit forecasts assume that existing tax laws continue.
Based on the above factors the Group concludes that it is probable that the Luxembourg companies will
continue to generate taxable profits in the future against which it will use these losses.
Deferred tax assets in the UK
The Group has a recognised UK deferred tax asset of €2,566 million (2024: €2,485 million). This consists
primarily of excess capital allowances, which can be claimed on a reducing balance basis, held by the current UK
tax group consisting of the UK operating company along with financing, holding and group service companies.
The Group has reviewed the latest 5-year forecasts for the current UK tax group which incorporates the inherent
risks of operating in the telecommunications sector. In the period beyond the 5-year forecast we have reviewed
the profits inherent in the terminal period taking into account the forecast level of external debt held by the
Group and the future profitability of material UK entities including Vodafone UK.
Based on the current forecasts, the deferred tax asset is expected to be recovered over the next 46 years (2024:
27 years). The recovery period has increased compared to the prior year primarily due to an updated forecast of
future taxable income arising in the UK tax group in addition to refinements to our modelling of future UK taxable
income. An increase or decrease in the forecast net taxable income in the current UK tax group in each year of
5%-10% would change the period over which the deferred tax asset will be fully utilised by 1-2 years either way.
The Group does not currently recognise deferred tax assets which are forecast to be used 60 years beyond the
reporting period date.
Any future changes in tax law or the structure of the Group could have a significant effect on the use of the UK
capital allowances and other deferred tax assets, including the period over which these can be utilised.
On the basis that future changes in tax laws are unknown, the profit forecasts assume that existing tax laws
continue.
Based on the above factors the Group concludes that it is probable that the current UK tax group will continue to
generate taxable profits in the future against which it will use these capital allowances and other deferred tax
assets.
In June 2023 we announced a binding agreement to combine our Vodafone UK business with Three UK to form
a new merged UK business (the “merged UK Group”). Following the completion of this transaction merged UK
Group will form a separate UK tax group, and the
recognition of Vodafone UK’s deferred tax asset will be assessed
by reference to the taxable profit forecast of that newly combined business. The deferred tax assets of the
remainder of the UK group will be assessed by reference to the taxable profits generated by existing group
service activities, brand and financing income, including that arising from lending into the merged UK group. We
expect the recovery period of the deferred tax assets of both the merged UK group and the remainder of the UK
group to be lower than 46 years at 31 March 2026.
The Group has capital losses amounting to €29,762 million (2024: €29,713 million) in respect of UK subsidiaries
which are only available for offset against future capital gains and, due to the UK Substantial Shareholding
Exemption rules, we do not believe it is probable we will utilise these losses such that no deferred tax asset has
been recognised, as in the prior year.
Deferred tax assets on losses in Germany
The Group has a recognised deferred tax asset of €1,950 million (2024: €2,029 million) in Germany in respect
of
losses arising primarily on the write down of investments in Germany in 2000. The losses relate to German
corporate tax and trade tax liabilities, and they do not expire. The Group concluded it is probable that the German
business will generate sufficient taxable profits in the future against which we can utilise these losses. The Group
has reviewed the latest five -year forecasts for the German business, and the inherent risks of operating in the
telecommunications business. In the period beyond the 5-year forecast, the Group continues to take into
consideration the implications of the Growth Opportunities Act, substantively enacted in March 2024 which
introduces new interest restriction rules applying to both corporate and trade tax and for which a grace-period to
31 December 2024 was introduced during the year. We expect to fully utilise the trade tax losses within 4-5 years,
and corporate tax losses within 14-15 years.
Unremitted earnings
No deferred tax liability has been recognised in respect of a further €39,199
million (2024: €38,380 million) of
unremitted earnings of subsidiaries because the Group is able to control the timing of the reversal of the
temporary difference, and it is probable that such differences will not reverse in the foreseeable future.
It is not
practicable to estimate the amount of unrecognised deferred tax liabilities in respect of these unremitted
earnings.
Pillar Two - Global Minimum Tax
The BEPS Pillar Two Minimum Tax legislation was enacted in July 2023 in the UK with effect from financial years
commencing on or after 1 January 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 FY25
tax charge includes a current tax charge of €7 million relating to Pillar 2 income taxes.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
151
7. Discontinued operations and assets held for sale
The Group classifies certain of its assets that it expects to dispose as either discontinued
operations or as held for sale.
The Group classifies non-current assets and liabilities within disposal groups (‘assets’) as held for sale if the assets
are available immediately for sale in their present condition, management is committed to a plan to sell the
assets under usual terms, it is highly probable that their carrying amounts will be recovered principally through a
sale transaction rather than through continuing use and the sale is expected to be completed within one year
from the date of the initial classification.
Assets and liabilities classified as held for sale are presented separately as current items in the consolidated
statement of financial position and are measured at the lower of their carrying amount and fair value less costs to
sell. Property, plant and equipment and intangible assets are not depreciated or amortised once classified as
held for sale. Similarly, equity accounting ceases for associates and joint ventures held for sale.
Where operations constitute a separately reportable segment (see note 2 ‘Revenue disaggregation and
segmental analysis’) and have been disposed of, or are classified as held for sale, the Group classifies such
operations as discontinued.
Discontinued operations are excluded from the results of continuing operations and are presented as a single
amount as profit or loss after tax from discontinued operations in the Consolidated income statement.
Discontinued operations are also excluded from segment reporting. All other notes to the Consolidated financial
statements include amounts for continuing operations, unless indicated otherwise.
Transactions between the Group's continuing and discontinued operations are eliminated in full in the
Consolidated income statement. To the extent that the Group considers that the commercial relationships with
discontinued operations will continue post-disposal, transactions are reflected within continuing operations with
an opposite charge or credit reflected within the results of discontinued operations resulting in a net nil impact
on the Group’s Profit for the financial year for the years presented.
Discontinued operations
On 31 October 2023, the Group announced that it had entered into binding agreements with Zegona
Communications plc (’Zegona’) in relation to the disposal of 100% of Vodafone Holdings Europe, S.L.U.
(‘Vodafone Spain’). The disposal completed on 31 May 2024.
On 15 March 2024, the Group announced that it had entered into a binding agreement with Swisscom AG
(‘Swisscom’) in relation to the disposal of 100% of Vodafone Italia S.p.A. (’Vodafone Italy’). The disposal
completed on 31 December 2024.
Consequently, the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations. The
assets and liabilities of both were presented as held for sale in the consolidated statement of financial position in
the prior year.
A summary of the results of these discontinued operations is below.

| 2025 | 2024 | 2023
| €m | €m | €m
(Loss)/profit for the financial year - Discontinued operations |  |  |
Vodafone Spain 1 | 53 | (5) | (340)
Vodafone Italy 2 | (75) | (60) | 93
Total | (22) | (65) | (247)
Loss per share - Discontinued operations |  |  |
Basic | (0.08)c | (0.24)c | (0.89)c
Diluted | (0.08)c | (0.24)c | (0.89)c

Notes:
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.
Segment analysis of discontinued operations
Vodafone Spain
The disposal of Vodafone Spain completed on 31 May 2024.
See note 27 ‘Acquisitions and disposals’ for more
information. The results of discontinued operations in Spain are detailed below.

| 2025 | 2024 | 2023
| €m | €m | €m
Revenue | 603 | 3,773 | 3,675
Cost of sales | (321) | (2,593) | (2,959)
Gross profit | 282 | 1,180 | 716
Selling and distribution expenses | (27) | (259) | (314)
Administrative expenses | (34) | (435) | (575)
Net credit losses on financial assets | (15) | (120) | (35)
Other expense | – | – | (122)
Operating profit/(loss) | 206 | 366 | (330)
Investment income | 3 | 29 | 16
Financing costs | (8) | (56) | (26)
Profit/(loss) before taxation | 201 | 339 | (340)
Income tax credit | – | 1 | –
Profit/(loss) after tax of discontinued operations | 201 | 340 | (340)
After tax loss on the re-measurement of disposal group | – | (345) | –
Loss on sale of disposal group | (148) | – | –
Profit/(loss) for the financial year from discontinued operations | 53 | (5) | (340)
Total comprehensive income/ (expense) for the financial year |  |  |
from discontinued operations |  |  |
Attributable to owners of the parent | 53 | (5) | (340)

Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
152
7. Discontinued operations and assets held for sale (continued)
Vodafone Italy
The disposal of Vodafone Italy completed on 31 December 2024.
See note 27 ‘Acquisitions and disposals’ for
more information. The results of discontinued operations in Italy are detailed below.

| 2025 | 2024 | 2023
| €m | €m | €m
Revenue | 3,356 | 4,579 | 4,722
Cost of sales | (1,293) | (3,438) | (3,532)
Gross profit | 2,063 | 1,141 | 1,190
Selling and distribution expenses | (160) | (244) | (238)
Administrative expenses | (356) | (760) | (710)
Net credit losses on financial assets | (36) | (51) | (66)
Other income/(expense) | – | – | (1)
Operating profit | 1,511 | 86 | 175
Financing costs | (66) | (86) | (93)
Profit before taxation | 1,445 | – | 82
Income tax credit/ (expense) | (387) | 23 | 11
Profit after tax of discontinued operations | 1,058 | 23 | 93
After tax loss on the re-measurement of disposal group | – | (83) | –
Loss on sale of disposal group | (1,133) | – | –
(Loss)/profit for the financial year from discontinued operations | (75) | (60) | 93
Total comprehensive (expense)/income for the financial year |  |  |
from discontinued operations |  |  |
Attributable to owners of the parent | (72) | (71) | 80

Assets held for sale
There are no assets and liabilities held for sale at 31 March 2025.
Assets and liabilities held for sale at 31 March 2024 comprised Vodafone Spain and Vodafone Italy. The relevant
assets and liabilities are detailed in the table below.

| Vodafone | Vodafone |
| Spain | Italy | Total
| €m | €m | €m
Non-current assets |  |  |
Goodwill | – | 2,398 | 2,398
Other intangible assets | 987 | 3,331 | 4,318
Property, plant and equipment | 4,957 | 4,307 | 9,264
Other investments | 2 | – | 2
Deferred tax assets | – | 461 | 461
Trade and other receivables | 223 | 167 | 390
| 6,169 | 10,664 | 16,833
Current assets |  |  |
Inventory | 39 | 134 | 173
Taxation recoverable | – | 77 | 77
Trade and other receivables | 805 | 1,117 | 1,922
Cash and cash equivalents | 13 | 29 | 42
| 857 | 1,357 | 2,214
Assets held for sale | 7,026 | 12,021 | 19,047
Non-current liabilities |  |  |
Borrowings | 878 | 1,509 | 2,387
Deferred tax liabilities | 3 | - | 3
Post employment benefits | – | 45 | 45
Provisions | 158 | 115 | 273
Trade and other payables | 43 | 120 | 163
| 1,082 | 1,789 | 2,871
Current liabilities |  |  |
Borrowings | 346 | 673 | 1,019
Taxation liabilities | – | 12 | 12
Provisions | 23 | 67 | 90
Trade and other payables | 1,203 | 1,723 | 2,926
| 1,572 | 2,475 | 4,047
Liabilities held for sale | 2,654 | 4,264 | 6,918

Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
153
8. Earnings per share
Basic earnings per share is the amount of profit generated for the financial year attributable to
equity shareholders divided by the weighted average number of shares in issue during the
year.

| 2025 | 2024 | 2023
| Millions | Millions | Millions
Weighted average number of shares for basic earnings per share | 26,149 | 27,056 | 27,680
Effect of dilutive potential shares: Employee share schemes | – | 95 | 95
Weighted average number of shares for diluted earnings per |  |  |
share | 26,149 | 27,151 | 27,775

| 2025 | 2024 | 2023
| €m | €m | €m
(Loss)/profit for earnings per share from continuing operations |  |  |
attributable to owners | (4,147) | 1,205 | 12,085
Loss for earnings per share from discontinued operations attributable |  |  |
to owners | (22) | (65) | (247)
(Loss)/profit for basic and diluted earnings per share | (4,169) | 1,140 | 11,838

| 2025 | 2024 | 2023
| eurocents | eurocents | eurocents
Basic (loss)/earnings per share from continuing operations | (15.86)c | 4.45c | 43.66c
Basic (loss) per share from discontinued operations | (0.08)c | (0.24)c | (0.89)c
Basic (loss)/earnings per share | (15.94)c | 4.21c | 42.77c

| 2025 | 2024 | 2023
| eurocents | eurocents | eurocents
Diluted (loss)/earnings per share from continuing operations | (15.86)c | 4.44c | 43.51c
Diluted loss per share from discontinued operations | (0.08)c | (0.24)c | (0.89)c
Diluted (loss)/earnings per share | (15.94)c | 4.20c | 42.62c

9. Equity dividends
Dividends are one type of shareholder return, historically paid to our shareholders in February
and August.
2025
2024
2023
€m
€m
€m
Declared during the financial year
Final dividend for the year ended 31 March 2024: 4.50 eurocents per
share
(2023: 4.50 eurocents per share, 2022: 4.50 eurocents per share)
1,212
1,215
1,265
Interim dividend for the year ended 31 March 2025: 2.25 eurocents
per share
(2024: 4.50 eurocents per share, 2023: 4.50 eurocents per share)
583
1,218
1,237
1,795
2,433
2,502
Proposed after the end of the year and not recognised as a
liability
Final dividend for the year ended 31 March 2025: 2.25 eurocents per
(2024: 4.50 eurocents per share, 2023: 4.50 eurocents per share)
558
1,219
1,215
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
154
10. Intangible assets
The consolidated statement of financial position contains significant intangible assets, mainly
in relation to goodwill and licences and spectrum. Goodwill, which arises when we acquire a
business and pay a higher amount than the fair value of its net assets primarily due to the
synergies we expect to create, is not amortised but is subject to annual impairment reviews.
Licences and spectrum are amortised over the life of the licence. For further details see
‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of
preparation ‘ to the consolidated financial statements.
Accounting policies
Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future
economic benefits attributed to the asset will flow to the Group and the cost of the asset can be reliably
measured. Identifiable intangible assets are recognised at fair value when the Group completes a business
combination. The determination of the fair values of the separately identified intangibles, is based, to a
considerable extent, on management’s judgement.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s
interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised
at the date of acquisition.
Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated
impairment losses. Goodwill is not subject to amortisation but is tested for impairment annually or whenever
there is evidence that it may be impaired. Goodwill is denominated in the currency of the acquired entity and
revalued to the closing exchange rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised directly in the consolidated income statement.
On disposal of a subsidiary or a joint arrangement, the attributable amount of goodwill is included in the
determination of the profit or loss recognised in the consolidated income statement on disposal.
Finite lived intangible assets
Intangible assets with finite lives are stated at acquisition or development cost, less accumulated amortisation.
The amortisation period and method are reviewed at least annually. Changes in the expected useful life or the
expected pattern of consumption of future economic benefits embodied in the asset are accounted for by
changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.
Licence and spectrum fees
Amortisation periods for licence and spectrum fees are determined primarily by reference to the unexpired
licence period, the conditions for licence renewal and whether licences are dependent on specific technologies.
Amortisation is charged to the consolidated income statement on a straight-line basis over the estimated useful
lives from the commencement of related network services.
Software
Computer software comprises software purchased from third parties as well as the cost of internally developed
software. Computer software licences are capitalised on the basis of the costs incurred to acquire and bring into
use the specific software. Costs that are directly associated with the production of identifiable and unique
software products controlled by the Group, and are probable of producing future economic benefits, are
recognised as intangible assets. Direct costs of software development include employee costs and directly
attributable overheads.
Software integral to an item of hardware equipment is classified as property, plant and equipment.
Costs associated with maintaining software programs are recognised as an expense when they are incurred.
Amortisation is charged to the consolidated income statement on a straight-line basis over the estimated useful
life from the date the software is available for use.
Other intangible assets
Other intangible assets, including brands and customer bases, are recorded at fair value at the date of acquisition.
Amortisation is charged to the consolidated income statement, over the estimated useful lives of intangible
assets from the date they are available for use, on a straight-line basis. The amortisation basis adopted for each
class of intangible asset reflects the Group’s consumption of the economic benefit from that asset.
Estimated useful lives
The estimated useful lives of finite lived intangible assets are as follows:

Licence and spectrum fees | 3 - 40 years
Software | 3 - 10 years
Brands | 1 - 30 years
Customer bases | 2 - 37 years

Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
155
10. Intangible assets (continued)

|  | Licence and | Computer | Customer |  |
| Goodwill | spectrum fees | software | bases | Other | Total
| €m | €m | €m | €m | €m | €m
Cost |  |  |  |  |  |
1 April 2023 | 96,904 | 34,306 | 18,474 | 11,905 | 539 | 162,128
Exchange movements | (1,042) | (435) | (414) | (130) | (60) | (2,081)
Additions | – | 283 | 2,615 | – | 17 | 2,915
Disposals | – | (986) | (989) | – | (2) | (1,977)
Transfer of assets held for resale | (19,498) | (6,258) | (2,600) | (2,517) | (57) | (30,930)
Hyperinflation impacts | 888 | 382 | 348 | 62 | 49 | 1,729
31 March 2024 | 77,252 | 27,292 | 17,434 | 9,320 | 486 | 131,784
Exchange movements | (252) | 62 | (63) | 17 | (18) | (254)
Acquisition of subsidiaries | 7 | – | – | 4 | – | 11
Additions | – | 236 | 2,414 | – | 5 | 2,655
Disposals | – | (98) | (772) | – | (1) | (871)
Hyperinflation impacts | 709 | 301 | 291 | 49 | 39 | 1,389
Other | – | – | (45) | – | – | (45)
31 March 2025 | 77,716 | 27,793 | 19,259 | 9,390 | 511 | 134,669
Accumulated impairment losses and amortisation |  |  |  |  |  |
1 April 2023 | 69,289 | 24,337 | 12,462 | 8,307 | 526 | 114,921
Exchange movements | (897) | (144) | (324) | (120) | (56) | (1,541)
Charge for the year 1 | – | 1,031 | 2,484 | 606 | 1 | 4,122
Disposals | – | (985) | (951) | – | – | (1,936)
Transfer of assets held for resale | (16,984) | (2,704) | (1,871) | (2,517) | (57) | (24,133)
Hyperinflation impacts | 888 | 196 | 304 | 62 | 49 | 1,499
31 March 2024 | 52,296 | 21,731 | 12,104 | 6,338 | 463 | 92,932
Exchange movements | (318) | 106 | (58) | 16 | (14) | (268)
Impairments | 4,515 | – | – | – | – | 4,515
Charge for the year 1 | – | 651 | 2,431 | 605 | 8 | 3,695
Disposals | – | (98) | (767) | – | (1) | (866)
Hyperinflation impacts | 709 | 176 | 250 | 49 | 39 | 1,223
31 March 2025 | 57,202 | 22,566 | 13,960 | 7,008 | 495 | 101,231
Net book value |  |  |  |  |  |
31 March 2024 | 24,956 | 5,561 | 5,330 | 2,982 | 23 | 38,852
31 March 2025 | 20,514 | 5,227 | 5,299 | 2,382 | 16 | 33,438

Note:
1. Included in the charge for the year ended 31 March 2025 is €nil (2024: €607 million) in respect of Vodafone Italy and Vodafone Spain,
which are now reported as discontinued operations. See note 7 ‘Discontinued operations and assets held for sale’ for more information.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
156
10. Intangible assets (continued)
For licences and spectrum fees and other intangible assets, amortisation is included within the cost of sales line
within the consolidated income statement. Included in the net book value of computer software and licenses
and spectrum fees are assets in the course of construction, which are not depreciated, with a cost of €1,035
million (2024: €1,200 million) and €151m (2024: €25 million) respectively.
The net book value and expiry dates of the most significant licences are as follows:

|  | 2025 | 2024
| Expiry dates | €m | €m
Germany | 2025 - 2040 | 2,392 | 2,686
UK | 2033 - 2041 | 965 | 989
Vodacom | 2026 - 2042 | 771 | 687

The remaining amortisation period for each of the licences in the table above corresponds to the expiry date of
the respective licence. A summary of the Group’s most significant spectrum licences can be found on page 235.
11. Property, plant and equipment
The Group makes significant investments in network equipment and infrastructure – the base
stations and technology required to operate our networks – that form the majority of our
tangible assets. All assets are depreciated over their useful economic lives. For further details
on the estimation of useful economic lives, see ‘Critical accounting judgements and key
sources of estimation uncertainty’ in note 1 ‘Basis of preparation ‘to the consolidated financial
statements.
Accounting policies
Land and buildings held for use are stated in the consolidated statement of financial position at their cost, less
any accumulated depreciation and any accumulated impairment losses.
Amounts for equipment, fixtures and fittings, which includes network infrastructure assets are stated at cost less
accumulated depreciation and any accumulated impairment losses.
Assets in the course of construction are carried at cost, less any recognised impairment losses. Depreciation of
these assets commences when the assets are ready for their intended use.
The cost of property, plant and equipment includes directly attributable incremental costs incurred in their
acquisition and installation.
Depreciation is charged so as to write off the cost of assets, other than land, using the straight-line method, over
their estimated useful lives, as follows:

Land and buildings |
Freehold buildings | 25 - 50 years
Leasehold premises | The term of the lease
Equipment, fixtures and fittings |
Network infrastructure and other | 1 - 35 years

Depreciation is not provided on freehold land.
Right-of-use assets arising from the Group’s lease arrangements are depreciated over their reasonably certain
lease term, as determined under the Group’s leases policy (see note 20 ‘Leases’ and ‘Critical accounting
judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’ for details).
The gain or loss arising on the disposal, retirement or granting of a finance lease on an item of property, plant and
equipment is determined as the difference between any proceeds from sale or receivables arising on a lease and
the carrying amount of the asset and is recognised in the consolidated income statement.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
157
11. Property, plant and equipment (continued)

|  | Equipment, |
| Land and | fixtures |
| buildings | and fittings | Total
| €m | €m | €m
Cost |  |  |
1 April 2023 | 1,997 | 74,460 | 76,457
Exchange movements | (31) | (1,878) | (1,909)
Additions | 34 | 4,753 | 4,787
Disposals | (15) | (2,070) | (2,085)
Transfer of assets held for resale | (439) | (18,530) | (18,969)
Hyperinflation impacts | 9 | 1,376 | 1,385
Other | 2 | 90 | 92
31 March 2024 | 1,557 | 58,201 | 59,758
Exchange movements | 5 | (381) | (376)
Additions | 27 | 4,447 | 4,474
Disposals | (13) | (904) | (917)
Hyperinflation impacts | 5 | 1,172 | 1,177
Other | (16) | 282 | 266
31 March 2025 | 1,565 | 62,817 | 64,382
Accumulated depreciation and impairment |  |  |
1 April 2023 | 1,240 | 49,323 | 50,563
Exchange movements | (7) | (1,258) | (1,265)
Charge for the year 1 | 56 | 4,814 | 4,870
Disposals | (15) | (2,039) | (2,054)
Transfer of assets held for resale | (287) | (12,507) | (12,794)
Hyperinflation impacts | 2 | 1,037 | 1,039
31 March 2024 | 989 | 39,370 | 40,359
Exchange movements | 4 | (308) | (304)
Charge for the year 1 | 36 | 3,838 | 3,874
Disposals | (14) | (867) | (881)
Hyperinflation impacts | 2 | 849 | 851
Other | (12) | 93 | 81
31 March 2025 | 1,005 | 42,975 | 43,980
Net book value |  |  |
31 March 2024 | 568 | 18,831 | 19,399
31 March 2025 | 560 | 19,842 | 20,402

Note:
1. Included in the charge for the year ended 31 March 2025 was €Nil (2024: €988 million) in respect of Vodafone Italy and Vodafone
Spain, which was reported as discontinued operations. See note 7 ‘Discontinued operations and assets held for sale’ for more
information.
Included in the net book value of land and buildings and equipment, fixtures and fittings are assets in the course
of construction, which are not depreciated, with a cost of €15 million (2024: €4 million) and €1,355 million
(2024: €1,401 million) respectively. Also included in the book value of equipment, fixtures and fittings are assets
leased out by the Group under operating leases, with a cost of €1,653 million (2024: €1,623 million),
accumulated depreciation of €1,133 million (2024: €1,040 million) and net book value of €520 million (2024:
€583 million).
Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant and
equipment:

| 2025 | 2024
| €m | €m
Property, plant and equipment (owned assets) | 20,402 | 19,399
Right-of-use assets | 10,310 | 9,100
31 March | 30,712 | 28,499

Additions of €4,656 million (2024: €4,173 million) and a depreciation charge of €3,235 million (2024: €4,108
million) were recorded in respect of right-of-use assets during the year ended 31 March 2025. Included in the
depreciation charge for the year ended 31 March 2025 was €Nil (2024: €1,091 million) in respect of Vodafone
Italy and Vodafone Spain, which are reported as discontinued operations. See note 7 ‘Discontinued operations
and assets held for sale’.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
158
12. Associates and joint arrangements
The Group holds interests in associates in Kenya, where we have significant influence, as well
as in a number of joint arrangements, notably in the Netherlands, India, Australia and Oak
Holdings 1 GmbH and its markets, where we share control with one or more third parties. See
note 1 ‘Basis of preparation’ to the consolidated financial statements for further details.
Accounting policies
Interests in joint arrangements
A joint arrangement is a contractual arrangement whereby the Group and other parties undertake an economic
activity that is subject to joint control; that is, when the relevant activities that significantly affect the investee’s
returns require the unanimous consent of the parties sharing control. Joint arrangements are either joint
operations or joint ventures.
Gains or losses resulting from the contribution or sale of a subsidiary as part of the formation of a joint
arrangement are recognised in respect of the Group’s entire equity holding in the subsidiary.
Joint operations
A joint operation is a joint arrangement whereby the parties that have joint control have the rights to the assets,
and obligations for the liabilities, relating to the arrangement or that other facts and circumstances indicate that
this is the case. The Group’s share of assets, liabilities, revenue, expenses and cash flows are combined with the
equivalent items in the consolidated financial statements on a line-by-line basis.
Any goodwill arising on the acquisition of the Group’s interest in a joint operation is accounted for in accordance
with the Group’s accounting policy for goodwill arising on the acquisition of a subsidiary.
Joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control have the rights to the net assets
of the arrangement.
At the date of acquisition, any excess of the cost of acquisition over the Group’s share of the net fair value of the
identifiable assets, liabilities and contingent liabilities of the joint venture is recognised as goodwill. The goodwill
is included within the carrying amount of the investment.
The results and assets and liabilities of joint ventures, other than those joint ventures or part thereof that are held
for sale (see note 7 ‘Discontinued operations and assets held for sale’), are incorporated in the consolidated
financial statements using the equity method of accounting. Under the equity method, investments in joint
ventures are carried in the consolidated statement of financial position at cost adjusted for post-acquisition
changes in the Group’s share of the net assets of the joint venture, less any impairment in the value of the
investment. The Group’s share of post-tax profits or losses are recognised in the consolidated income statement.
Losses of a joint venture in excess of the Group’s interest in that joint venture are recognised only to the extent
that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.
Associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an
interest in a joint arrangement.
Significant influence is the power to participate in the financial and operating policy decisions of the investee but
where the Group does not have control or joint control over those policies.
At the date of acquisition, any excess of the cost of acquisition over the Group’s share of the net fair value of the
identifiable assets, liabilities and contingent liabilities of the associate is recognised as goodwill. The goodwill is
included within the carrying amount of the investment.
The results and assets and liabilities of associates are incorporated in the consolidated financial statements using
the same equity method of accounting used for joint ventures, described above.
Joint ventures and associates

| 2025 | 2024
| €m | €m
Investments in joint ventures | 6,342 | 8,203
Investments in associates | 550 | 1,829
31 March | 6,892 | 10,032
Share of net liabilities in joint ventures | (96) | –
31 March | (96) | –

Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
159
12. Associates and joint arrangements (continued)
Joint ventures
The financial and operating activities of the Group’s joint ventures are jointly controlled by the participating
shareholders. The participating shareholders have rights to the net assets of the joint ventures through their
equity shareholdings. Unless otherwise stated, the Group’s principal joint ventures all have share capital
consisting solely of ordinary shares and are all indirectly held. The country of incorporation or registration of all
joint ventures is also their principal place of operation.

|  | Country of | Percentage | Percentage
|  | incorporation or | shareholdings 1 | shareholdings 1
Name of joint venture | Principal activity | registration | 2025 | 2024
Oak Holdings 1 GmbH | Network infrastructure | Germany | 50.0 | 60.3
VodafoneZiggo Group Holding B.V. | Network operator | Netherlands | 50.0 | 50.0
OXG Glasfaser Beteiligungs GmbH | Fibre infrastructure | Germany | 50.0 | 50.0
Vodafone Idea Limited 2 | Network operator | India | 24.4 | 31.4
TPG Telecom Limited 3 | Network operator | Australia | 25.1 | 25.1

Notes:
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 118
billion (€1,283
million) (2024: INR 208
billion (€2,313
million)) based on the quoted share price on the National Stock Exchange of India. On 30 March 2025, Vodafone Idea
announced that the Government of India had agreed to convert US$4.3 billion (€4.0 billion) of outstanding spectrum dues to equity
and
the associated dues were reported within equity as at 31 March 2025. The Group’s shareholding
in Vodafone Idea Limited was
subsequently diluted to 16.1% in April 2025.
3.
At 31 March 2025 the
fair value of the Group’s interest in TPG Telecom Limited was AUD 2,236
million (€1,290
million) (2024: AUD
2,101 million
(€1,269 million)) based on the quoted share price on ASX.
Oak Holdings 1 GmbH
On 22 July 2024, the Group announced the sale of a further 10.3% stake in Oak Holdings 1 GmbH, the
partnership that co-controls
Vantage Towers, for €1,336 million, leaving the Group’s retained interest at 50.0%.
Oak Holdings 1 GmbH owns 89.3% of Vantage Towers.
A net gain on disposal of €26 million has been recorded within Other income in the Consolidated income
statement.
OXG Glasfaser Beteiligungs GmbH
In March 2023, the Group entered into an agreement with Altice Luxembourg S.A. to create a joint venture, OXG
Glasfaser Beteiligungs GmbH (‘OXG’), with 50.0% shareholding held by each shareholder. Each shareholder is
committed to contribute funding of up to
€950 million to OXG for the deployment of fibre-to-the-home
in
Germany. During the year ended 31 March 2025, the Group provided €36 million (2024: €32
million) of capital
contributions to OXG. The remaining funding commitment of €882
million is expected to be contributed
between 2025 and 2029. The amount and timing of the funding depends on the speed and size of the fibre
deployment. The contribution can be in the form of free capital reserves, shareholder loan, loan notes or similar
instruments as agreed by the shareholders.
Vodafone Idea Limited
The Group’s carrying value in Vodafone Idea Limited (‘VIL’) reduced to €nil at 30 September 2019. The Group’s
share of VIL’s losses not recognised at 31 March 2025 is €1,758
million (2024: €4,528 million).
During the year VIL has undertaken equity fund-raisings
totalling €2.5 billion and has undertaken a further
conversion of debt due to the Government of India during April 2025, resulting
in the Group’s interest in VIL
reducing to 16.1%.
TPG Telecom Limited
TPG Telecom Limited is listed on the Australian
Securities Exchange (‘ASX’). Vodafone and Hutchison
Telecommunications (Australia) Limited each own an economic interest of 25.05%, with the remaining 49.9%
listed as free float on the ASX. The financial information presented in the tables below includes debt held within
the structure that holds the Group’s interest in TPG,
for which the Group provides a guarantee over its share (see
note 22 ‘Capital and financial risk management’).
Dividends received from joint ventures
During the year ended 31 March 2025, the Group received dividends included in the consolidated statement of
cash flows from VodafoneZiggo Group Holding B.V. of €63 million (2024: €100 million, 2023: €165 million), TPG
Telecom Limited of €24 million (2024: €23 million, 2023: €24 million) and Oak Holdings 1 GmbH of €307
million (2024: €196 million, 2023: €nil).
Aggregated financial information
The table below provides aggregated financial information for the Group’s joint ventures as it relates to the
amounts recognised in the consolidated income statement and consolidated statement of financial position.

| Investment in joint ventures 1 | (Loss)/profit for the financial year 2
| 2025 | 2024 | 2025 | 2024 | 2023
| €m | €m | €m | €m | €m
Oak Holdings 1 GmbH | 5,943 | 7,620 | (74) | (85) | –
VodafoneZiggo Group Holding B.V. | 330 | 516 | (125) | (177) | 137
TPG Telecom Limited | (96) | (2) | (97) | (74) | 48
INWIT S.p.A. | – | – | – | – | 30
Other | 69 | 69 | (65) | (43) | (15)
Total | 6,246 | 8,203 | (361) | (379) | 200

Notes:
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.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
160
12. Associates and joint arrangements (continued)
Summarised financial information
Summarised financial information for the Group’s material joint ventures on a 100% ownership basis is set out
below.

| Oak Holdings 1 GmbH | VodafoneZiggo Group Holding B.V.
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023
| €m | €m | €m | €m | €m | €m
Income statement |  |  |  |  |  |
Revenue | 1,249 | 1,166 | – | 4,082 | 4,128 | 4,063
Operating expenses | (117) | (130) | – | (2,190) | (2,195) | (2,124)
Depreciation and amortisation | (953) | (868) | – | (1,600) | (1,555) | (1,527)
Other income/(expense) | (26) | 5 | – | – | – | –
Operating profit | 153 | 173 | – | 292 | 378 | 412
Interest income | 7 | 5 | – | – | – | –
Interest expense | (538) | (455) | – | (652) | (809) | 11
(Loss)/profit before tax | (378) | (277) | – | (360) | (431) | 423
Income tax credit/(expense) | 212 | 132 | – | 111 | 77 | (150)
(Loss)/profit for the financial |  |  |  |  |  |
year 1 | (166) | (145) | – | (249) | (354) | 273

| Vodafone Idea Limited | TPG Telecom Limited
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023
| €m | €m | €m | €m | €m | €m
Income statement |  |  |  |  |  |
Revenue | 4,797 | 4,749 | 5,046 | 3,359 | 3,371 | 3,027
Operating expenses | (3,005) | (3,066) | (3,280) | (2,320) | (2,238) | (1,870)
Depreciation and amortisation | (2,142) | (2,178) | (2,396) | (902) | (891) | (700)
Other income | – | 83 | – | – | – | –
Operating (loss)/profit | (350) | (412) | (630) | 137 | 242 | 457
Interest income | 107 | 7 | 9 | – | – | –
Interest expense | (2,539) | (2,718) | (2,567) | (391) | (368) | (172)
(Loss)/profit before tax | (2,782) | (3,123) | (3,188) | (254) | (126) | 285
Income tax (expense)/credit | (2) | (95) | – | 27 | (8) | (25)
(Loss)/profit for the financial |  |  |  |  |  |
year 1 | (2,784) | (3,218) | (3,188) | (227) | (134) | 260

| INWIT S.p.A.
| 2025 | 2024 | 2023
| €m | €m | €m
Income statement |  |  |
Revenue | – | – | 853
Operating expenses | – | – | (73)
Depreciation and amortisation | – | – | (508)
Operating profit | – | – | 272
Interest expense | – | – | (81)
Profit before tax | – | – | 191
Income tax expense | – | – | (1)
Profit for the financial year 1 | – | – | 190

Note:
1.
Total Other comprehensive income/(expense) is not materially different to profit/(loss) for the financial year.
As disclosed above, the Group’s investment in 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.
Financial information is presented for TPG Telecom Limited (‘TPG’) for the year to, and as at 31 December 2024
on the basis that full-year information in relation to TPG has not been released at the date of approval of these
consolidated financial statements and as such is market sensitive for TPG.
Financial information presented for INWIT S.p.A. for the years to 31 March 2023 is based on the financial results
and financial position as at 31 December 2022.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
161
12. Associates and joint arrangements (continued)
Summarised financial information
Summarised financial information for the Group’s material joint ventures on a 100% ownership basis is set out
below.

| Oak Holdings 1 GmbH | VodafoneZiggo Group
| 2025 | 2024 | Holding B.V. 2025 | 2024
| €m | €m | €m | €m
Statement of financial position |  |  |  |
Non-current assets | 24,149 | 24,015 | 15,012 | 15,753
Current assets | 749 | 746 | 788 | 884
Total assets | 24,898 | 24,761 | 15,800 | 16,637
Equity shareholders’ funds | 11,887 | 12,630 | 660 | 1,033
Non-current liabilities | 10,167 | 9,386 | 12,773 | 13,145
Current liabilities | 2,844 | 2,745 | 2,367 | 2,459
Cash and cash equivalents within current assets | 240 | 267 | 144 | 61
Non-current liabilities excluding trade and other |  |  |  |
payables and provisions | 9,560 | 8,751 | 12,640 | 12,995
Current liabilities excluding trade and other payables and |  |  |  |
provisions | 502 | 502 | 1,094 | 1,171

| Vodafone Idea Limited | TPG Telecom Limited
| 2025 | 2024 | 2025 | 2024
| €m | €m | €m | €m
Statement of financial position |  |  |  |
Non-current assets | 16,069 | 16,251 | 9,024 | 9,663
Current assets | 2,817 | 1,654 | 734 | 900
Total assets | 18,886 | 17,905 | 9,758 | 10,563
Equity shareholders’ (deficit)/funds | (9,479) | (13,710) | 2,175 | 2,606
Non-current liabilities | 22,636 | 25,855 | 6,523 | 6,789
Current liabilities | 5,729 | 5,760 | 1,060 | 1,168
Cash and cash equivalents within current assets | 1,145 | 60 | 85 | 192
Non-current liabilities excluding trade and other |  |  |  |
payables and provisions | 22,612 | 25,837 | 6,437 | 6,704
Current liabilities excluding trade and other payables and |  |  |  |
provisions | 2,307 | 2,044 | 105 | 102

The reconciliation of summarised financial information presented to the carrying amount of our interest in joint
ventures is set out below.

| Oak Holdings 1 GmbH | VodafoneZiggo Group Holding B.V.
| 2025 | 2024 | 2025 | 2024 | 2023
| €m | €m | €m | €m | €m
Equity shareholders’ funds | 11,887 | 12,630 | 660 | 1,033 |
Interest in joint ventures 1 | 5,943 | 7,620 | 330 | 516 |
Carrying value | 5,943 | 7,620 | 330 | 516 |
(Loss)/profit for the financial year | (166) | (145) | (249) | (354) | 273
Share of (loss)/profit 1 | (74) | (85) | (125) | (177) | 137

| Vodafone Idea Limited | TPG Telecom Limited
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023
| €m | €m | €m | €m | €m | €m
Equity shareholders’ |  |  |  |  |  |
(deficit)/funds | (9,479) | (13,710) |  | 2,175 | 2,606 |
Interest in joint ventures 1 | (1,524) | (4,300) |  | (144) | (53) |
Impairment | (234) | (240) |  | – | – |
Goodwill | – | – |  | 48 | 51 |
Investment proportion not |  |  |  |  |  |
recognised | 1,758 | 4,540 |  | – | – |
Carrying value | – | – |  | (96) | (2) |
(Loss)/profit for the financial year | (2,784) | (3,218) | (3,188) | (227) | (134) | 260
Share of (loss)/profit 1 | (660) | (1,009) | (1,030) | (97) | (74) | 48
Share of loss not recognised | 660 | 1,009 | 1,030 | – | – | –
Share of (loss)/profit 1 | – | – | – | (97) | (74) | 48

| INWIT S.p.A.
| 2025 | 2024 | 2023
| €m | €m | €m
Equity shareholders’ funds | – | – |
Interest in joint ventures | – | – |
Carrying value | – | – |
Profit for the financial year | – | – | 190
Share of profit | – | – | 63
Share of profit not recognised as |  |  |
held for sale | – | – | (33)
Share of profit | – | – | 30

Note:
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 50.0%, 50.0%, 24.4% and 25.1%, respectively, rounded to the nearest tenth of one percent.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
162
12. Associates and joint arrangements (continued)
Associates
Unless otherwise stated, the Group’s principal associates all have share capital consisting solely of ordinary
shares and are all indirectly held. The country of incorporation or registration is also their place of operation.

|  | Country of | Percentage | Percentage
|  | incorporation | shareholding 1 | shareholding 1
| Principal activity | or registration | 2025 | 2024
Safaricom PLC 1 | Network operator | Kenya | 39.9 | 39.9
Indus Towers Limited | Network infrastructure | India | – | 21.0

Notes:
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 293 billion (€2,096 million) (2024: KES 284 billion
(€1,996 million)) based on the closing quoted share price on the Nairobi Stock Exchange.
3. At 31 March 2025, the fair value of the Group’s interest in Indus Towers Limited was nil (2024: INR 165 billion (€1,833 million)).
Aggregated financial information
The table below provides aggregated financial information for the Group’s associates as it relates to the amounts
recognised in the consolidated income statement and consolidated statement of financial position.

| Investment in associates | Profit/(loss) for the financial year
| 2025 | 2024 | 2025 | 2024 | 2023
| €m | €m | €m | €m | €m
Safaricom PLC 1 | 500 | 627 | 201 | 159 | 195
Indus Towers Limited | – | 1,104 | 55 | 140 | 50
Other | 50 | 98 | (18) | (16) | (12)
Total | 550 | 1,829 | 238 | 283 | 233

Note:
1. Other comprehensive income includes loss for the financial year, together with €103 million loss (2024: €76 million gain) in respect of
the application of IAS 29 to Safaricom’s operations in Ethiopia.
Indus Towers Limited
On 19 June 2024, the Group announced the sale of an 18.0% stake in Indus Towers Limited (‘Indus’) through an
accelerated book-building offering (‘placing’). The placing raised INR 153.0 billion (€1,684 million) in gross
proceeds. Following the placing, the Group de-recognised its remaining associate investment in Indus, which was
classified as an Other Investment recorded at fair value through profit and loss. A net gain on disposal of €714
million has been recorded within other income in the Consolidated income statement. In August 2024 and
December 2024, the Group disposed of its remaining 3.0% stake in Indus for cash consideration of €329m.
Dividends received from associates
During the year ended 31 March 2025, the Group received dividends included in the consolidated statement of
cash flows from Safaricom PLC of €136 million (2024: €122 million, 2023: €250 million) and from Indus Towers
Limited of €Nil (2024: €nil, 2023: €75 million).
Summarised financial information
Summarised financial information for each of the Group’s material associates on a 100% ownership basis is set
out in the following table, together with the reconciliation to the carrying amount of our interest in the associate.

| Safaricom PLC | Indus Towers Limited
| 2025 | 2024 | 2023 | 2025 2 | 2024 | 2023
| €m | €m | €m | €m | €m | €m
Income statement |  |  |  |  |  |
Revenue | 2,792 | 2,210 | 2,468 | 835 | 3,185 | 3,343
Operating expenses | (1,561) | (1,189) | (1,353) | (286) | (1,598) | (2,240)
Depreciation and amortisation | (489) | (523) | (432) | (167) | (637) | (588)
Other income | 79 | 142 | 68 | – | – | –
Operating profit | 821 | 640 | 751 | 382 | 950 | 515
Interest income | 17 | 16 | 13 | 11 | 126 | 26
Interest expense | (167) | (121) | (69) | (48) | (218) | (200)
Profit before tax | 671 | 535 | 695 | 345 | 858 | 341
Income tax expense | (340) | (266) | (285) | (82) | (192) | (102)
Profit for the financial year | 331 | 269 | 410 | 263 | 666 | 239
and total comprehensive |  |  |  |  |  |
income |  |  |  |  |  |
Attributable to: |  |  |  |  |  |
- Owners of the parent | 503 | 399 | 489 | 263 | 666 | 239
- Non-controlling interests | (172) | (130) | (79) | – | – | –
Statement of financial |  |  |  |  |  |
position |  |  |  |  |  |
Non-current assets | 3,062 | 3,901 |  | – | 6,082 |
Current assets | 600 | 578 |  | – | 1,230 |
Total assets | 3,662 | 4,479 |  | – | 7,312 |
Equity shareholders' funds | 1,246 | 1,566 |  | – | 4,086 |
Non-controlling interests | 331 | 767 |  | – | – |
Non-current liabilities | 975 | 968 |  | – | 2,098 |
Current liabilities | 1,110 | 1,178 |  | – | 1,128 |
Cash and cash equivalents |  |  |  |  |  |
within current assets | 215 | 163 |  | – | 7 |
Non-current liabilities |  |  |  |  |  |
excluding trade and other |  |  |  |  |  |
payables and provisions | 791 | 784 |  | – | 1,716 |
Current liabilities excluding |  |  |  |  |  |
trade and other payables and |  |  |  |  |  |
provisions | 357 | 349 |  | – | 583 |
Equity shareholders' funds | 1,246 | 1,566 |  |  | 4,086 |
Interest in associates 1 | 498 | 625 |  |  | 860 |
Goodwill | 2 | 2 |  |  | 244 |
Carrying value | 500 | 627 |  |  | 1,104 |
Profit for the financial year | 503 | 399 | 489 | 263 | 666 | 239
Share of profit | 201 | 159 | 195 | 55 | 140 | 50

Note:
1. The Group’s effective ownership percentage of Safaricom PLC is 39.9%, rounded to the nearest tenth of one percent.
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
The Group holds a number of other listed and unlisted investments, mainly comprising
managed funds, deposits and government bonds.
Accounting policies
Other investments comprising debt and equity instruments are recognised and derecognised on settlement
date and are initially measured at fair value, including transaction costs.
Debt securities that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortised cost using the effective interest method, less any
impairment. Debt securities that do not meet the criteria for amortised cost are measured at fair value through
profit and loss.
Equity securities are classified and measured at fair value through other comprehensive income where the
possibility of sale in the near term is considered low at the time of acquisition; other equity securities are
recorded at fair value through the income statement. For equity securities valued at fair value through other
comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss
following derecognition of the investment.

| 2025 | 2024
| €m | €m
Included within non-current assets |  |
Equity securities 1 | 1,279 | 65
Bonds and debt securities 2 | 1,874 | 941
| 3,153 | 1,006
Included within current assets |  |
Short-term investments: |  |
Bonds and debt securities 3 | 2,139 | 1,201
Managed investment funds 1 | 3,141 | 2,024
| 5,280 | 3,225
Collateral assets 4 | 1,010 | 741
Other investments 5 | 1,134 | 1,126
| 7,424 | 5,092

Notes:
1. Items measured at a fair value, €306 million (2024: €27 million) of equity securities 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. €937 million (2024: nil) of equity securities have a valuation basis level 3 classification, due to some of the inputs to the
valuation model being unobservable inputs. The remaining items are measured at fair value and the 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. Includes €913 million (2024: nil) of non-current investments in sovereign securities measured at amortised cost and a fair value of €909
million (2024: nil) with a valuation basis of level 1 classification. Also includes €864 million (2024: €830 million) of items with a fair value
of €788 million (2024: €810 million) with a valuation basis of level 2 classification. 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 €365 million (2024: €459 million). The valuation basis is level 1. The remaining items
are measured at amortised cost and the carrying amount approximates fair value.
Equity securities that have been classified as level 3 valuation basis include €937 million (2024: nil) investments
in Zegona shares. Valuation approach and sensitivity to key valuation inputs have been disclosed in note 22
‘Capital and financial risk management’. Investments in Zegona shares are measured at fair value through profit
and loss, while the remaining equity securities are measured at fair value through other comprehensive income.
Non-current bond securities have maturity dates in 2027 and 2028 and include €609 million (2024: €nil) of
German; €204 million (2024: €nil) of Dutch and €100 million (2024: €nil) of European Union government
securities. Non-current debt securities within non-current assets include €864 million (2024: €830 million) of
loan notes issued by VodafoneZiggo Holding B.V.
The Group invests surplus cash positions across a portfolio of short-term investments to manage liquidity and
credit risk whilst achieving suitable returns. Collateral arrangements on derivative financial instruments result in
cash being paid/(held), repayable when the derivatives are settled. These assets do not meet the definition of
cash and cash equivalents but are included in the Group’s net debt based on their liquidity.
Short-term bonds and debt securities includes €624 million (2024: €587 million) of highly liquid French; €nil
million (2024: €308 million) Dutch; €573 million (2024: €306 million) Japanese; €498 million (2024: €nil)
German and €444 million (2024: €nil) Belgian government securities.
Managed investment funds of €3,141 million (2024: €2,024 million) are in funds with liquidity of up to 90 days.
Collateral assets of €1,010 million (2024: €741 million) represents collateral paid on derivative financial
instruments.
Other investments are excluded from net debt based on their liquidity and primarily consist of restricted debt
securities including amounts held in qualifying assets by Group insurance companies to meet regulatory
requirements.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
164
14. Trade and other receivables
Trade and other receivables mainly consist of amounts owed to us by customers and amounts
that we pay to our suppliers in advance. Derivative financial instruments with a positive market
value are reported within this note as are contract assets, which represent an asset for accrued
revenue in respect of goods or services delivered to customers for which a trade receivable
does not yet exist, and finance lease receivables recognised where the Group acts as a lessor.
See note 20 ‘Leases’ for more information on the Group’s leasing activities.
Accounting policies
Trade receivables represent amounts owed by customers where the right to receive payment is conditional only
on the passage of time. Trade receivables that are recovered in instalments from customers over an extended
period are discounted at market rates and interest revenue is accreted over the expected repayment period.
Other trade receivables do not carry any interest and are stated at their nominal value. When the Group
establishes a practice of selling portfolios of receivables from time to time these portfolios are recorded at fair
value through other comprehensive income; all other trade receivables are recorded at amortised cost.
The carrying value of all trade receivables, contract assets and finance lease receivables recorded at amortised
cost is reduced by allowances for lifetime estimated credit losses. Estimated future credit losses are first
recorded on the initial recognition of a receivable and are based on the ageing of the receivable balances,
historical experience and forward-looking considerations. Individual balances are written off when management
deems them not to be collectible.

| 2025 | 2024
| €m | €m
Included within non-current assets |  |
Trade receivables | 6 | 8
Trade receivables held at fair value through other comprehensive income | 289 | 294
Net investment in leases | 372 | 211
Contract assets | 496 | 450
Contract-related costs | 822 | 676
Other receivables | 82 | 78
Prepayments | 300 | 239
Derivative financial instruments | 4,064 | 4,011
| 6,431 | 5,967

| 2025 | 2024
| €m | €m
Included within current assets |  |
Trade receivables | 3,236 | 2,841
Trade receivables held at fair value through other comprehensive income | 421 | 441
Net investment in leases | 88 | 99
Contract assets | 2,473 | 2,413
Contract-related costs | 1,253 | 1,169
Amounts owed by associates and joint ventures | 166 | 130
Other receivables | 928 | 686
Prepayments | 706 | 600
Derivative financial instruments 1 | 133 | 215
| 9,404 | 8,594

Note:
1. Includes €nil (2024: €22 million) of embedded derivative option for which fair value is based on level 3 of the fair value hierarchy (see
section on fair value carrying value information within note 22 ‘Capital and financial risk management’). All other 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.
The Group’s trade receivables and contract assets are classified at amortised cost unless stated otherwise and are
measured after allowances for future expected credit losses, see note 22 ‘Capital and financial risk management’
for more information on credit risk.
The carrying amounts of trade and other receivables, which are measured at amortised cost, approximate their
fair value and are predominantly non-interest bearing.
The Group’s contract-related costs comprise €2,000 million (2024: €1,814 million) relating to costs incurred to
obtain customer contracts and €75 million (2024: €31 million) relating to costs incurred to fulfil customer
contracts; an amortisation and impairment expense, excluding discontinued operations in Spain and Italy, of
€935 million (2024: €853 million) was recognised in operating profit during the year.
Other than for the embedded derivative option described above, the fair values of the derivative financial
instruments are calculated by discounting the future cash flows to net present values using appropriate market
interest rates and foreign currency rates prevailing at 31 March.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
165
15. Trade and other payables
Trade and other payables mainly consist of amounts owed to suppliers that have been
invoiced or are accrued and contract liabilities relating to consideration received from
customers in advance. They also include taxes and social security amounts due in relation to
the Group’s role as an employer. Derivative financial instruments with a negative market value
are reported within this note.
Accounting policies
Trade payables are not interest-bearing and are stated at their nominal value.

| 2025 | 2024
| €m | €m
Included within non-current liabilities |  |
Other payables | 245 | 222
Insurance liabilities | 226 | 254
Accruals | 40 | 41
Contract liabilities | 812 | 343
Derivative financial instruments 1 | 1,824 | 1,468
| 3,147 | 2,328
Included within current liabilities |  |
Trade payables 2 | 6,157 | 5,613
Amounts owed to associates and joint ventures | 332 | 346
Other taxes and social security payable | 846 | 887
Other payables | 1,038 | 846
Insurance liabilities | 54 | 48
Accruals 3 | 4,138 | 4,037
Contract liabilities | 1,416 | 1,565
Derivative financial instruments 1 | 82 | 56
| 14,063 | 13,398

Notes:
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 €2,198 million (1 April
2024: €1,772 million); suppliers had drawn early payments of €1,443 million relating to these invoices at 31 March 2025.
3. Includes €132 million (2024: €nil) payable in relation to the irrevocable and non-discretionary share buyback programme announced in
February 2025.
The carrying amounts of trade and other payables approximate their fair value.
Materially all of the €1,565 million recorded as current contract liabilities at 1 April 2024 was recognised as
revenue during the year.
Insurance liabilities included within non-current liabilities include €226 million (2024: €254 million) in respect of
the re-insurance of a third party annuity policy related to the Vodafone and CWW Sections of the Vodafone UK
Group Pension Scheme.
The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net
present values using appropriate market interest rates and foreign currency rates prevailing at 31 March.
Supplier financing arrangements
Trade payables
The Group evaluates supplier arrangements against a number of indicators to assess if the payable continues to
hold the characteristics of a trade payable or should be classified as borrowings; these indicators include whether
the payment terms exceed the shorter of customary payment terms in the industry or 180 days. At 31 March
2025, none of the payables subject to supplier financing arrangements met the criteria to be reclassified as
borrowings.
Supply chain financing arrangements
The Group offers eligible suppliers the opportunity to use supply chain financing (‘SCF’), allowing suppliers that
decide to use it to receive payment earlier than the invoice due date. The Group does not provide any financial
guarantees to the financial institutions that run the SCF programme and continues to cash settle supplier
payables in accordance with their contractual terms.
The Group does not use the SCF programme to extend its payments terms with suppliers except for €148 million
of Trade payables for which the Group has extended payment terms from 30 to 90 days (31 March 2024: €nil) via
the use of reverse factoring.
Payment terms
The Group has a range of payment terms up to 180 days for both SCF and non-SCF invoices. The majority of non-
SCF and SCF invoices by value are payable under 30 and 90 days respectively.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
166
16. Provisions
A provision is a liability recorded in the Consolidated statement of financial position, where
there is uncertainty over the timing or amount that will be paid, and is therefore often
estimated. The main provisions we hold are in relation to asset retirement obligations, which
include the cost of returning network infrastructure sites to their original condition at the end
of the lease and claims for legal and regulatory matters.
Accounting policies
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made
of the amount of the obligation. Provisions are measured based on the best estimate of the expenditure required
to settle the obligation at the reporting date and are discounted to present value where the effect is material.
Where the timing of settlement is uncertain amounts are classified as non-current where settlement is expected
more than 12 months from the reporting date.
Asset retirement obligations
In the course of the Group’s activities, a number of sites and other assets are utilised which are expected to have
costs associated with decommissioning. The associated cash outflows are substantially expected to occur at the
dates of decommissioning of the assets to which they relate, and are long term in nature.
Legal and regulatory
The Group is involved in a number of legal and other disputes, including where the Group has received
notifications of possible claims. The Directors of the Company, after taking legal advice, have established
provisions considering the facts of each case. For a discussion of certain legal issues potentially affecting the
Group see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.
Restructuring
The Group undertakes periodic reviews of its operations and recognises provisions as required based on the
outcomes of these reviews. The associated cash outflows for restructuring costs are primarily less than one year.
Other
Comprises various items that do not fall within the Group’s other categories of provisions.
The table below is a summary of provisions by type and between current and non-current amounts.

| Asset |  |  |  |
| retirement | Legal and |  |  |
| obligations | regulatory | Restructuring | Other | Total
| €m | €m | €m | €m | €m
1 April 2023 | 1,030 | 430 | 508 | 278 | 2,246
Exchange movements | (7) | (24) | 3 | (3) | (31)
Amounts capitalised in the year | 146 | – | – | – | 146
Amounts charged to the income statement | – | 162 | 774 | 206 | 1,142
Utilised in the year - payments | (54) | (72) | (290) | (116) | (532)
Amounts released to the income statement | (5) | (131) | (7) | (43) | (186)
Transfer to liabilities held for sale | (177) | (96) | (46) | (31) | (350)
Other | – | – | – | 13 | 13
31 March 2024 | 933 | 269 | 942 | 304 | 2,448
Exchange movements | 2 | (12) | 1 | (1) | (10)
Amounts capitalised in the year | 71 | – | – | – | 71
Amounts charged to the income statement | – | 85 | 133 | 280 | 498
Utilised in the year - payments | (38) | (46) | (238) | (108) | (430)
Amounts released to the income statement | (9) | (21) | (7) | (44) | (81)
31 March 2025 | 959 | 275 | 831 | 431 | 2,496

| Asset |  |  |  |
| retirement | Legal and |  |  |
| obligations | regulatory | Restructuring | Other | Total
| €m | €m | €m | €m | €m
Current liabilities | 56 | 222 | 478 | 310 | 1,066
Non-current liabilities | 903 | 53 | 353 | 121 | 1,430
31 March 2025 | 959 | 275 | 831 | 431 | 2,496

| Asset |  |  |  |
| retirement | Legal and |  |  |
| obligations | regulatory | Restructuring | Other | Total
| €m | €m | €m | €m | €m
Current liabilities | 59 | 232 | 361 | 181 | 833
Non-current liabilities | 874 | 37 | 581 | 123 | 1,615
31 March 2024 | 933 | 269 | 942 | 304 | 2,448

Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
167
17. Called up share capital
Called up share capital is the number of shares in issue at their par value. A number of shares
were allotted during the year in relation to employee share schemes.
Accounting policies
Equity instruments issued by the Group are recorded at the amount of the proceeds received, net of direct
issuance costs.

| 2025 |  | 2024 |
| Number | €m | Number | €m
Ordinary shares of 20 20 ⁄ 21 US cents |  |  |  |
each allotted, issued and fully paid: 1,2 |  |  |  |
1 April | 28,818,683,808 | 4,797 | 28,818,256,058 | 4,797
Allotted during the year | 455,190 | – | 427,750 | –
Cancelled during the year | (2,430,853,096) | (478) | – | –
31 March | 26,388,285,902 | 4,319 | 28,818,683,808 | 4,797

Notes:
1. At 31 March 2025, there were 50,000 (2024: 50,000) 7% cumulative fixed rate shares of £1 each in issue.
2. At 31 March 2025, the Group held 1,416,813,312 (2024: 1,738,561,954) treasury shares with a nominal value of €232 million (2024:
€289 million). The market value of shares held was €1,234 million (2024: €1,434 million). During the year, 99,750,090 (2024:
87,129,475) treasury shares were reissued under Group share schemes and 2,208,854,544 (2024: nil) shares were repurchased
following the disposal of Vodafone Spain.
18. Reconciliation of net cash flow from operating activities
The table below shows how our (loss)/profit for the year from continuing operations translates
into cash flows generated from our operating activities.

|  | 2025 | 2024 | 2023
| Note | €m | €m | €m
(Loss)/profit for the financial year |  | (3,746) | 1,505 | 12,335
Loss/(Profit) for the financial year from discontinued |  |  |  |
operations |  | 22 | 65 | 247
(Loss)/profit for the financial year from continuing |  |  |  |
operations |  | (3,724) | 1,570 | 12,582
Investment income | 5 | (864) | (581) | (232)
Financing costs | 5 | 1,931 | 2,626 | 1,609
Income tax expense | 6 | 2,246 | 50 | 492
Operating (loss)/profit |  | (411) | 3,665 | 14,451
Adjustments for: |  |  |  |
Share-based payments and other non-cash charges |  | 68 | 98 | 58
Depreciation and amortisation | 10, 11 | 10,804 | 10,414 | 10,255
Loss on disposal of property, plant and equipment and |  |  |  |
intangible assets |  | 13 | 34 | 33
Share of result of equity accounted associates and joint |  |  |  |
ventures | 12 | 123 | 96 | (433)
Impairment charge/(reversal) | 4 | 4,515 | (64) | 64
Other income | 3 | (565) | (372) | (9,402)
Decrease / (increase) in inventory |  | 134 | 177 | (168)
(Increase)/decrease in trade and other receivables | 14 | (774) | (597) | (486)
Increase/(decrease) in trade and other payables | 15 | 710 | 534 | 1,446
Cash generated by operations |  | 14,617 | 13,985 | 15,818
Net tax paid |  | (901) | (724) | (1,228)
Cashflows from discontinued operations |  | 1,657 | 3,296 | 3,464
Net cash flow from operating activities |  | 15,373 | 16,557 | 18,054

Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
168
19. Cash and cash equivalents
The majority of the Group’s cash is held in bank deposits or money market funds which have a
maturity of three months or less from acquisition to enable us to meet our short-term liquidity
requirements.
Accounting policies
Cash and cash equivalents comprise cash and bank deposits, and other short-term highly liquid investments that
are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Assets in money market funds, whose contractual cash flows do not represent solely payments of interest and
principal, are measured at fair value with gains and losses arising from changes in fair value included in net profit
or loss for the period. All other cash and cash equivalents are measured at amortised cost.

| 2025 | 2024
| €m | €m
Cash and bank deposits 1 | 8,871 | 4,168
Money market funds 2 | 2,130 | 2,015
Cash and cash equivalents as presented in the consolidated statement of |  |
financial position | 11,001 | 6,183
Bank overdrafts | (108) | (111)
Cash and cash equivalents of discontinued operations | – | 42
Cash and cash equivalents as presented in the consolidated statement of |  |
cash flows | 10,893 | 6,114

Notes:
1. Includes bank deposits under repurchase agreements of €6,531 million (2024: €2,034 million).
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.
The carrying amount of balances at amortised cost approximates their fair value.
Cash and cash equivalents of €1,922 million (2024: €1,629 million) are held in countries with restrictions on
remittances but where the balances could be used to repay subsidiaries’ third party liabilities. In addition, those
balances could also be used to repay €800 million (2024: €790 million) of intercompany liabilities as at 31 March
2025.
20. Leases
The Group leases assets from other parties (the Group is a lessee) and also leases assets to other
parties (the Group is a lessor). This note describes how the Group accounts for leases and
provides details about its lease arrangements.
Accounting policies
As a lessee
When the Group leases an asset, a ‘right-of-use asset’ is recognised for the leased item and a lease liability is
recognised for any lease payments to be paid over the lease term at the lease commencement date. The right-
of-use asset is initially measured at cost, being the present value of the lease payments paid or payable, plus any
initial direct costs incurred in entering the lease and less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis from the commencement date to the earlier of the
end of the asset’s useful life or the end of the lease term. The lease term is the non-cancellable period of the
lease plus any periods for which the Group is ‘reasonably certain’ to exercise any extension options (see below).
The useful life of the asset is determined in a manner consistent to that for owned property, plant and equipment
(as described in note 11 ‘Property, plant and equipment’). If right-of-use assets are considered to be impaired, the
carrying value is reduced accordingly.
Lease liabilities are initially measured at the present value of the lease payments over the lease term that are not
paid at the commencement date and are usually discounted using the incremental borrowing rates of the
applicable Group entity for the relevant maturity (the rate implicit in the lease is used if it is readily determinable).
Lease payments included in the lease liability include both fixed payments and in-substance fixed payments
during the term of the lease.
After initial recognition, the lease liability is recorded at amortised cost using the effective interest rate method. It
is remeasured when there is a change in future lease payments arising from a change in an index or rate (e.g. an
inflation related increase) or if the Group’s assessment of the lease term changes; any changes in the lease
liability as a result of these changes also results in a corresponding change in the recorded right-of-use asset
unless the right-of-use asset is reduced to zero in which case the remaining amount of the remeasurement is
recognised in profit or loss.
Lease modifications that increase the scope of a lease by adding the right to use one or more underlying assets
in return for consideration commensurate with the stand-alone price for the additional lease components are
treated as separate leases. If a lease modification decreases the scope of the lease, the Group remeasures both
the right-of-use asset and the lease liability and recognises any gain or loss in profit or loss. Other lease
modifications result in a remeasurement of the lease liability with an adjustment to the right-of-use asset.
Remeasured lease liabilities are discounted at the modification date using a current discount rate.
As a lessor
Where the Group is a lessor, it determines at inception whether the lease is a finance or an operating lease. When
a lease transfers substantially all the risks and rewards of ownership of the underlying asset then the lease is a
finance lease; otherwise the lease is an operating lease.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
169
20. Leases (continued)
Where the Group is an intermediate lessor, the interests in the head lease and the sublease are accounted for
separately and the lease classification of a sublease is determined by reference to the right-of-use asset arising
from the head lease.
Income from operating leases is recognised on a straight-line basis over the lease term. Income from finance
leases is recognised at lease commencement with any interest income recognised over the lease term.
Lease income is recognised as revenue for transactions that are part of the Group’s ordinary activities (i.e.
primarily leases of handsets or other equipment to customers, leases of wholesale access to the Group’s fibre
and cable networks and leases of tower infrastructure assets). The Group uses IFRS 15 principles to allocate the
consideration in contracts between any lease and non-lease components.
The Group’s leasing activities as a lessee
The Group leases buildings for its retail stores, offices and data centres, land on which to construct mobile base
stations, space on mobile base stations to place active RAN equipment and network space (primarily rack space
or duct space). In addition, the Group leases fibre and other fixed connectivity to provide internal connectivity for
the Group’s operations and on a wholesale basis from other operators to provide fixed connectivity services to
the Group’s customers.
The Group’s general approach to determining lease term by class of asset is described in note 1 ‘Basis of
preparation’ under ‘Critical accounting judgements and key sources of estimation uncertainty’.
Most of the Group’s leases include future price increases through fixed percentage increases, indexation to
inflation measures on a periodic basis or rent review clauses. Other than fixed percentage increases the lease
liability does not reflect the impact of these future increases unless the measurement date has passed. The
Group’s leases contain no material variable payments clauses other than those related to the number of
operators sharing space on third party mobile base stations.
Optional lease periods
Where practicable the Group seeks to include extension or break options in leases to provide operational
flexibility, therefore many of the Group’s lease contracts contain optional periods. The Group’s policy on
assessing and reassessing whether it is reasonably certain that the optional period will be included in the lease
term is described in note 1 ‘Basis of preparation’ under ‘Critical accounting judgements and key sources of
estimation uncertainty’.
After initial recognition of a lease, the Group only reassesses the lease term when there is a significant event or a
significant change in circumstances, which was not anticipated at the time of the previous assessment.
Significant events or significant changes in circumstances could include merger and acquisition or similar
activity, significant expenditure on the leased asset not anticipated in the previous assessment, or detailed
management plans indicating a different conclusion on optional periods to the previous assessment. Where a
significant event or significant change in circumstances does not occur, the lease term and therefore lease
liability and right-of-use asset value, will decline over time.
The Group’s cash outflow for leases in the year ended 31 March 2025 was €3,770 million (2024: €3,567 million,
2023: €3,067 million) and absent significant future changes in the volume of the Group’s activities or other
strategic or structural changes to the Group resulting in the use of more or fewer owned assets, this level of cash
outflow from leases would be expected to continue for future periods, subject to contractual price increases. The
future cash outflows included within lease liabilities are shown in the maturity analysis below. The maturity
analysis only includes the reasonably certain payments to be made; cash outflows in these future periods will
likely exceed these amounts as payments will be made on optional periods not considered reasonably certain at
present and on new leases entered into in future periods.
The Group’s leases for customer connectivity are normally either under regulated access or network sharing or
similar preferential access arrangements and as a result the Group normally has significant flexibility over the
term it can lease such connections for; generally the notice period required to cancel the lease is less than the
notice period included in the service contract with the end customer. As a result, the Group does not have any
significant cash exposure to optional periods on customer connectivity as the Group can cancel the lease when
the service agreement ends. In some circumstances the Group is committed to minimum spend amounts for
connectivity leases, which are included within reported lease liabilities.
Sale and leaseback
In the year ended 31 March 2023, the Group disposed of its interest in Vantage Towers A.G. (‘Vantage Towers’)
into a new joint venture, Oak Holdings 1 GmbH (‘Oak’). The Group has agreements with Vantage Towers to lease
back spaces on its towers and, as a result, €680 million of the gain on disposal was recorded in the year ended 31
March 2023 as a reduction in the value of the right-of-use asset. €121 million of the gain deferral related to
Vodafone Spain which was disposed of during the year ended 31 March 2025; the remainder will be realised as a
reduction in depreciation over the term of the leaseback until November 2028. Other sale and leaseback
transactions entered into by the Group were not material, individually or in aggregate.
Amounts recognised in the primary financial statements in relation to lessee transactions
Right-of-use assets
The carrying value of the Group’s right-of-use assets, depreciation charge for the year and additions during the
year are disclosed in note 11 ‘Property, plant and equipment’.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
170
20. Leases (continued)
Lease liabilities
The Group’s lease liabilities are disclosed in note 21 ‘Borrowings’. The maturity profile of the Group’s lease
liabilities is as follows:

| 2025 | 2024
| €m | €m
Within one year | 2,765 | 2,603
In more than one year but less than two years | 2,081 | 1,984
In more than two years but less than three years | 1,756 | 1,599
In more than three years but less than four years | 1,434 | 1,461
In more than four years but less than five years | 965 | 1,129
In more than five years | 3,868 | 2,366
| 12,869 | 11,142
Effect of discounting | (2,043) | (1,470)
Lease liability - as disclosed in note 21 ‘Borrowings’ | 10,826 | 9,672

At 31 March 2025 the Group has committed to enter into future lease contracts with future undiscounted lease
payments of €1,464 million (31 March 2024: €1,339 million) which includes €1,102 million (31 March
2024: €1,031 million) of commitments to Vantage Towers A.G., a subsidiary of the Group’s joint arrangement
Oak Holdings 1 GmbH, for tower leases which are due to commence over the period until March 2026 and which
will be payable during the eight year lease term following the commencement of respective individual leases.
Interest expense on lease liabilities for the year is disclosed in note 5 ‘Investment income and financing costs’.
The Group has no material liabilities under residual value guarantees and makes no material variable payments
not included in the lease liability. The Group does not apply either the short term or low value expedient options
in IFRS 16 ‘Leases’.
The Group’s leasing activities as a lessor
The Group has a wide range of lessor activities with consumer and enterprise customers, other
telecommunication companies and other companies. With consumer and enterprise customers, the Group
generates lease income from the provision of handsets, routers and other communications equipment. The
Group provides wholesale access to the Group’s fibre and cable networks, leases out space on the Group’s owned
mobile base stations to other telecommunication companies and subleases certain retained mobile base station
sites to telecommunication tower companies. In addition, the Group subleases retail stores to franchise partners
in certain markets and leases out surplus assets (e.g. vacant offices and retail stores) to other companies.
Lessor transactions are classified as operating or finance leases based on whether the lease transfers
substantially all of the risks and rewards incidental to ownership of the asset. Leases are individually assessed, but
generally, the Group’s lessor transactions in the year are classified as:
−
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 arrangements or
where surplus assets or certain retained mobile base stations sites are sublet out for all or substantially all of
the remaining head lease term.
The Group’s income as a lessor in the year is as follows:

| 2025 | 2024 | 2023
| €m | €m | €m
Operating leases |  |  |
Lease revenue (note 2 ‘Revenue disaggregation and segmental analysis’) | 423 | 463 | 673
Income from leases not recognised as revenue | 36 | 38 | 37

Substantially all of the Group’s income as a lessor is operating lease income.
The committed amounts to be received from the Group’s operating leases are as follows:

| Maturity
| Within one | In one to | In two to | In three to | In four to | In more than |
| year | two years | three years | four years | five years | five years | Total
| €m | €m | €m | €m | €m | €m | €m
Committed operating lease |  |  |  |  |  |  |
payments due to the Group as a |  |  |  |  |  |  |
lessor |  |  |  |  |  |  |
31 March 2025 | 261 | 98 | 31 | 18 | 11 | 14 | 433
31 March 2024 | 296 | 121 | 29 | 16 | 9 | 20 | 491
31 March 2023 | 275 | 114 | 30 | 14 | 7 | 4 | 444

The Group recognises a net investment in leases (receivables) as a result of providing finance leases as a lessor,
which are disclosed in note 14 ‘Trade and other receivables’. The maturity profile of the Group’s net investment in
leases is as follows:

| 2025 | 2024
| €m | €m
Within one year | 106 | 106
In more than one year but less than two years | 82 | 80
In more than two years but less than three years | 59 | 56
In more than three years but less than four years | 51 | 49
In more than four years but less than five years | 42 | 35
In more than five years | 238 | 17
| 578 | 343
Unearned finance income | (118) | (33)
Net investment in leases - as disclosed in note 14 ‘Trade and other receivables’ | 460 | 310

The Group has no material lease income arising from variable lease payments.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
171
21. Borrowings
The Group’s sources of borrowing for funding and liquidity purposes come from a range of
committed bank facilities and through short-term and long-term issuances in the capital
markets including bond and commercial paper issues and bank loans. Liabilities arising from
the Group’s lease arrangements are also reported in borrowings; see note 20 ‘Leases’. We
manage the basis on which we incur interest on debt between fixed interest rates and floating
interest rates depending on market conditions using interest rate derivatives. The Group
enters into foreign exchange contracts to mitigate the impact of exchange rate movements
on certain monetary items.
Accounting policies
Interest-bearing bonds, loans and overdrafts are initially measured at fair value (which is equal to cost at
inception), and are subsequently measured at amortised cost, using the effective interest rate method. Where
they are identified as a hedged item in a designated fair value hedge relationship, fair value adjustments are
recognised in accordance with our policy (see note 22 ‘Capital and financial risk management’). Any difference
between the proceeds net of transaction costs and the amount due on settlement or redemption of borrowings
is recognised over the term of the borrowing.
Borrowings

|  | Re-presented 1
| 2025 | 2024
| €m | €m
Non-current borrowings |  |
Bonds | 34,873 | 40,382
Bank loans | 1,009 | 402
Lease liabilities (note 20 'Leases') | 8,480 | 7,416
Other borrowings 2 | 1,734 | 1,059
| 46,096 | 49,259
Current borrowings |  |
Bonds | 1,529 | 361
Bank loans | 204 | 365
Lease liabilities (note 20 'Leases') | 2,346 | 2,256
Collateral liabilities | 2,357 | 2,628
Bank borrowings secured against Indian assets | – | 1,720
Other borrowings 2 | 611 | 398
| 7,047 | 7,728
Borrowings | 53,143 | 56,987

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. 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 €700 million (2024: €862 million) and €187 million (2024: €158 million) of licence and spectrum fees payable, and €307
million (2024: €20 million) and €196 million (2024: €40 million) of supplier payables classified as borrowings, in non-current and
current borrowings respectively.
The fair value of the Group’s financial liabilities held at amortised cost approximate to fair value with the
exception of long-term bonds with a carrying value of €34,873 million (2024 re-presented
1
: €40,382 million)
which have a fair value of €31,325 million (2024 re-presented
1
: €36,787 million). Fair value is based on level 1 of
the fair value hierarchy using quoted market prices.
The Group’s current borrowings also included €nil (2024: €1,720 million) of bank borrowings that were secured
against the Group’s shareholdings in Indus Towers and Vodafone Idea (see note 12 ‘Associates and joint
arrangements’ for further details of these assets) that were repaid following the realisation of proceeds from
those assets. This arrangement contained an embedded derivative option which was separately fair valued and
was presented within derivative assets in current assets (see note 14 ‘Trade and other receivables’).
The Group’s borrowings, which mainly include certain bonds that have been designated in hedge relationships,
are carried at €899 million (2024: €1,229 million) higher than their euro equivalent redemption value. In
addition, where bonds are issued in currencies other than euros, the Group has entered into foreign currency
swaps to fix the euro cash outflows on redemption. The impact of these swaps is not reflected in borrowings and
would decrease the euro equivalent redemption value of the bonds by €1,132 million (2024: €1,559 million).
Commercial paper programmes
The Group currently have US and euro commercial paper programmes of US$15 billion (€13.9 billion) and €10
billion respectively which are available to be used to meet short-term liquidity requirements. At 31 March 2025
both programmes remained undrawn. The commercial paper facilities were supported by US$4.0 billion (€3.7
billion) and €4.1 billion of syndicated committed bank facilities. No amounts had been drawn under these
facilities.
Bonds
We have two €30 billion euro medium-term note programmes and a US shelf programme which are used to
meet medium to long-term funding requirements. At 31 March 2025 the total nominal amounts in issue under
these programmes split by currency were US$18.4 billion, €13.0 billion, £4.0 billion, CHF0.2 billion, HKD$1.8
billion, AUS$0.3 billion, JPY10.0 billion, and NOK0.2 billion.
At 31 March 2025 the Group had bonds outstanding with a nominal value equivalent to €35.5 billion. During the
year ended 31 March 2025, bonds with a nominal value of €0.6 billion and US$3.0 billion (€2.8 billion) were
issued utilising the euro medium-term note and US shelf programmes. During the year bonds with nominal value
of US$3.3 billion (€3.1 billion), €2.6 billion, NOK2.0 billion (€0.2 billion), AUS$0.2 billion (€0.1 billion), £0.1 billion
(€0.1 billion), CHF0.1 billion (€0.1 billion) and HKD$0.3 billion (€0.04 billion) were re-purchased and bonds with a
carrying value of US$1.0 billion (€0.9 billion) and CHF0.4 billion (€0.4 billion) matured. Bonds mature between
2025 and 2086 (2024: 2024 and 2063) and have interest rates between 0.5% and 8% (2024: 0.375% and 8%).
Treasury shares
The Group held a maximum of 2,305,697,477 (2024: 1,825,624,610) of its own shares during the year which
represented 8.2% (2024: 6.3%) of issued share capital at that time.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
172
22. Capital and financial risk management
This note details the treasury management and financial risk management objectives and
policies, as well as the exposure and sensitivity of the Group to credit, liquidity, interest and
foreign exchange risk, and the policies in place to monitor and manage these risks.
Accounting policies
Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Group’s
consolidated statement of financial position when the Group becomes a party to the contractual provisions of
the instrument.
Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An
equity instrument is any contract that provides a residual interest in the assets of the Group after deducting all of
its liabilities and includes no obligation to deliver cash or other financial assets. The accounting policies adopted
for specific financial liabilities and equity instruments are set out below.
Derivative financial instruments and hedge accounting
The Group’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates which
it manages using derivative financial instruments. The use of financial derivatives is governed by the Group’s
policies approved by the Board of Directors, which provide written principles on the use of financial derivatives
consistent with the Group’s risk management strategy. The Group does not use derivative financial instruments
for speculative purposes.
The Group designates certain derivatives as:
−
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.
Derivative financial instruments are initially measured at fair value on the contract date and are subsequently re-
measured to fair value at each reporting date. Changes in values of all derivatives of a financing nature are
included within investment income and financing costs in the income statement unless designated in an
effective cash flow hedge relationship or a hedge of a net investment in foreign operations when the effective
portion of changes in value are deferred to other comprehensive income. Hedge effectiveness is determined at
the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure
that an economic relationship exists between the hedged item and hedging instrument. For fair value hedges,
the carrying value of the hedged item is also adjusted for changes in fair value for the hedged risk, with gains and
losses recognised in the income statement.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no
longer qualifies for hedge accounting. When hedge accounting is discontinued, any gain or loss recognised in
other comprehensive income at that time remains in equity and is recognised in the income statement when the
hedged transaction is ultimately recognised in the income statement.
For cash flow hedges, when the hedged item is recognised in the income statement, amounts previously
recognised in other comprehensive income and accumulated in equity for the hedging instrument are
reclassified to the income statement. However, when the hedged transaction results in the recognition of a non-
financial asset or a non-financial liability, the gains and losses previously recognised in other comprehensive
income and accumulated in equity are transferred from equity and included in the initial measurement of the
cost of the non-financial asset or non-financial liability. If a forecast transaction is no longer expected to occur,
the gain or loss accumulated in equity is recognised immediately in the income statement.
For net investment hedges, gains and losses accumulated in other comprehensive income are included in the
income statement when the foreign operation is disposed of.
Capital management
The following table summarises the capital of the Group at 31 March:

| 2025 | 2024
| €m | €m
Borrowings (note 21) | 53,143 | 56,987
Cash and cash equivalents (note 19) | (11,001) | (6,183)
Derivative financial instruments included in trade and other receivables (note 14) | (4,197) | (4,226)
Derivative financial instruments included in trade and other payables (note 15) | 1,906 | 1,524
Non-current investments in sovereign securities (note 13) | (913) | –
Short-term investments (note 13) | (5,280) | (3,225)
Collateral assets (note 13) | (1,010) | (741)
Financial liabilities under put option arrangements | 97 | –
Equity | 53,916 | 60,998
Capital | 86,661 | 105,134

The Group’s policy is to borrow centrally using a mixture of long-term and short-term capital market issues and
borrowing facilities to meet anticipated funding requirements. These borrowings, together with cash generated
from operations, are loaned internally or contributed as equity to certain subsidiaries.
Dividends from joint ventures and associates and to non-controlling shareholders
Dividend policies within shareholder agreements for certain of the Group’s associates and joint ventures give the
Group certain rights to receive dividends but are generally paid at the discretion of the Board of Directors or
shareholders. We do not have existing obligations to pay dividends to non-controlling interest partners of our
subsidiaries. The amount of dividends received and paid in the year are disclosed in the consolidated statement
of cash flows.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
173
22. Capital and financial risk management (continued)
Sale of trade receivables
During the year, the Group sold certain trade receivables to a number of financial institutions. Whilst there are no
repurchase obligations in respect of these receivables, the Group provided credit guarantees which would only
become payable if default rates were significantly higher than historical rates. The credit guarantee is not
considered substantive and substantially all risks and rewards associated with the receivables passed to the
purchaser at the date of sale, therefore the receivables were derecognised. The maximum payable under the
guarantees at 31 March 2025 was €1,765 million (2024: €1,929 million). No provision has been made in respect
of these guarantees as the likelihood of a cash outflow has been assessed as remote.
Supply chain financing arrangements
The Group offers eligible suppliers the opportunity to use supply chain financing, allowing suppliers that decide
to use it to receive payment earlier than the invoice due date (see note 15 ‘Trade and other payables’). The Group
does not provide any financial guarantees to the financial institutions that run the supply chain financing
programme and continues to cash settle supplier payables in accordance with their contractual terms.
Financial risk management
The Group’s treasury function centrally manages the Group’s funding requirement, net foreign exchange
exposure, interest rate management exposures and counterparty risk arising from investments and derivatives.
Treasury operations are conducted within a framework of policies and guidelines authorised and reviewed by the
Board, most recently in March 2023. Treasury risk management is overseen by a committee comprising of the
Group’s Chief Financial Officer, Group General Counsel and Company Secretary, Group Corporate Finance
Director, Group Treasury Director and Group Director of Financial Controlling and Operations. The committee
receives management information relating to treasury activities on a quarterly basis. The Group’s Internal Auditor
reviews the internal control environment regularly.
No bonds issued by the Group or the Revolving Credit Facilities are subject to financial covenant ratios.
Approximately €30 billion (2024: €32 billion) of issued bonds have a change of control clause. The Group uses
derivative instruments for currency and interest rate risk management purposes that are transacted by specialist
treasury personnel. The Group mitigates banking sector credit risk by the use of collateral support agreements.
The Group’s financial risk management policies seek to reduce the Group’s exposure to any future disruption to
financial markets, including any future impacts from global economic and political uncertainty and other macro
economic events.
The Group has combined cash and cash equivalent and investments included in net debt of €17.2 billion,
providing significant headroom over short-term liquidity requirements. Additionally the Group maintains
undrawn revolving credit facilities of €7.8 billion euro equivalent. As at 31 March 2025 and after hedging,
substantially all the Group’s borrowings are held on a fixed interest basis, mitigating exposure to interest rate risk.
The Group has no significant currency exposures other than positions in economic hedging relationships. The
Group’s credit risk under financing activities is spread across a portfolio of highly rated institutions to reduce
counterparty exposures and derivative balances are substantially all collateralised. The Group’s operating
activities result in customer credit risk, for which provisions for expected credit losses are recognised.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a
financial loss for the Group. The Group is exposed to credit risk from its operating activities and from its
financing activities, the Group considers its maximum exposure to credit risk at 31 March to be:

| 2025 | 2024
| €m | €m
Cash and bank deposits (note 19) | 8,871 | 4,168
Money market funds (note 19) | 2,130 | 2,015
Managed investment funds (note 13) | 3,141 | 2,024
Bonds and debt securities (note 13) | 4,013 | 2,142
Collateral assets (note 13) | 1,010 | 741
Other investments (note 13) | 1,134 | 1,126
Derivative financial instruments (note 14) | 4,197 | 4,226
Trade receivables (note 14) 1 | 5,717 | 5,513
Contract assets and other receivables (note 14) | 4,605 | 4,067
Financial Guarantees 2 | 1,518 | 2,038
| 36,336 | 28,060

Notes:
1. Includes amounts guaranteed under sales of trade receivables €1,765 million (2024: €1,929 million).
2. Principally comprises Vodafone Group Plc’s guarantee of the Group’s share in a multicurrency loan facility, amounting to US$1 billion
and €0.6 billion (2024: US$1.0 billion and €0.6 billion), which forms part of its overall joint venture investment in TPG Telecom Ltd. The
Group’s share of these loan balances is included in the net investment in joint venture (see note 12 'Associates and joint arrangements').
Financial guarantees also includes €nil (2024: INR 42.5 billion) in relation to the secondary pledge over shares owned by Vodafone
Group in Indus Towers (see note 29 'Contingent liabilities and legal proceedings').
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
174
22. Capital and financial risk management (continued)
Financing activities
The Group invests in government securities on the basis they generate a fixed rate of return and are amongst the
most creditworthy of investments available.
Investments are made in accordance with established internal treasury policies which dictate the scaled
maximum exposure permissible in relation to an investment’s long-term credit rating. The Group invests in AAA
unsecured money market mutual funds, where the investment is limited to 10% of each fund; A to AAA
government securities, both directly and through money market mutual funds; and has two managed
investment funds that hold securities with an average credit quality of AA.
In respect of financial instruments used by the Group’s treasury function, the aggregate credit risk the Group may
have with one counterparty is limited by reference to the long-term credit ratings assigned for that counterparty.
Furthermore, collateral support agreements reduce the Group’s exposure to counterparties who must post cash
or non-cash collateral when there is value due to the Group under outstanding derivative contracts that exceeds
a contractually agreed threshold amount. When value is due to the counterparty the Group is required to post
collateral on identical terms. Such cash collateral is adjusted daily as necessary. Non-cash collateral is not
recognised on balance sheet but it would become payable to the Group in the event of a counterparty default on
the related derivative financial assets.
In the event of any default, ownership of the collateral would revert to the respective holder at that point.
Detailed below is the value of the cash collateral, which is reported within current borrowings, held by the Group
at 31 March.

| 2025 | 2024
| €m | €m
Collateral liabilities (note 21) | 2,357 | 2,628

In addition, as discussed in note 29 ‘Contingent liabilities and legal proceedings’, the Group has covenanted to
provide security in favour of the trustee of the Vodafone Group UK Pension Scheme in respect of the funding
deficit in the scheme. The Group has also pledged cash as collateral against derivative financial instruments as
disclosed in note 13 ‘Other investments’.
Operating activities
Customer credit risk is managed by the Group’s business units which each have policies, procedures and controls
relating to customer credit risk management. Outstanding trade receivables and contract assets are regularly
reviewed to monitor any changes in credit risk with concentrations of credit risk considered to be limited given
that the Group’s customer base is large and unrelated. The Group applies the simplified approach and records
lifetime expected credit losses for trade receivables and contract assets. Expected credit losses are measured
using historical cash collection data for periods of at least 24 months wherever possible and grouped into various
customer segments based on product or customer type. The historical loss rates are adjusted where
macroeconomic factors, for example changes in interest rates or unemployment rates, or other commercial
factors are expected to have a significant impact when determining future expected credit loss rates.
For trade receivables the expected credit loss provision is calculated using a provision matrix, in which the
provision increases as balances age, and for receivables paid in instalments and contract assets a weighted loss
rate is calculated to reflect the period over which the amounts become due for payment by the customer. Trade
receivables and contract assets are written off when each business unit determines there to be no reasonable
expectation of recovery and enforcement activity has ceased.
Movements in the allowance for expected credit losses during the year were as follows:

|  |  |  |  | Trade receivables held
|  |  | Trade receivables held | at fair value through
| Contract assets | at amortised cost | other comprehensive income
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024
| €m | €m | €m | €m | €m | €m
1 April | 20 | 78 | 765 | 1,149 | 78 | 71
Exchange movements | 1 | (1) | (7) | (41) | – | 1
Amounts charged to credit losses |  |  |  |  |  |
on financial assets | 85 | 96 | 360 | 419 | 31 | 82
Transfer of assets held for sale | – | (31) | – | (324) | – | (16)
Other 1 | (60) | (122) | (253) | (438) | (32) | (60)
31 March | 46 | 20 | 865 | 765 | 77 | 78

Note:
1. Primarily utilisation of the provision by way of write-off.
Expected credit losses are presented as net credit losses on financial assets within operating profit and
subsequent recoveries of amounts previously written off are credited against the same line item.
The majority of the Group’s trade receivables are due for maturity within 90 days and largely comprise amounts
receivable from consumers and business customers. The table below presents information on trade receivables
past due¹ and their associated expected credit losses:

| Trade receivables at amortised cost past due
|  | 30 days | 31–60 | 61–180 | 180 |
| Due | or less | days | days | days+ | Total
31 March 2025 | €m | €m | €m | €m | €m | €m
Gross carrying amount | 2,553 | 400 | 134 | 284 | 736 | 4,107
Expected credit loss allowance | (67) | (59) | (27) | (129) | (583) | (865)
Net carrying amount | 2,486 | 341 | 107 | 155 | 153 | 3,242

| Trade receivables at amortised cost past due
|  | 30 days | 31–60 | 61–180 | 180 |
| Due | or less | days | days | days+ | Total
31 March 2024 | €m | €m | €m | €m | €m | €m
Gross carrying amount | 2,199 | 347 | 122 | 308 | 638 | 3,614
Expected credit loss allowance | (52) | (56) | (26) | (111) | (520) | (765)
Net carrying amount | 2,147 | 291 | 96 | 197 | 118 | 2,849

Note:
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.
22. Capital and financial risk management (continued)
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
175
Liquidity risk
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.
The maturity profile
of the anticipated future cash flows including interest in relation to the Group’s non-
derivative financial liabilities on an undiscounted basis which, therefore, differs from both the carrying value and
fair value, is as follows:

|  |  |  |  |  | Trade |
|  |  |  |  |  | payables and |
|  |  | Lease |  | Total | other financial |
| Bank loans | Bonds | liabilities | Other 2 | Borrowings | liabilities 3 | Total
Maturity profile 1 | €m | €m | €m | €m | €m | €m | €m
Within one year | 223 | 3,626 | 2,765 | 2,969 | 9,583 | 11,719 | 21,302
One to two years | 171 | 4,426 | 2,081 | 253 | 6,931 | 138 | 7,069
Two to three years | 79 | 2,034 | 1,756 | 673 | 4,542 | – | 4,542
Three to four years | 176 | 2,628 | 1,434 | 469 | 4,707 | – | 4,707
Four to five years | 69 | 4,893 | 965 | 422 | 6,349 | – | 6,349
More than five years | 769 | 41,898 | 3,868 | 90 | 46,625 | – | 46,625
| 1,487 | 59,505 | 12,869 | 4,876 | 78,737 | 11,857 | 90,594
Effect of discount / |  |  |  |  |  |  |
financing rates | (274) | (23,103) | (2,043) | (174) | (25,594) | (8) | (25,602)
31 March 2025 | 1,213 | 36,402 | 10,826 | 4,702 | 53,143 | 11,849 | 64,992
Within one year | 365 | 2,871 | 2,603 | 4,747 | 10,586 | 10,891 | 21,477
One to two years | 140 | 5,860 | 1,984 | 247 | 8,231 | 128 | 8,359
Two to three years | 27 | 5,608 | 1,599 | 245 | 7,479 | – | 7,479
Three to four years | 91 | 2,310 | 1,461 | 226 | 4,088 | – | 4,088
Four to five years | 161 | 3,437 | 1,129 | 422 | 5,149 | – | 5,149
More than five years | 72 | 40,826 | 2,366 | 277 | 43,541 | – | 43,541
| 856 | 60,912 | 11,142 | 6,164 | 79,074 | 11,019 | 90,093
Effect of discount / |  |  |  |  |  |  |
financing rates | (89) | (20,169) | (1,470) | (359) | (22,087) | (7) | (22,094)
31 March 2024 | 767 | 40,743 | 9,672 | 5,805 | 56,987 | 11,012 | 67,999

Notes:
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 no
debt that is subject to a material adverse change clause. Where there is a choice of contractual cash flow dates, principally on ‘hybrid
bonds’, the expected settlement date is used.
2.
Includes spectrum licence payables with maturity profile €187
million (2024:
€153 million)
within one year, €187
million (2024:
€187
million) in one to two years, €187
million (2024:
€187 million)
in two to three years, €187
million (2024:
€187 million) in three to four
years, €187
million (2024:
€187 million)
in four to five years and €89
million (2024:
€276 million) in more than five years. Also includes
€2,357 million (2024:
€2,628 million) in relation to cash received under collateral support agreements shown within 1 year.
3.
Includes financial liabilities under put option arrangements and non-derivative financial liabilities presented within trade and other
payables.
The maturity profile of the Group’s financial derivatives (which include interest rate swaps, cross-currency
interest rate swaps and foreign exchange swaps) using undiscounted cash flows, is as follows:

| 2025 | 2024
| Payable 1 | Receivable 1 | Total | Payable 1 | Receivable 1 | Total
| €m | €m | €m | €m | €m | €m
Within one year | (8,207) | 8,792 | 585 | (7,181) | 7,886 | 705
In one to two years | (5,780) | 6,180 | 400 | (4,984) | 5,466 | 482
In two to three years | (2,363) | 2,807 | 444 | (5,496) | 5,910 | 414
In three to four years | (5,782) | 6,326 | 544 | (2,457) | 2,909 | 452
In four to five years | (4,174) | 4,666 | 492 | (3,451) | 4,020 | 569
In more than five years | (47,357) | 53,987 | 6,630 | (40,415) | 46,561 | 6,146
| (73,663) | 82,758 | 9,095 | (63,984) | 72,752 | 8,768
Effect of discount/financing rates |  |  | (6,804) |  |  | (6,066)
Financial derivative net receivable |  |  | 2,291 |  |  | 2,702

Note:
1.
Payables and receivables are stated separately in the table above where cash settlement is on a gross basis.
Market risk
Interest rate management
Under the Group’s interest rate management
policy, interest rates on long-term monetary assets and liabilities
are principally maintained on a fixed rate basis.
At 31 March 2025 and after hedging, substantially all of our outstanding liabilities are held on a fixed interest rate
basis in accordance with treasury policy.
For each one hundred basis point rise in market interest rates for all currencies in which the Group had
borrowings at 31 March 2025 there would be a decrease
in profit before tax by €26
million (2024:
€13 million
increase) including mark to market revaluations of interest rate and other derivatives and the potential interest
on cash and short-term investments. There would be no material impact on equity.
At 31 March 2025, the Group had limited exposure through interest rate derivatives and floating rate bonds
referencing LIBOR and other interbank offered rates (IBORs).
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
176
22. Capital and financial risk management (continued)
Foreign exchange management
As Vodafone’s primary listing is on the London Stock Exchange its share price is quoted in sterling. Since the
sterling share price represents the value of its future multi-currency cash flows, principally in euro, South African
rand and sterling, the Group maintains the currency of debt and interest charges in proportion to its expected
future principal cash flows and has a policy to hedge external foreign exchange risks on transactions
denominated in other currencies above a certain de minimis level.
At 31 March 2025 9% of net debt was denominated in currencies other than euro (4% South African rand and 5%
other). This allows South African rand to be serviced in proportion to expected future cash flows and therefore
provides a partial economic hedge against income statement translation exposure.
Under the Group’s foreign exchange management policy, foreign exchange transaction exposure in Group
companies is generally maintained at the lower of €5 million per currency per month or €15 million per currency
over a six-month period.
The Group recognises foreign exchange movements in equity for the translation of net investment hedging
instruments and balances treated as investments in foreign operations. However, there is no net impact on
equity for exchange rate movements on net investment hedging instruments as there would be an offset in the
currency translation of the foreign operation. At 31 March 2025 the Group held financial liabilities in a net
investment hedge against the Group’s South African rand operations. Sensitivity to foreign exchange movements
on the hedging liabilities, analysed against a strengthening of the South African rand by 9% (2024: 10%) would
result in a decrease in equity of €106 million (2024: €154 million) which would be fully offset by foreign
exchange movements on the hedged net assets. In addition, cash flow hedges of principally US dollar
borrowings would result in an increase in equity of €34 million (2024: €73million) against a strengthening of US
dollar by 1% (2024: 3%).
The Group income statement is exposed to foreign exchange risk from both the generation of profits and losses
in currencies other than euro and from the translation of balance sheet items not held in functional currency.
The following table details the Group’s sensitivity to foreign exchange risk. The percentage movement applied to
the currency is based on the average movements in the previous three annual reporting periods.

| 2025 | 2024
| €m | €m
Increase/ (decrease) in Profit before taxation |  |
EGP 41% change (2024: 43%) | 224 | 191
TRY 38% change (2024: 54%) | 118 | 104
ZAR 9% change (2024: 10%) | 114 | 60
GBP 3% change (2024: 2%) | (27) | (50)

Equity risk
There is no material equity risk relating to the Group’s equity investments which are detailed in note 13 ‘Other
investments’.
Risk management strategy of hedge relationships
The risk strategies of the designated cash flow, fair value, and net investment hedges reflect the above market
risk strategies.
The objective of the cash flow hedges is principally to convert foreign currency denominated fixed rate
borrowings in US dollar, Pound sterling, Australian dollar, Swiss franc, Hong Kong dollar, Japanese yen,
Norwegian krona and floating rate borrowings into euro fixed rate borrowings and hedge the foreign exchange
spot rate and interest rate risk. There are also cash flow hedges of certain subsidiary expenditure not
denominated in functional currency of the entity, to hedge foreign exchange risk. Derivative financial
instruments designated in cash flow hedges are cross-currency interest rate swaps and foreign exchange swaps
and forwards. The swap maturity dates and liquidity profiles of the nominal cash flows match those of the
underlying borrowings and exposures.
The objective of the net investment hedges is to hedge foreign exchange risk in foreign operations. Derivative
financial instruments designated in net investment hedges are cross-currency interest rate swaps and foreign
exchange swaps. The hedging instruments are rolled on an ongoing basis as determined by the nature of the
business.
Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective
effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging
instrument.
For hedges of foreign currency denominated borrowings and investments, the Group uses a combination of
cross-currency and foreign exchange swaps to hedge its exposure to foreign exchange risk and interest rate risk
and enters into hedge relationships where the critical terms of the hedging instrument match with the terms of
the hedged item. Therefore, the Group expects a highly effective hedging relationship with the swap contracts
and the value of the corresponding hedged items to change systematically in the opposite direction in response
to movements in the underlying exchange rates and interest rates. The Group therefore performs a qualitative
assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the
critical terms no longer match with the critical terms of the hedging instrument, the Group uses the hypothetical
derivative method to assess effectiveness. Hedge ineffectiveness may occur due to:
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.
The hedge ratio for each designation will be established by comparing the quantity of the hedging instrument
and the quantity of the hedged item to determine their relative weighting; for all of the Group’s existing hedge
relationships the hedge ratio has been determined as 1:1.
The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net
present values using appropriate market rates and foreign currency rates prevailing at 31 March. The valuation
basis is level 2 of the fair value hierarchy. This classification comprises items where fair value is determined from
inputs other than quoted prices that are observable for the asset and liability, either directly or indirectly.
Derivative financial assets and liabilities are included within trade and other receivables and trade and other
payables in the statement of financial position.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
177
22. Capital and financial risk management (continued)
The table below shows the carrying values and nominal amounts of derivatives in a continued hedge relationship as at 31 March.

|  |  |  | Other comprehensive income | Weighted average
|  | Carrying | Carrying | Opening | (Gain)/loss | Gain/(Loss) | Closing |  |  | Euro
| Nominal | value | value | balance | deferred | recycled to | balance | Maturity |  | interest
| amounts | assets | liabilities | 1 April 2024 | to OCI | financing costs | 31 March 2025 1 | year | FX rate | rate
At 31 March 2025 | €m | €m | €m | €m | €m | €m | €m |  |  | %
Cash flow hedges - foreign currency risk 2 |  |  |  |  |  |  |  |  |  |
Cross-currency and foreign exchange swaps: |  |  |  |  |  |  |  |  |  |
- US dollar bonds | 16,097 | 2,245 | 138 | (810) | (307) | 56 | (1,061) | 2044 | 1.15 | 3.51
- Australian dollar bonds | 163 | – | 11 | (13) | 14 | (2) | (1) | 2027 | 1.56 | 1.58
- Swiss franc bonds | 204 | 37 | – | (10) | (23) | 24 | (9) | 2030 | 1.08 | 1.53
- Pound sterling bonds | 4,642 | 58 | 444 | 333 | 86 | 70 | 489 | 2043 | 0.86 | 3.84
- Hong Kong dollar bonds | 216 | 20 | – | – | (4) | 3 | (1) | 2028 | 9.14 | 1.62
- Japanese yen bonds | 78 | – | 14 | (6) | 2 | 1 | (3) | 2037 | 128.53 | 2.47
- Norwegian krona bonds | 25 | – | 4 | (5) | 3 | 2 | – | 2025 | 9.25 | 0.37
- Foreign exchange forwards 3 | – | – | – | (42) | (1) | 43 | – | – | – | –
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 | 1,203 | 124 | – | 898 | 96 | – | 994 | 2026 | 17.62 | 2.76
| 22,628 | 2,484 | 611 | 345 | (134) | 197 | 408 |  |  |

|  |  |  | Other comprehensive income | Weighted average
|  | Carrying | Carrying | Opening | (Gain)/loss | Gain/(Loss) | Closing |  |  | Euro
| Nominal | value | value | balance | deferred | recycled to | balance | Maturity |  | interest
| amounts | assets | liabilities | 1 April 2023 | to OCI | financing costs | 31 March 2024 1 | year | FX rate | rate
At 31 March 2024 | €m | €m | €m | €m | €m | €m | €m |  |  | %
Cash flow hedges - foreign currency risk 2 |  |  |  |  |  |  |  |  |  |
Cross-currency and foreign exchange swaps: |  |  |  |  |  |  |  |  |  |
- US dollar bonds | 16,756 | 2,689 | 188 | (2,709) | 1,775 | 124 | (810) | 2039 | 1.18 | 3.29
- Australian dollar bonds | 288 | – | 2 | (21) | 14 | (6) | (13) | 2027 | 1.56 | 1.57
- Swiss franc bonds | 624 | 80 | – | (3) | (22) | 15 | (10) | 2026 | 1.08 | 1.57
- Pound sterling bonds | 4,771 | 45 | 362 | (37) | 244 | 126 | 333 | 2043 | 0.86 | 4.05
- Hong Kong dollar bonds | 233 | 20 | – | (5) | 2 | 3 | – | 2028 | 9.08 | 1.92
- Japanese yen bonds | 78 | – | 11 | (12) | 15 | (9) | (6) | 2037 | 128.53 | 2.47
- Norwegian krona bonds | 241 | – | 47 | (12) | 13 | (6) | (5) | 2026 | 9.15 | 1.12
- Foreign exchange forwards 3 | 287 | – | 42 | (34) | (15) | 7 | (42) | 2024 | 29.88 | –
Cash flow hedges - foreign currency and interest rate risk 2 |  |  |  |  |  |  |  |  |  |
Cross currency swaps - US dollar bonds | – | – | – | (11) | 11 | – | – | – | – | –
Net investment hedge - foreign exchange risk 4 |  |  |  |  |  |  |  |  |  |
Cross currency and foreign exchange swaps - South African rand investment | 1,505 | 176 | – | 952 | (54) | – | 898 | 2026 | 17.81 | 2.19
| 24,783 | 3,010 | 652 | (1,892) | 1,983 | 254 | 345 |  |  |

Notes:
1.
Fair value movement deferred into other comprehensive income includes €200 million gain (2024: €251 million loss) and €1 million gain (2024: €10 million gain) of foreign currency basis outside the cash flow and net investment hedge relationships respectively.
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 €28 million (2024: €67 million).
3.
Includes euro and US dollar forward contracts against Turkish lira to hedge foreign currency forecast expenditures in local markets. Notional amounts of €nil (2024: €166 million) and $nil (2024: $130 million or €121 million equivalent) with weighted average exchange rates of nil (2024: 29.68) and nil (2024:
30.15) respectively to Turkish lira.
4.
Hedge ineffectiveness of swaps designated in a net investment hedge during the period was €nil (2024: €nil).
The carrying value of bonds includes an additional €457 million loss (2024: €710 million loss) in relation to fair value of other bonds previously designated in fair value hedge relationships.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
178
22. Capital and financial risk management (continued)
Changes in assets and liabilities arising from financing activities
The tables below present the changes in assets and liabilities arising from financing activities at 31 March 2025 and 31 March 2024.

|  |  |  |  | Assets and
|  |  |  |  | liabilities
|  |  | Financial |  | arisi
|  | Derivative | liabilities |  | from
|  | assets and | under | Other | financing
| Borrowings | liabilities | put options | liabilities 3 | activities
| €m | €m | €m | €m | €m
1 April 2024 | 56,987 | (2,702) | – | 105 | 54,390
Cash movements |  |  |  |  |
Proceeds from issuance of long-term |  |  |  |  |
borrowings | 4,680 | – | – | – | 4,680
Repayment of borrowings 1 | (12,963) | – | – | – | (12,963)
Net movement in short-term borrowings | 78 | – | – | – | 78
Net movement in derivatives | – | 404 | – | – | 404
Interest paid 1 | (2,975) | 348 | 4 | (82) | (2,705)
Purchase of treasury shares | – | – | – | (1,868) | (1,868)
Non-cash movements |  |  |  |  |
Fair value movements | – | (45) | – | – | (45)
Foreign exchange | 121 | 61 | – | (4) | 178
Interest costs 2 | 2,196 | (356) | – | 43 | 1,883
Lease additions | 4,361 | – | – | – | 4,361
Other | 658 | (1) | 93 | 2,000 | 2,750
31 March 2025 | 53,143 | (2,291) | 97 | 194 | 51,143

|  |  |  |  | Assets and
|  |  |  |  | liabilities
|  |  | Financial |  | arisi
|  | Derivative | liabilities |  | from
|  | assets and | under | Other | financing
| Borrowings | liabilities | put options | liabilities | activities
| €m | €m | €m | €m | €m
1 April 2023 | 66,390 | (4,702) | 485 | 103 | 62,276
Cash movements |  |  |  |  |
Proceeds from issuance of long-term |  |  |  |  |
borrowings | 1,533 | – | – | – | 1,533
Repayment of borrowings 1 | (10,106) | – | – | – | (10,106)
Net movement in short-term borrowings | (1,636) | – | – | – | (1,636)
Net movement in derivatives | – | 144 | – | – | 144
Interest paid 1 | (2,531) | 272 | (17) | (54) | (2,330)
Other | – | – | (493) | – | (493)
Non-cash movements |  |  |  |  |
Fair value movements | – | 2,233 | – | – | 2,233
Foreign exchange | 61 | (231) | – | 1 | (169)
Interest costs 2 | 2,766 | (395) | 13 | 56 | 2,440
Lease additions | 3,915 | – | – | – | 3,915
Transfer of assets and liabilities held for sale | (3,455) | (23) | – | (1) | (3,479)
Other | 50 | – | 12 | – | 62
31 March 2024 | 56,987 | (2,702) | – | 105 | 54,390

Notes:
1. Includes €nil (2024: €1,136 million) in Repayment of borrowings and €nil (2024: €103 million) in Interest paid that are presented within Cash
outflows from discontinued operations in the Consolidated statement of cash flows.
2. Includes €nil (2024: €111 million) of Interest costs presented within Discontinued operations in the Consolidated income statement.
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)
Fair value and carrying value information
The carrying value and valuation basis of the Group’s financial assets are set out in notes 13 ‘Other investments’,
14 ‘Trade and other receivables’ and 19 ‘Cash and cash equivalents’. For all financial assets held at amortised cost
the carrying values approximate fair value except as disclosed in note 13 ‘Other investments’.
The carrying value and valuation basis of the Group’s financial liabilities are set out in notes 15 ‘Trade and other
payables’ and 21 ‘Borrowings’. The carrying values approximate fair value for the Group’s trade payables and
other payables categories. For other financial liabilities a comparison of fair value and carrying value is disclosed
in note 21 ‘Borrowings’.
Level 3 financial instruments
The Group’s borrowings include €nil (2024: €1,720 million) of bank borrowings that were secured against the
Group’s shareholdings in Indus Towers and Vodafone Idea (see note 12 ‘Associates and joint arrangements’ for
further details of these assets) that were repaid during the year through the sale of the shareholding in Indus
Towers. This arrangement contained an embedded derivative option which was separately fair valued. The 31
March 2024 valuation of the embedded derivative asset of €22 million was presented within derivative assets in
current assets (see note 14 ‘Trade and other receivables’).
A Black Scholes model for European put options was used as a valuation model and primarily used market inputs
(quoted share prices and volatilities for Indus Towers and Vodafone Idea) along with a strike price equal to the
amount payable under the loan. The valuation included an unobservable adjustment to reflect the potential
timeframe to settle the loan and was modelled using a range of potential durations up to 30 September 2025. As
a result of this unobservable adjustment, the option was classified as a level 3 instrument under the fair value
hierarchy.
Following the completion of the sale of Vodafone Spain on 31 May 2024 (See note 7 ‘Discontinued operations
and assets held for sale’), the Group received the non-cash consideration component in the form of €900 million
Redeemable Preference Shares (‘RPS’) issued by EJLSHM Funding Ltd (‘EJLSHM’). The RPS will be redeemed 6
years after completion, or earlier if there is a material liquidity event or exit from Zegona that releases funds to its
shareholders. The RPS have a nominal value, including accrued interest, of €937 million on 31 March 2025.
EJLSHM subscribed for new ordinary shares in Zegona, equivalent to the value of the RPS, the future proceeds
from which will be used to repay the RPS. Per the contractual arrangement, these ordinary shares do not carry
voting rights, and their value is capped at the nominal value, including accrued interest, of the RPS. EJSHM is a
consolidated special purpose entity for the Group, resulting in the elimination of the RPS and the recognition of
an investment in the Zegona shares for the Group. The Zegona shares are recorded at fair value through profit
and loss and have a fair value of €937 million on 31 March 2025.
The valuation approach for the Zegona shares reflects the contractual terms of the RPS arrangement and utilises
a bespoke option model which draws on observable Level 2 market data inputs, including bond yields, share
prices, and foreign exchange rates. The model also includes certain key inputs that requires judgement. These
include the timing of when EJLSHM will sell its shares in Zegona to settle its RPS liability to the Group, Zegona’s
share price volatility and the share’s expected dividend yield.
The only judgement that has a material impact on the valuation is the Zegona share price volatility. An
increase/(decrease) of the share price volatility by 10% would have €nil impact due to fair value being capped at
the nominal value of the RPS, including accrued interest at 31 March 2025.
Net financial instruments
The table below shows the Group’s financial assets and liabilities that are subject to offset in the balance sheet
and the impact of enforceable master netting or similar agreements.

|  |  |  | Related amounts not set off in the balance sheet
|  |  | Amounts | Right of set off | Collateral |
|  |  | presented in | with derivative | (liabilities)/ |
| Gross amount | Amount set off | balance sheet | counterparties | assets 1 | Net amount
At 31 March 2025 | €m | €m | €m | €m | €m | €m
Derivative financial assets | 4,197 | – | 4,197 | (1,146) | (2,357) | 694
Derivative financial liabilities | (1,906) | – | (1,906) | 1,146 | 1,010 | 250
Total | 2,291 | – | 2,291 | – | (1,347) | 944

|  |  |  | Related amounts not set off in the balance sheet
|  |  | Amounts | Right of set off | Collateral |
|  |  | presented in | with derivative | (liabilities)/ |
| Gross amount | Amount set off | balance sheet | counterparties | assets 1 | Net amount
At 31 March 2024 | €m | €m | €m | €m | €m | €m
Derivative financial assets | 4,226 | – | 4,226 | (899) | (2,628) | 699
Derivative financial liabilities | (1,524) | – | (1,524) | 899 | 741 | 116
Total | 2,702 | – | 2,702 | – | (1,887) | 815

Note:
1. Excludes non-cash collateral of €613 million (2024: €370 million) which is not recognised on balance sheet, but which would become
payable to the Group in the event of a counterparty default on the related derivative financial assets.
Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when
there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net
basis or realise the asset and settle the liability simultaneously. Derivative financial instruments that do not meet
the criteria for offset could be settled net in certain circumstances under ISDA (‘International Swaps and
Derivatives Association’) agreements where each party has the option to settle amounts on a net basis in the
event of default from the other. Collateral may be offset and net settled against derivative financial instruments
in the event of default by either party. The aforementioned collateral balances are recorded in notes 13 ‘Other
investments’ or 21 ‘Borrowings’ respectively.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
180
23. Directors and key management compensation
This note details the total amounts earned by the Company’s Directors and members of the
Executive Committee.
Directors
Aggregate emoluments of the Directors of the Company were as follows:

| 2025 | 2024 | 2023
| €m | €m | €m
Short-term remuneration | 8 | 8 | 6
Long-term incentive schemes 1 | 1 | 1 | 3
| 9 | 9 | 9

Note:
1.
Relates to share-based payments.
No Directors serving during the year exercised share options in the year ended 31 March 2025 (2024: None;
2023: None).
Key management compensation
Aggregate compensation for key management, being the Directors and members of the Executive Committee,
was as follows:

| 2025 | 2024 | 2023
| €m | €m | €m
Short-term employee benefits | 24 | 27 | 25
Share-based payments | 9 | 7 | 12
| 33 | 34 | 37

24. Employees
This note shows the average number of people employed by the Group during the year, in
which areas of our business our employees work and where they are based. It also shows total
employment costs.

| 2025 | 2024 | 2023
| Employees | Employees | Employees
By activity |  |  |
Operations | 15,440 | 15,707 | 15,808
Selling and distribution | 21,830 | 22,928 | 24,676
Customer care and administration | 55,564 | 57,647 | 57,619
| 92,834 | 96,282 | 98,103
By segment |  |  |
Germany | 14,341 | 15,115 | 15,242
UK | 9,332 | 9,640 | 9,312
Other Europe | 11,744 | 11,441 | 14,189
Africa | 14,036 | 13,578 | 13,633
T ü rkiye 1 | 3,164 | 3,126 | 3,688
Vantage Towers | – | – | 753
Common Functions | 36,163 | 34,273 | 31,561
| 88,780 | 87,173 | 88,378
Discontinued operations | 4,054 | 9,109 | 9,725
Total | 92,834 | 96,282 | 98,103

The cost incurred in respect of these employees (including Directors) was:

| 2025 | 2024 | 2023
| €m | €m | €m
Wages and salaries | 4,369 | 4,674 | 4,384
Social security costs | 512 | 497 | 468
Other pension costs (note 25 'Post employment benefits') | 245 | 217 | 212
Share-based payments (note 26 'Shared-based payments') | 110 | 110 | 128
| 5,236 | 5,498 | 5,192
Discontinued operations | 286 | 748 | 650
Total | 5,522 | 6,246 | 5,842

Note:
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
The Group operates a number of Defined Benefit and Defined Contribution retirement plans
for our employees. The Group’s largest defined benefit plan is in the UK. For further details see
‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of
preparation’.
Accounting policies
For defined benefit retirement plans, the difference between the fair value of the plan assets and the present
value of the plan liabilities is recognised as an asset or a liability on the consolidated statement of financial
position. Defined benefit plan liabilities are assessed using the projected unit funding method and applying the
principal actuarial assumptions at the reporting period date. Assets are valued at market value.
Actuarial gains and losses are taken to the consolidated statement of comprehensive income for defined benefit
plans or consolidated income statement for cash leaver plans as incurred. For this purpose, actuarial gains and
losses comprise both the effects of changes in actuarial assumptions and experience adjustments arising from
differences between the previous actuarial assumptions and what has actually occurred. The return on plan
assets, in excess of interest income, and costs incurred for the management of plan assets are also taken to other
comprehensive income.
Other movements in the net surplus or deficit are recognised in the consolidated income statement, including
the current service cost, any past service cost and the effect of any settlements. The interest cost less the
expected interest income on assets is also charged to the consolidated income statement. The amount charged
to the consolidated income statement in respect of these plans is included within operating costs, profit or loss
or in the Group’s share of the results of equity accounted operations, as appropriate.
The Group’s contributions to defined contribution pension plans are charged to the consolidated income
statement as they fall due.
Background
At 31 March 2025 the Group operated a number of retirement plans for the benefit of its employees throughout
the world, with varying rights and obligations depending on the conditions and practices in the countries
concerned. The Group’s philosophy is to provide access to defined contribution retirement plans where feasible
and to manage legacy defined benefit retirement arrangements. Defined benefit plans provide benefits based on
the employees’ length of pensionable service and their final pensionable salary or other criteria. Defined
contribution plans offer employees individual funds that are converted into benefits at the time of retirement.
The Group operates defined benefit plans in Germany, India, Ireland, Italy
1
, the UK, the United States and
defined benefit indemnity plans in Greece and Türkiye. Defined contribution plans are currently provided in
Albania, Egypt, Germany, Greece, India, Ireland, Italy
1
, Portugal, South Africa and the UK.
Note:
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.
Income statement expense/(income)

| 2025 | 2024 | 2023
| €m | €m | €m
Defined contribution plans | 194 | 183 | 175
Defined benefit plans | 51 | 34 | 37
Total amount charged to staff costs (note 24 ‘Employees’) | 245 | 217 | 212
Defined benefit net interest (income) in financing costs | (4) | – | –
Total amount charged to income statement | 241 | 217 | 212

Defined benefit plans
The Group’s retirement policy is to provide competitive pension provision, in each operating country, in line with
the market median for that location. The Group’s preferred retirement provision is focused on Defined
Contribution arrangements and/or State provision for future service.
The Group’s main defined benefit funding liability is the Vodafone UK Group Pension Scheme (‘Vodafone UK
plan’). Since June 2014 the Vodafone UK plan has consisted of two segregated sections: the Vodafone Section
and the Cable & Wireless Section (‘CWW Section’). Both sections are closed to new entrants and to future accrual.
The Group also operates smaller funded and unfunded plans in the UK, funded and unfunded plans in Germany
and a funded plan in Ireland. Defined benefit pension provision exposes the Group to actuarial risks such as
longer than expected longevity of participants, lower than expected return on investments and higher than
expected inflation, which may increase the liabilities or reduce the value of assets of the plans.
The main defined benefit plans are administered by trustee boards which are legally separate from the Group
and consist of representatives who are employees, former employees or are independent from the Group. The
trustee boards of the pension plans are required by legislation to act in the best interest of the participants, set
the investment strategy and contribution rates and are subject to statutory funding regimes.
The Vodafone UK plan is registered as an occupational pension plan with HM Revenue and Customs (‘HMRC’)
and is subject to UK legislation and operates within the framework outlined by the Pensions Regulator. UK
legislation requires that pension plans are funded prudently and that valuations are undertaken at least every
three years. Separate valuations are required for the Vodafone Section and CWW Section.
The trustees obtain regular actuarial valuations to check whether the statutory funding objective is met and
whether a recovery plan is required to restore funding to the level of the agreed technical provisions. The 31
March 2022 triennial actuarial valuation for the Vodafone Section and CWW Section of the Vodafone UK plan
showed a net surplus of £248 million (€296 million) on the funding basis, comprising of a £97 million (€116
million) surplus for the Vodafone Section and a £151 million (€180 million) surplus for the CWW Section. No
further contributions are due in respect of the Vodafone UK plan at this time.
The next actuarial valuation has an
effective date of 31 March 2025 but will only become available during the next financial year.
These plan-specific actuarial valuations differ to the IAS 19 ‘Employee Benefits’ accounting basis, which is used
to measure pension assets and liabilities presented in the Group’s consolidated statement of financial position.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
182
25. Post employment benefits (continued)
Funding plans are individually agreed for each of the Group’s other defined benefit plans with the respective
trustees or governing board, taking into account local regulatory requirements. It is expected that ordinary
contributions of €20 million will be paid into the Group’s defined benefit plans during the year ending 31 March
2026. The Group has also provided certain guarantees in respect of the Vodafone UK plan; further details are
provided in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.
The investment strategy for the UK plans is controlled by the trustees in consultation with the Group and the
plans have no direct investments in the Group’s equity securities or in property or other assets currently used by
the Group. The allocation of assets between different classes of investment is reviewed regularly and is a key
factor in the trustee investment policy. The trustees aim to achieve the plan’s investment objectives through
investing partly in a diversified mix of growth assets which, over the long term, are expected to grow in value by
more than the low-risk assets. The low-risk assets include cash and gilts, inflation and interest rate hedging and
in-substance insured pensioner annuity policies in both the Vodafone Section and CWW Sections of the
Vodafone UK plan and an insured pensioner annuity policy in the Vodafone Ireland Pension Plan. A number of
investment managers are appointed to promote diversification by assets, organisation and investment style and
current market conditions and trends are regularly assessed, which may lead to adjustments in the asset
allocation.
The key risks in relation to the Vodafone UK plan are set out below, alongside a summary of the steps taken to
mitigate each risk

Risk description | Mitigation
Investment strategy risk | The plan adopts a liability driven investment framework, by
Underperformance of the investment | investing in assets that aim to match the characteristics of
strategy relative to the changes in the | the Vodafone UK Plan's liabilities. This can help to hedge the
Vodafone UK Plan's liabilities, which are | risk of future changes in interest rate and inflation and also
sensitive to interest rates and inflation, | reduce balance sheet volatility.
potentially leading to shortfalls in meeting |
pension obligations. |
Longevity risk | The Vodafone UK Plan's funding targets include a margin for
Pensions paid by the Vodafone UK Plan are | prudence to reflect uncertainty in future life expectancy.
guaranteed for life, and, therefore, if | Both sections of the Vodafone UK Plan have pensioner
members are expected to live longer, the | annuity policies which help reduce exposure to changes in
liabilities increase. | longevity. Longevity risk is also monitored by the trustees on
| a regular basis through its risk management framework.
Regulatory risk | There is open communication with the trustees and advisors
Changes in pension regulations and | of the Vodafone UK Plan to understand the impact of any
accounting standards can impact the Group's | changes in regulation and to proactively address potential
pension obligations and reporting | resulting risks.
requirements. |

Actuarial assumptions
The Group’s plan liabilities are measured using the projected unit credit method using the principal
actuarial assumptions set out below:

| 2025 | 2024 | 2023
| % | % | %
Weighted average actuarial assumptions used at 31 March 1 |  |  |
Rate of inflation 2 | 2.8 | 2.9 | 3.0
Rate of increase in salaries 3 | 3.1 | 3.0 | 3.0
Discount rate | 5.1 | 4.5 | 4.5

Notes:
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.
Mortality assumptions used are based on recommendations from the individual local actuaries which include
adjustments for the experience of the Group where appropriate. The Group’s largest plan is the Vodafone UK
plan. Life expectancies assumed for the UK plans are 22.5/24.3 years (2024: 22.6/24.3 years) for a male/female
pensioner currently aged 65 years and 23.5/25.4 years (2024: 23.6/25.4 years) from age 65 for a male/female
non-pensioner member currently aged 40.
Charges made to the consolidated income statement and consolidated statement of comprehensive income
(‘SOCI’) on the basis of the assumptions stated above are shown in the table below.

| 2025 | 2024 | 2023
| €m | €m | €m
Current service cost | 36 | 42 | 44
Net past service cost | 15 | – | –
Net interest (income) included within staff costs | – | (8) | (7)
Total net cost included within staff costs | 51 | 34 | 37
Net interest (income) included in financing costs | (4) | – | –
Total net cost included within profit and loss | 47 | 34 | 37
Actuarial losses recognised in the SOCI | 12 | 77 | 213

Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
183
25. Post employment benefits (continued)
Duration of the benefit obligations
The weighted average duration of the defined benefit obligation at 31 March 2025 is 13 years (2024: 15 years).
Fair value of the assets and present value of the liabilities of the plans
The amount included in the consolidated statement of financial position arising from the Group’s obligations in
respect of its defined benefit plans is as follows:

| Assets | Liabilities | Net surplus
| €m | €m | €m
1 April 2023 | 5,047 | (4,976) | 71
Service cost | – | (42) | (42)
Interest income/(cost) | 223 | (215) | 8
Return on plan assets excluding interest income | (102) | – | (102)
Actuarial gains arising from changes in demographic assumptions | – | 72 | 72
Actuarial gains arising from changes in financial assumptions | – | 30 | 30
Actuarial losses arising from experience adjustments | – | (77) | (77)
Employer cash contributions | 41 | – | 41
Member cash contributions | 15 | (15) | –
Benefits paid | (173) | 173 | –
Exchange rate movements | 104 | (73) | 31
Liabilities held for sale | – | 51 | 51
Other movements | (7) | – | (7)
31 March 2024 | 5,148 | (5,072) | 76
Service cost | – | (51) | (51)
Interest income/(cost) | 229 | (225) | 4
Return on plan assets excluding interest income | (467) | – | (467)
Actuarial gains arising from changes in demographic assumptions | – | 6 | 6
Actuarial gains arising from changes in financial assumptions | – | 465 | 465
Actuarial losses arising from experience adjustments | – | (16) | (16)
Employer cash contributions | 41 | – | 41
Member cash contributions | 19 | (19) | –
Benefits paid | (192) | 192 | –
Exchange rate movements | 84 | (79) | 5
Other movements | (8) | – | (8)
31 March 2025 | 4,854 | (4,799) | 55

The table below provides an analysis of the net surplus for the Group as a whole.

| 2025 | 2024
| €m | €m
Analysis of net surplus: |  |
Total fair value of plan assets | 4,854 | 5,148
Present value of funded plan liabilities | (4,722) | (5,017)
Net surplus for funded plans | 132 | 131
Present value of unfunded plan liabilities | (77) | (55)
Net surplus | 55 | 76
Net surplus is analysed as: |  |
Assets 1 | 242 | 257
Liabilities | (187) | (181)

Note:
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.
An analysis of net surplus is provided below for the Vodafone UK plan, which is a funded plan. As part of the
merger of the Vodafone UK plan and the Cable and Wireless Worldwide Retirement Plan (‘CWWRP’) plan on 6
June 2014 the assets and liabilities of the CWW Section are segregated from the Vodafone Section and hence are
reported separately below.

| CWW Section | Vodafone Section
| 2025 | 2024 | 2025 | 2024
| €m | €m | €m | €m
Analysis of net surplus: |  |  |  |
Total fair value of plan assets | 1,640 | 1,781 | 1,805 | 1,983
Present value of plan liabilities | (1,550) | (1,676) | (1,750) | (1,924)
Net surplus 1 | 90 | 105 | 55 | 59

Note:
1.
All net surpluses are reported as non-current assets in the consolidated statement of financial position.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
184
25. Post employment benefits (continued)
Fair value of plan assets

| 2025 | 2024
| €m | €m
Cash and cash equivalents | 61 | 52
Equity investments: |  |
With quoted prices in an active market | 471 | 261
Without quoted prices in an active market | 37 | 293
Debt instruments: |  |
With quoted prices in an active market | 1,151 | 928
Without quoted prices in an active market | 683 | 944
Property: |  |
With quoted prices in an active market | 17 | 16
Without quoted prices in an active market | 313 | 374
Derivatives : 1 |  |
Without quoted prices in an active market | 927 | 1,040
Investment funds | 572 | 580
Annuity policies |  |
Without quoted prices in an active market | 622 | 660
Total | 4,854 | 5,148

Note:
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.
The fair value of plan assets, which have been measured in accordance with IFRS 13 ‘Fair Value Measurement’,
are analysed by asset category above and are subdivided by assets that have a quoted market price in an active
market and those that do not, such as investment funds. Where available, the fair values are quoted prices (e.g.
listed equity, sovereign debt and corporate bonds). Unlisted investments without quoted prices in an active
market (e.g. private equity) are included at values provided by the fund manager in accordance with relevant
guidance. Other significant assets are valued based on observable inputs such as yield curves. The Vodafone UK
plan annuity policies fully match the pension obligations of those pensioners insured and therefore are set equal
to the present value of the related obligations. Investment funds of €572 million at 31 March 2025 (2024: €580
million) include investments in diversified alternative beta funds held in the Vodafone Section of the Vodafone
UK plan.
The actual return on plan assets over the year to 31 March 2025 was a loss of €238 million (2024: €121 million
gain).
Sensitivity analysis
Measurement of the Group’s defined benefit retirement obligation is sensitive to changes in certain key
assumptions. The sensitivity analysis below shows how a reasonably possible increase or decrease in a
particular assumption would, in isolation, result in an increase or decrease in the present value of the
defined benefit obligation as at 31 March 2025.

|  |  | Rate of increase |  |  |  |
| Rate of inflation | in salaries | Discount rate | Life expectancy
| Decrease | Increase | Decrease | Increase | Decrease | Increase | Decrease | Increase
| by 0.5% | by 0.5% | by 0.5% | by 0.5% | by 0.5% | by 0.5% | by 1 year | by 1 year
| €m | €m | €m | €m | €m | €m | €m | €m
(Decrease)/increase in the present |  |  |  |  |  |  |  |
value of the defined benefit |  |  |  |  |  |  |  |
obligation 1 | (198) | 189 | (2) | 2 | 286 | (264) | (108) | 111

Note:
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
The Group has a number of share plans used to award shares to Executive Directors and
employees as part of their remuneration package. A charge is recognised over the vesting
period in the consolidated income statement to record the cost of these, based on the fair
value of the award on the grant date.
Accounting policies
The Group issues equity-settled share-based awards to certain employees. Equity-settled share-based awards are
measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair
value determined at the grant date of the equity-settled share-based award is expensed on a straight-line basis
over the vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted for the
effect of non-market-based vesting conditions. A corresponding increase in additional paid-in capital is also
recognised.
Some share awards have an attached market condition, based on total shareholder return (‘TSR’), which is taken
into account when calculating the fair value of the share awards. The valuation for the TSR is based on
Vodafone’s ranking within the same group of companies, where possible, over the past five years.
The fair value of awards of non-vested shares is a calculation of the closing price of the Company’s shares on the
day prior to the grant date, adjusted for the present value of the delay in receiving dividends where appropriate.
The maximum aggregate number of ordinary shares which may be issued in respect of share options or share
plans will not (without shareholder approval) exceed:
−
10% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when
aggregated with the total number of ordinary shares which have been allocated in the preceding ten year
period under all plans; and
−
5% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when
aggregated with the total number of ordinary shares which have been allocated in the preceding ten year
period under all plans, other than any plans which are operated on an all-employee basis.
Share options
Vodafone Sharesave Plan
Under the Vodafone Sharesave Plan UK staff may acquire shares in the Company through monthly savings of up
to £375 over a three and/or five year period. The savings may then be used to purchase shares at the option
price, which is set at the beginning of the invitation period at a discount of up to 20% to the then prevailing
market price of the Company’s shares.
Share plans
Vodafone Group executive plans
Under the Vodafone Global Incentive Plan awards of shares are granted to Directors and certain employees. The
release of these shares is conditional upon continued employment and for some awards achievement of certain
performance targets measured over a three year period.
Movements in outstanding ordinary share options

| Ordinary share options
| 2025 | 2024 | 2023
| Millions | Millions | Millions
1 April | 70 | 62 | 61
Granted during the year | 13 | 63 | 50
Forfeited during the year | (1) | (1) | (2)
Exercised during the year | – | – | (8)
Expired during the year | (17) | (54) | (39)
31 March | 65 | 70 | 62
Weighted average exercise price: |  |  |
1 April | £0.66 | £0.87 | £1.02
Granted during the year | £0.61 | £0.58 | £0.83
Forfeited during the year | £0.63 | £0.81 | £1.02
Exercised during the year | £0.58 | £1.06 | £1.05
Expired during the year | £0.74 | £0.82 | £1.01
31 March | £0.62 | £0.66 | £0.87

Summary of options outstanding

| 31 March 2025 | 31 March 2024
| Outstanding | Weighted | Weighted | Outstanding | Weighted | Weighted
| Millions | price | Months | Millions | price | Months
Vodafone Group Sharesave Plan: |  |  |  |  |  |
£0.58 - £1.57 | 65 | £0.62 | 23 | 70 | £0.66 | 31

Share awards
Movements in non-vested shares are as follows:

| 2025 | 2024 | 2023
|  | Weighted |  | Weighted |  | Weighted
|  | average fair |  | average fair |  | average fair
|  | value at |  | value at |  | value at
| Millions | grant date | Millions | grant date | Millions | grant date
1 April | 317 | £0.92 | 261 | £1.14 | 270 | £1.07
Granted | 187 | £0.70 | 177 | £0.72 | 120 | £1.17
Vested | (85) | £1.09 | (76) | £1.17 | (70) | £1.15
Forfeited | (50) | £0.90 | (45) | £0.99 | (59) | £0.89
31 March | 369 | £0.77 | 317 | £0.92 | 261 | £1.14

Other information
The total fair value of shares vested during the year ended 31 March 2025 was £93 million (2024: £89 million;
2023: £81 million).
The compensation cost included in the consolidated income statement in respect of share options and share
plans was €112 million (2024: €125 million; 2023: €141 million) which is comprised principally of equity-settled
transactions.
The average share price for the year ended 31 March 2025 was 71.3 pence (2024: 74.7 pence; 2023: 108.2
pence).
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
186
27. Acquisitions and disposals
The note below provides details of acquisition and disposal transactions for the current year as well as
those completed in the prior year. For further details see ‘Critical accounting judgements and key
sources of estimation uncertainty’ in note 1 ‘Basis of preparation’ to the consolidated financial
statements.
Accounting policies
Business combinations
Acquisitions of subsidiaries are accounted for using the acquisition method. The cost of the acquisition is measured
at the aggregate of the fair values at the date of exchange of assets given, liabilities incurred or assumed and equity
instruments issued by the Group. Acquisition-related costs are recognised in the consolidated income statement as
incurred. The acquiree’s identifiable assets and liabilities are recognised at their fair values at the acquisition date,
which is the date on which control is transferred to the Group. Goodwill is measured as the excess of the sum of the
consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the
Group’s previously held equity interest in the acquiree, if any, over the net amounts of identifiable assets acquired
and liabilities assumed at the acquisition date. The interest of the non-controlling shareholders in the acquiree may
initially be measured either at fair value or at the non-controlling shareholders’ proportion of the net fair value of the
identifiable assets acquired, liabilities and contingent liabilities assumed. The choice of measurement basis is made
on an acquisition-by-acquisition basis.
Acquisition of interests from non-controlling shareholders
In transactions with non-controlling parties that do not result in a change in control, the difference between the fair
value of the consideration paid or received and the amount by which the non-controlling interest is adjusted, is
recognised in equity.
Disposals
The difference between the carrying value of the net assets disposed of and the fair value of consideration received is
recorded as a gain or loss on disposal. Foreign exchange translation gains or losses relating to subsidiaries, joint
arrangements and associates that the Group has disposed of, and that have previously been recorded in other
comprehensive income or expense, are also recognised as part of the gain or loss on disposal.
Purchase of subsidiaries
The aggregate cash consideration in respect of the purchase of subsidiaries, net of cash acquired, is as follows:

| 2025 | 2024
| €m | €m
Cash consideration (paid) |  |
Other | (9) | –
| (9) | –

Other transactions with non-controlling shareholders in subsidiaries
The aggregate cash consideration in respect of other transactions with non-controlling shareholders in subsidiaries,
net of cash acquired, is as follows:

| 2025 | 2024
| €m | €m
Cash consideration received / (paid) |  |
Other | 8 | (16)
| 8 | (16)

Disposals
The aggregate cash consideration in respect of the disposal of subsidiaries, net of cash disposed, is as follows:

| 2025 | 2024
| €m | €m
Cash consideration received/(paid) |  |
Vodafone Spain | 3,669 | –
Vodafone Italy | 7,707 | –
Vodafone Hungary | – | (4)
Net cash disposed | (155) | (63)
| 11,221 | (67)

Vodafone Spain
On 31 May 2024, the Group announced it had completed the sale of Vodafone Holdings Europe, S.L.U. (‘Vodafone
Spain’) to Zegona Communications plc (‘Zegona’) 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. €400
million of the cash received relates to future services to be provided by the Group to Zegona and has been deferred
on the Group’s statement of financial position. The table below summarises the net assets disposed and the
resulting loss on disposal of €148 million.

| €m
Other intangible assets | (996)
Property, plant and equipment | (5,058)
Other investments | (3)
Inventory | (40)
Trade and other receivables | (1,033)
Cash and cash equivalents | (91)
Current and deferred taxation | 2
Borrowings | 1,205
Trade and other payables | 1,143
Provisions | 181
Net assets disposed | (4,690)
Cash proceeds 1 | 3,669
Non-cash consideration (Zegona shares) 2 | 807
Other effects | 66
Net loss on disposal 3 | (148)

Notes:
1. Excludes €400 million of consideration related to future services to be provided by the Group to Zegona.
2. The non-cash consideration comprises an investment in Zegona shares with a fair value of €807 million at the transaction date.
3. Included in ‘Loss for the financial year - Discontinued operations’ in the consolidated income statement.
27. Acquisitions and disposals (continued)
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
187
Vodafone Italy
On 31 December 2024, the Group announced it had completed the sale of Vodafone Italia S.p.A. (‘Vodafone
Italy’) to
Swisscom AG for €7,885
million in cash (subject to closing accounts adjustments). €178
million of the cash received
relates to future services to be provided by the Group to Swisscom AG and
has been deferred on the Group’s
statement of financial position. The table below summarises the net assets disposed and the resulting loss on
disposal of €1,133
million.

| €m
Goodwill | (2,398)
Other intangible assets | (3,479)
Property, plant and equipment | (5,230)
Inventory | (122)
Trade and other receivables | (1,275)
Cash and cash equivalents | (64)
Current and deferred taxation | (144)
Borrowings | 2,089
Trade and other payables | 1,733
Post employment benefits | 35
Provisions | 181
Net assets disposed | (8,674)
Cash proceeds 1 | 7,707
Other effects | (166)
Net loss on disposal 2 | (1,133)

Notes:
1.
Excludes €178
million of consideration related to future services to be provided by the Group to Swisscom AG.
2.
Included in ‘Loss for the financial year -
Discontinued operations’ in the consolidated income statement.
M-Pesa Holdings
In the comparative period, on 28 September 2023, the Group sold M-Pesa
Holding Company Limited (‘MPHCL’)
which holds funds on trust for M-Pesa
customers, to Safaricom Plc for US$1. Balances included in the Group’s
consolidated statement of financial position
at the date of disposal included cash of €63 million, together with
short-term investments of €1,195 million and €1,156 million due to M-Pesa
customers recorded within Other
investments and Trade and other payables, respectively.
Merger of Vodafone and Three in the UK
On 31 May 2025,
the Group and CK Hutchison Group Telecom Holdings Limited (‘CKHGT’), a wholly owned
subsidiary of CK Hutchison Holdings Limited (‘Hutchison’), transferred their UK telecommunication businesses,
respectively Vodafone Limited (‘Vodafone UK’) and Three
UK Limited (‘Three UK’), into VodafoneThree
Holdings
Limited (‘VTHL’). Following completion, VTHL is a subsidiary of the Group, in which the Group owns 51% of the
issued share capital and CKHGT indirectly owns 49%, and Vodafone UK and Three UK are wholly owned
subsidiaries of VTHL.
Consideration paid by the Group to Hutchison was 49% of Vodafone UK’s equity. No
cash consideration was paid
in connection with the combination or the grant of options (see below). Vodafone UK and Three UK were
contributed with differential debt amounts owing to their respective shareholders at closing to achieve the
required ownership structure. The Group advanced loans of £6,010 million to VTHL of which £1,684 million was
utilised to settle Three UK’s outstanding debt with Hutchison. In addition, Vodafone and Hutchison committed to
an additional £800 million of equity funding in proportion to their shareholdings, which VTHL can draw, if
required.
As part of the transaction, Vodafone and Hutchison agreed a framework to enable Vodafone to acquire
Hutchison’s 49% shareholding in VTHL
through a Vodafone call or a Hutchison put option which may be
exercised at fair market value, subject to customary third party approvals and consents, and settled in cash or
new Vodafone Group Plc shares, at the Group’s option, subject to certain conditions.
The call and put options will
become exercisable after three full financial years following closing providing that the fair market enterprise
value of VTHL reaches a minimum of £16.5 billion until after the seventh financial year following completion,
when this threshold will cease to apply to the exercise of the Hutchison put option.
As the Group has the ability
to settle the put option with Vodafone Group Plc shares, no put option liability will initially be recorded.
While VTHL is a controlled subsidiary of the Group, under certain very limited circumstances, including significant
financial underperformance of VTHL, Hutchison may acquire additional rights that might result in a loss of
control for accounting purposes.
Access to information required to assess the fair value to be assigned to individual assets acquired and liabilities
assumed at the date of acquisition was limited in the period prior to the date of approval of the consolidated
financial statements. Consequently, the fair value of the net assets acquired from Three UK and any resultant
goodwill to be recognised as a result of the combination have not yet been determined.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
188
28. Commitments
A commitment is a contractual obligation to make a payment in the future, mainly in relation to
agreements to buy assets such as mobile devices, network infrastructure and IT systems and leases
that have not commenced. These amounts are not recorded in the consolidated statement of
financial position since we have not yet received the goods or services from the supplier.
Capital commitments
The amounts below are the minimum amounts that we are committed to pay.

| 2025 | 2024
| €m | €m
Contracts placed for future capital expenditure not provided in the financial |  |
statements 1, 2 | 2,264 | 2,442

Notes:
1. Commitment includes contracts placed for property, plant and equipment and intangible assets.
2. Includes €nil (2024: €423 million) in respect of Vodafone Italy and Vodafone Spain, which are reported as discontinued operations. See note
7 ‘Discontinued operations and assets held for sale’ for more information.
Leases entered into by the Group but not commenced at 31 March 2025 are disclosed in note 20 ‘Leases’.
In March 2023, the Group entered into an agreement with Altice Luxembourg S.A. to create a joint venture, OXG
Glasfaser Beteiligungs GmbH (‘OXG’), with 50.0% shareholding held by each shareholder. Each shareholder is
committed to contribute funding of up to €950 million to OXG for the deployment of fibre-to-the-home in
Germany.
During the year ended 31 March 2025, the Group provided €36 million (2024: €32 million) of capital
contributions to OXG. The remaining funding commitment of €882 million is expected to be contributed
between 2025 and 2029. The amount and timing of the funding depends on the speed and size of the fibre
deployment. The contribution can be in the form of free capital reserves, shareholder loan, loan notes or similar
instruments as agreed by the shareholders.
29. Contingent liabilities and legal proceedings
Contingent liabilities are potential future cash outflows, where the likelihood of payment is
considered more than remote, but is not considered probable or cannot be measured reliably.

| 2025 | 2024
| €m | €m
Performance and payment bonds 1 | 1,313 | 1,399

Note:
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.
UK pension schemes
The Group’s main defined benefit plan is the Vodafone UK Group Pension Scheme (‘Vodafone UK plan’) which has
two segregated sections, the Vodafone Section and the CWW Section, as detailed in note 25 ‘Post employment
benefits’.
The Group has covenanted to provide security in favour of both the Vodafone Section and CWW Section when they
are in a deficit position. The deficit is measured on a prescribed basis agreed between the Group and the Trustee,
which differs from the IAS 19 accounting basis or the funding basis per the triennial actuarial valuation reported in
note 25 ‘Post employment benefits’. Consequently, the future level of security may vary in line with movements in
the Vodafone UK plan deficit. The Group provides surety bonds as the security.
As at 31 March 2025, the Vodafone UK plan holds security over €119 million (notional value) for the Vodafone
Section and no security is currently required for the CWW Section. The security may be substituted either on a
voluntary or mandatory basis. The Company has also provided two guarantees to the Vodafone Section of the
Vodafone UK plan for a combined value up to €1.49 billion to provide security over the deficit under certain defined
circumstances, including insolvency of the employers. The Company has also agreed a similar guarantee of up to
€1.49 billion for the CWW Section.
An additional smaller UK defined benefit plan, the THUS Plc Group Scheme, has a guarantee from the Company for
up to €119 million.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
189
29. Contingent liabilities and legal proceedings (continued)
Vodafone Idea
As part of the agreement to merge Vodafone India and Idea Cellular in 2017, the parties agreed a mechanism for
payments between the Group and Vodafone Idea Limited (‘VIL’) pursuant to the difference between the
crystallisation of certain identified contingent liabilities in relation to legal, regulatory, tax and other matters, and
refunds relating to Vodafone India and Idea Cellular (the
‘CLAM indemnity’).
Cash payments or cash receipts relating
to these matters must have been made or received by VIL before any amount becomes due from or owed to the
Group. Any future payments by the Group to VIL as a result of this agreement would only be made after satisfaction
of this and other contractual conditions.
The Group’s maximum potential exposure under this mechanism is capped
at INR 64 billion (€695 million).
The final liability calculation date under the CLAM indemnity has been agreed to be extended to 30 September
2025. No further cash payments are considered probable from the Group as at 31 March 2025.
The carrying value of the Group’s investment in VIL is €nil and the Group is recording no further share of losses in
respect of VIL. The Group’s potential exposure to liabilities within VIL is capped by the mechanism described above;
consequently, contingent liabilities arising from litigation in India concerning the operations of Vodafone India are
not reported.
Indus Towers
Under the terms of the Indus and Bharti Infratel merger in November 2020, a security package was agreed for the
benefit of the newly created merged entity, Indus Towers, which could be invoked in the event that VIL was unable
to make payments to Indus Towers for the use of towers space. The remaining element of the security package at 31
March 2024 was a secondary pledge over the shares owned by Vodafone Group in Indus Towers, ranking behind
Vodafone’s existing lenders for the outstanding bank borrowings of €1.7 billion as at 31 March 2024 secured against
Indian assets (‘the bank borrowings’), with a maximum liability cap of INR 42.5 billion (€472 million).
In the event of
non-payment of relevant liabilities by VIL, Indus Towers had recourse to any secondary pledged shares, after
repayment of the bank borrowings in full, up to the value of the liability cap.
The Group disposed of its investment in Indus Towers in two tranches during June and December 2024 (see note 12
‘Associates and joint arrangements’).
Following the sales the bank borrowings were fully repaid and, in January 2025,
surplus proceeds of INR 19.1 billion (€207 million) were invested in newly issued VIL equity, which VIL immediately
used to partially settle outstanding MSA obligations to Indus Towers resulting in the release of the secondary
pledge.
Legal proceedings
The Group is currently involved in a number of legal proceedings, including inquiries from, or discussions with,
government authorities that are incidental to its operations.
Legal proceedings where the Group considers that the likelihood of material future outflows of cash or other
resources is more than remote are disclosed below. Where the Group assesses that it is probable that the outcome
of legal proceedings will result in a financial outflow, and a reliable estimate can be made of the amount of that
obligation, a provision is recognised for these amounts.
In all cases, determining the probability of successfully defending a claim against the Group involves the application
of judgement as the outcome is inherently uncertain. The determination of the value of any future outflows of cash
or other resources, and the timing of such outflows, involves the use of estimates. The costs incurred in complex
legal proceedings, regardless of outcome, can be significant.
The Group is not involved in any material proceedings in which any of the Group’s Directors, members of senior
management or affiliates are either a party adverse to the Group or have a material interest adverse to the Group.
Tax cases
VISPL tax claims
Vodafone India Services Private Limited (‘VISPL’) has outstanding tax disputes with the Indian tax authorities
predominantly relating to Vodafone’s acquisition of Hutchison Essar (later renamed as Vodafone India Limited)
covering five assessment years between 2008-09 and 2014-15. The total value of the tax authority claims for
those assessment years as at 31 March 2024 was approximately €468 million plus interest, and penalties of up to
300% of the principal.
VISPL is taking part in a tax amnesty scheme to resolve these tax disputes. As part of this scheme, in February
2025, VISPL made a payment of €130 million to the Indian tax authorities
for assessment year 2008-09. For the
other assessment years, once multiple tax credits, offsets and all tax technical issues have been resolved for the
different assessment years, we anticipate VISPL will obtain a net repayment
of €13 million. The amnesty gives
rise to an income statement tax charge of €185 million due to tax deposits previously held as recoverable assets
being written-off.
Netherlands tax case
Vodafone Europe BV (‘VEBV’) received assessments totalling €267 million in tax and interest from the Dutch tax
authorities, who challenged the application of the arm’s length principle in relation to various intra-group
financing
transactions. VEBV appealed against these assessments to the District Court of the Hague where a hearing was held
in March 2023. The District Court issued its judgement in July 2023, upholding VEBV’s appeal in relation to the
majority of issues and requiring the Dutch tax authorities to significantly reduce its assessments. VEBV and the Dutch
tax authorities subsequently appealed the District Court’s judgement before the Court of Appeal of The Hague
where the appeal hearing was held in February 2025. A decision is expected during summer 2025.
The Group continues to believe it has robust defences but
has recorded a provision of €26 million for tax and
accrued interest reflecting the July 2023 judgement and the Group’s current view of the probable financial outflow
required to fully resolve the issue.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
190
29. Contingent liabilities and legal proceedings (continued)
Other cases in the Group
Germany: price increase class action
In November 2023, the Verbraucherzentrale Bundesverband (Federation of German Consumer Organisations)
initiated a class action against Vodafone Germany in the Hamm Higher Regional Court. Vodafone Germany
implemented price increases of €5 per month for fixed lines services in 2023 in response to higher costs. The claim
alleges that terms regarding price increases
in the consumer contracts entered into by Vodafone Germany’s
customers up until August 2023 are invalid under German civil law and seeks reimbursement of the additional
charges plus interest. Customers must enter their details onto the register of collective actions on the Federal Office
of Justice website in order to participate in the claim. The register opened in April 2024 and as at 31 March 2025,
approximately 99,200 customers had registered. Vodafone Germany filed its defence in August 2024 and a hearing
will take place on 3 December 2025.
Whilst the Group intends to defend the claim, it is not able to determine the likelihood or estimate the amount of any
possible financial loss at this stage of the proceedings.
Germany: claims regarding transfer of data to credit agencies
Individual consumers are bringing claims against Vodafone Germany and/or the other national network
operators alleging that information was passed to credit agencies up to February 2024 about contracts for
mobile services without consumer consent. The claims seek damages of up to €5,000 per contract for GDPR
(General Data Protection Regulation) infringement. As at 28 March 2025, Vodafone Germany had been notified
of 534 claims filed in various regional courts. Out of 314 court judgements issued so far, Vodafone Germany has
been successful in all but seven claims in which damages in the range of €100 -
€400 were awarded
to the
consumer. The other national network operators are facing similar claims.
The Group’s position is that the transfer of data about the existence of a consumer contract (and not about
payments in relation to the contract) to credit agencies is standard practice and justified for the purposes of fraud
prevention. However, given the consumer claims, Vodafone Germany has stopped this activity.
Although the total potential number of claims and financial losses is uncertain, the Group believes it has valid
defences and that no present obligation exists based on all available evidence.
Germany: investigation by federal data protection authority
In 2021, the BfDI (Federal Commissioner for Data Protection and Freedom of Information) started investigations
into potential breaches of the GDPR in relation to systems used to manage and protect customer data. Vodafone
Germany has made an immaterial payment to the BfDI in settlement of these investigations.
Germany: investigation by competition authority regarding 1&1
In December 2021 1&1 entered into an agreement with Vantage Towers for the provision of infrastructure for
antenna sites. Vantage Towers sub-contracted certain aspects of the delivery under the agreement to Vodafone
Germany.
In March 2023, Vodafone Germany and Vodafone Group (together ‘Vodafone’) were informed that 1&1 had
submitted a complaint to the Bundeskartellamt (‘BkA’), the competition authority in Germany, alleging
infringements of competition law. Following the start of a formal investigation in June 2023, the BkA issued a
Statement of Objections on 11 April 2025 with its view that the delayed provision by Vodafone and Vantage
Towers of the contractually agreed tower locations acted as an obstacle to 1&1’s market entry
and an abuse of
dominance.
Vodafone’s response to the Statement of Objections is
currently due to be submitted to the BkA on
27 June 2025.
Vodafone is currently unable to estimate any possible loss but, while the outcome is uncertain, the Group
believes it has valid defences and that it is probable no present obligation exists.
Italy: Iliad v Vodafone Italy
In July 2019, Iliad filed a claim for €500 million against Vodafone Italy in the Civil Court of Milan. The claim
alleges anti-competitive behaviour in relation to customer portability and certain advertising campaigns by
Vodafone Italy. The main hearing on the merits of the claim took place on 8 June 2021. On 17 April 2023, the
Civil Court issued a judgement in Vodafone Italy's favour and rejected Iliad's claim for damages in full. Iliad filed
an appeal before the Court of Appeal of Milan in June 2023. The appeal process is ongoing and a hearing will take
place on 25 June 2025 for final arguments.
Following the divestment of Vodafone Italy, this claim is subject to an indemnity provided by the Group to
Swisscom. The Group is currently unable to estimate any possible loss in this claim in the event of an adverse
judgement on appeal but, while the outcome is uncertain, the Group believes that Vodafone Italy has valid
defences and that it is probable that no present obligation exists.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
191
29. Contingent liabilities and legal proceedings (continued)
Greece: Papistas Holdings SA, Mobile Trade Stores (formerly Papistas SA) and Athanasios and Loukia Papistas v
Vodafone Greece
In October 2019, Mr. and Mrs. Papistas, and companies owned or controlled by them, filed several claims against
Vodafone Greece with a total value of approximately €330 million for purported damage caused by the alleged
abuse of dominance and wrongful termination of a franchise arrangement with a Papistas company. Lawsuits
which the Papistas claimants had previously brought against Vodafone Greece, including one also citing
Vodafone Group Plc and certain Directors and officers of Vodafone as defendants, were either withdrawn or left
dormant. Vodafone Greece filed a counter claim and all claims were heard in February 2020. All of the Papistas
claims were rejected by the Athens Court of First Instance because the stamp duty payments required to have
the merits of
the case considered had not been made.
Vodafone Greece’s counter claim was also rejected. The
Papistas claimants and Vodafone Greece each filed appeals. Following hearings in February and May 2023, the
Court of Appeal dismissed both of the appeals, in the case of the Papistas claimants because the stamp duty
payments had again not been made. Whether the Papistas claimants will appeal the judgement is unknown as at
the date of this report. There was a further hearing in February 2025 about one aspect of the appeal proceedings
and the decision of the Court of Appeal is awaited.
Vodafone is continuing vigorously to defend the claims and based on the progress of the litigation so far the
Group believes that it is highly unlikely that there will be an adverse ruling for the Group. On this basis, the Group
does not expect the outcome of these claims to have a material financial impact.
UK: Phones 4U in Administration v Vodafone Limited, Vodafone Group Plc and Others
In December 2018, the administrators of former UK indirect seller, Phones 4U, sued the three main UK mobile
network operators (‘MNOs’), including Vodafone, and their parent companies in the English High Court. The
administrators alleged collusion between the MNOs to withdraw their business from Phones 4U thereby causing
its collapse. The judge ordered that there should be a split trial between liability and damages. The first trial on
liability took place from May to July 2022. On 10 November 2023, the High Court issued a judgement in
Vodafone’s favour and rejected Phones 4U’s allegations that the defendants were in breach of competition law,
consistent with Vodafone’s previously stated position that a present obligation does not exist. Phones 4U was
granted permission to appeal the judgement from the Court of Appeal. The appeal hearing took place before the
Court of Appeal from 19 - 23 May 2025. We are waiting to receive the judgement.
The Group is vigorously defending the appeal and is not able to estimate any possible loss in the event of an
adverse judgement on appeal.
South Africa: Kenneth Makate v Vodacom (Pty) Limited
Mr Kenneth Makate,
a former employee of Vodacom Pty Limited (‘Vodacom South Africa’), started legal
proceedings in 2008 claiming compensation for a business idea that led to the development of a service known
as ‘Please Call Me’ (‘PCM’). In July 2014, the Gauteng High Court (‘the High Court’) ruled that Mr Makate had
proven the existence of a contract, but that Vodacom South Africa was not bound by that contract because the
responsible director did not have authority to enter into such an agreement on Vodacom South Africa’s
behalf.
The High Court and Supreme Court of Appeal (‘the SCA’) turned down Mr Makate’s application for leave to appeal
in December 2014 and March 2015, respectively.
In April 2016, the Constitutional Court of South Africa (‘the Constitutional Court’) granted leave to appeal and
upheld Mr Makate’s appeal. It found that Vodacom South Africa is bound by an agreement and ordered the
parties to negotiate, in good faith, and agree a reasonable compensation amount payable to Mr Makate or, in the
event of a deadlock, for the matter to be referred to Vodacom Group’s Chief Executive Officer (‘the CEO’) for
determination. Mr Makate’s application for the aforementioned order to be varied
from the determination of an
amount to a compensation model based on a share of revenue was dismissed by the Constitutional Court. In
accordance with the Constitutional Court order, and after negotiations failed, the CEO issued his determination
on 9
January 2019. However, the CEO’s award of R47million (€2 million) was rejected by Mr Makate, who
subsequently brought an application in the High Court for the review of the CEO’s determination and award.
The High Court, in a judgement delivered on 8 February 2022, set aside the CEO’s determination and ordered
him to reassess the amount employing a set of criteria which would have resulted in the payment of a higher
compensation amount, for the benefit of Mr Makate, than that determined by the CEO. Vodacom South Africa
appealed against the judgement and the order of the High Court to the SCA. The SCA heard the appeal on 9 May
2023 and its judgement was handed down on 6 February 2024. A majority of three judges, with a minority of two
judges dissenting, dismissed the appeal and ruled that Mr Makate is entitled to be paid 5% - 7.5% of the total
revenue of the PCM product from March 2001 to the date of the judgement, plus interest.
On 27 February 2024, Vodacom South Africa applied for leave to appeal the judgement and order of the SCA to
the Constitutional Court, resulting in the suspension of the operation of the judgement and order of the SCA. On
26 August 2024, the Constitutional Court
issued a directive that it would hear Vodacom South Africa’s
application for leave to appeal in tandem with its appeal against the SCA judgement and order. The matter was
heard on 21 November 2024 and Vodacom South Africa awaits a decision from the Constitutional Court.
Vodacom South Africa is challenging the SCA’s judgement and order on various grounds including, but not
limited to, the SCA ignoring the evidence placed before it on the computation of the quantum of compensation
payable to Mr Makate, as well as the SCA issuing orders that are incapable of implementation and enforcement.
The CEO’s determination in 2019 amounted to R47 million (€2 million). The minority judgement of the SCA
raised Mr Makate’s compensation to an amount payable of R186 million (€10
million). The value of the
compensation amount for Mr Makate, as per the SCA’s majority judgement and order, would at a minimum be
R29 billion (€1.5
billion). Mr Makate, in his recent submissions to the Constitutional Court, has stated that his
request is for compensation
in the capital amount of R9.4 billion (€473
million), plus interest from 18 January
2019. Consequently, the range of the possible compensation outcomes in this matter is very wide.
The amount ultimately payable to Mr Makate is uncertain and will depend on the success of Vodacom South
Africa’s appeal to the Constitutional Court against the judgement and order of the SCA, on the merits of the case.
The Group is continuing to challenge the level of compensation payable to Mr Makate and a provision immaterial
to the financial statements has been recorded.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
192
29. Contingent liabilities and legal proceedings (continued)
UK: Mr Justin Gutmann v Vodafone Limited and Vodafone Group Plc
In November 2023, Mr Gutmann issued claims in the Competition Appeal Tribunal (‘CAT’) seeking permission, as
a proposed class representative, to bring collective proceedings on an opt-out basis against the four UK mobile
network operators (‘MNOs’) and, in the case of Vodafone Limited and EE Limited, their respective parent
companies. Vodafone Group Plc and Vodafone Limited are named defendants to one of the claims with an
alleged value of £1.4 billion (approximately €1.7 billion), including interest. It is alleged that Vodafone and the
other MNOs used their alleged market dominance to overcharge customers after the expiry of the minimum
terms of certain mobile contracts (referred to as a ‘loyalty penalty’). A hearing took place before the CAT from 31
March to 2 April 2025 to determine Mr Gutmann’s application for certification of the class and Vodafone’s
application for strike out of certain parts of the claim based on limitation. The decision is expected later this year.
Taking into account all available evidence at this stage, the Group’s assessment is that the allegations are
without merit and it intends to defend the claim. The Group is currently unable to estimate any possible loss in
regards to this issue but, while the outcome is uncertain, the Group believes it is probable that no present
obligation exists.
30. Related party transactions
The Group has a number of related parties including joint arrangements and associates, pension
schemes and Directors and Executive Committee members (see note 12 ‘Associates and joint
arrangements’, note 25 ‘Post employment benefits’ and note 23 ‘Directors and key management
compensation’).
Transactions with joint arrangements and associates
Related party transactions with the Group’s joint arrangements and associates primarily comprise fees for the use of
products and services including network airtime and access charges, fees for the provision of network infrastructure
and cash pooling arrangements. No related party transactions have been entered into during the year which might
reasonably affect any decisions made by the users of these consolidated financial statements except as disclosed
below.

| 2025 | 2024 | 2023
| €m | €m | €m
Sales of goods and services to associates | 13 | 25 | 20
Purchase of goods and services from associates | 6 | 6 | 8
Sales of goods and services to joint arrangements | 280 | 267 | 220
Purchase of goods and services from joint arrangements | 761 | 932 | 263
Interest income receivable from joint arrangements 1 | 66 | 52 | 52
Interest expense payable to joint arrangements 1 | 243 | 239 | 33
Trade balances owed: |  |  |
by associates | 3 | 19 |
to associates | 1 | 1 |
by joint arrangements | 210 | 190 |
to joint arrangements | 331 | 379 |
Other balances owed by joint arrangements 1 | 1,265 | 1,105 |
Other balances owed to joint arrangements 2 | 3,941 | 4,940 |

Notes:
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.
Details of the Group’s commitment to enter into future lease contracts with Oak Holdings 1 GmbH are disclosed in
Note 20 ‘Leases’.
Dividends received from associates and joint ventures are disclosed in the consolidated statement of cash flows.
Transactions with Directors other than compensation
During the three years ended 31 March 2025 and as of 3 June 2025, no Director nor any other executive officer, nor
any associate of any Director or any other executive officer, was indebted to the Group. During the three years ended
31 March 2025 and as of 3 June 2025, the Group has not been a party to any other material transaction, or proposed
transactions, in which any member of the key management personnel (including Directors, any other executive
officer, senior manager, any spouse or relative of any of the foregoing or any relative of such spouse) had or was to
have a direct or indirect material interest.
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
193
31. Related undertakings
A full list of all of our subsidiaries, joint arrangements and associated undertakings is
detailed below.
A full list of subsidiaries, joint arrangements and associated undertakings (as defined in the Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations 2008) as at 31 March 2025 is detailed below.
No subsidiaries are excluded from the Group consolidation. Unless otherwise stated the Company’s subsidiaries
all have share capital consisting solely of ordinary shares and are indirectly held. The percentage held by Group
companies reflect both the proportion of nominal capital and voting rights unless otherwise stated.
Summarised financial information is provided in respect of the Group’s most significant associates and joint
arrangements in note 12 ‘Associates and joint arrangements’.
Subsidiaries
A subsidiary is an entity directly or indirectly controlled by the Company. Control is achieved where the Company
has existing rights that give it the current ability to direct the activities that affect the Company’s returns and
exposure or rights to variable returns from the entity. The results of subsidiaries acquired or disposed of during
the year are included in the consolidated income statement from the effective date of acquisition or up to the
effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions,
balances, income and expenses are eliminated on consolidation. Non-controlling interests in the net assets of
consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests
consist of the amount of those interests at the date of the original business combination and the non-controlling
shareholder’s share of changes in equity since the date of the combination. Total comprehensive income is
attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

|  | % of share class held |
| Company name | by Group companies | Share class
| Albania |  |
| Autostrada Tirane-Durres, Rruga: “Pavaresia”, Nr 61, Kashar, Tirana, Albania |  |
| Vodafone Albania Sh.A | 100.00 | Ordinary shares
| Rruga “Ibrahim Rugova”, Sky Tower, Kati I 5, Hyrja , Tiranë 1000, Albania |  |
| _VOIS Albania Shpk. | 85.71 | Ordinary shares
| Australia |  |
| Mills Oakley, Level 7, 151 Clarence Street, Sydney NSW 2000, Australia |  |
| Vodafone Enterprise Australia Pty Limited | 100.00 | Ordinary shares
| Austria |  |
| Eversheds Sutherland Rechtsanwälte GmbH, Kärntner Ring 12, 3. Stock, 1010, |  |
| Wien, Austria |  |
| Vodafone Enterprise Austria GmbH | 100.00 | Quotas shares
| Bahrain |  |
| RSM Bahrain, 3 rd floor Falcon Tower, Diplomatic Area, Manama, PO BOX 11816, |  |
| Bahrain |  |

| % of share class held |
Company name | by Group companies | Share class
Vodafone Enterprise Bahrain W.L.L. | 100.00 | Ordinary shares
Belgium |  |
Malta House, rue Archimède 25, 1000 Bruxelles, Belgium |  |
Vodafone Belgium SA/NV | 100.00 | Ordinary shares
Brazil |  |
Av. Paulista 37 – 4° andar, Sala 427, Bela Vista, CEP, 01311-902, São Paulo, Brazil |  |
Vodafone Empresa Brasil Telecomunicações Ltda | 100.00 | Ordinary shares
Rua Boa Vista, No. 254, room 1304 (parte), Centro, São Paulo, 01014907, Brazil |  |
Vodafone Serviços Empresariais Brasil Ltda | 100.00 | Ordinary shares
Bulgaria |  |
10 Tsar Osvoboditel Blvd., 3 rd Floor, Spredets Region, Sofia, 1000, Bulgaria |  |
Vodafone Enterprise Bulgaria EOOD | 100.00 | Ordinary shares
Canada |  |
c/o ARC Information Services Inc., 3-84 Castlebury Crescent, Toronto ON M2H |  |
1W8, Canada |  |
Vodafone Canada Inc. | 100.00 | Common shares
Cayman Islands |  |
One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands |  |
CGP Investments (Holdings) Limited | 100.00 | 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 | 100.00 | Branch
Room 1603, 16 th Floor, 1200 Pudong Avenue, Free Trade Zone, Shanghai, China |  |
Vodafone Enterprise Communications Technical Service (Shanghai) Co., Ltd. | 100.00 | 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 | 100.00 | 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 | 33.20 | Ordinary shares
540 avenue de la justice, second floor, Gombe, Kinshasa, The Democratic Republic |  |
of the Congo |  |
Vodacash S.A 5 | 33.20 | Ordinary shares

Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
194
31. Related undertakings (continued)

| % of share class held |
Company name | by Group companies | Share class
Cyprus |  |
Ali Riza Caddesi No: 33/A Ortaköy, Lefkoşa, Cyprus |  |
Vodafone Evde Operations Ltd | 100.00 | Ordinary shares
Vodafone Mobile Operations Limited | 100.00 | Ordinary shares
Czech Republic |  |
Námĕstí Junkových 2, Prague 5, 15500, Czech Republic |  |
Nadace Vodafone Česká Republika | 100.00 | Trustee
Oskar Mobil s.r.o. | 100.00 | Ordinary shares
Vodafone Czech Republic A.S. | 100.00 | Ordinary shares
Vodafone Enterprise Europe (UK) Limited - Czech Branch 2 | 100.00 | Branch
Praha 4, Závišova 502/5, 14000, Nusle, Czech Republic |  |
Závišova Real Estate, s.r.o. | 100.00 | Ordinary shares
Denmark |  |
c/o Lundgrens Advokatpartnerselskab, Tuborg Boulevard 12, 2900, Hellerup, Denmark |  |
Vodafone Enterprise Denmark A/S | 100.00 | Ordinary shares
Egypt |  |
37 Kasr El Nil St, 4 th Floor, Cairo, Egypt |  |
Starnet 5 | 35.81 | Ordinary shares
54 El Batal Ahmed Abed El Aziz, Mohandseen, Giza, Egypt |  |
Sarmady Communications 5 | 35.82 | Ordinary shares
Building no. 2109 “VHUB1”, Smart Village, Cairo Alexandria, Egypt |  |
Vodafone International Services LLC 5 | 85.71 | Ordinary shares
Site No 15/3C, Central Axis, 6 th October City, Egypt |  |
Vodafone Egypt Telecommunications S.A.E. 5 | 35.82 | Ordinary shares
Smart Village C3 Vodafone Building, Egypt |  |
Vodafone Data 5 | 35.81 | Ordinary shares
Vodafone Building Zahraa EL Maadi, Building A, Service Area D, Maadi, Cairo, Egypt |  |
Vodafone For Trading 5 | 35.78 | Ordinary shares
Finland |  |
c/o Eversheds Asianajotoimisto Oy, Fabianinkatu 29B, Helsinki, 00100, Finland |  |
Vodafone Enterprise Finland Oy | 100.00 | Ordinary shares
France |  |
1300 route de Cretes, Le WTC, Bat I1, 06560, Valboone Soph, France |  |
Vodafone Automotive Telematics Development S.A.S | 100.00 | Ordinary shares
La Défense Cours Valmy , 1-7 Le Belvédère , 92800, Puteaux, France |  |
Vodafone Automotive France S.A.S | 100.00 | Ordinary shares
Le Belvédère, 1-7 cours Valmy, 92800, Puteaux, France |  |

| % of share class held |
Company name | by Group companies | Share class
Vodafone Enterprise France SAS | 100.00 | New euro shares
Rue Champollion, 22300, Lannion, France |  |
Apollo Submarine Cable System Ltd - French Branch 2 | 100.00 | Branch
Germany |  |
Altes Forsthaus 2, 67661, Kaiserslautern, Germany |  |
TKS Telepost Kabel-Service Kaiserslautern GmbH 3 | 100.00 | Ordinary shares
BetastraBe 6-8, 85774 Unterföhring, Germany |  |
Vodafone Deutschland GmbH | 100.00 | Ordinary shares
Buschurweg 4, 76870 Kandel, Germany |  |
Vodafone Automotive Deutschland GmbH | 100.00 | Ordinary shares
Ferdinand-Braun-Platz 1, 40549, Düsseldorf, Germany |  |
Vodafone Enterprise Germany GmbH | 100.00 | Ordinary A shares,
|  | Ordinary B shares
Vodafone GmbH | 100.00 | Ordinary A shares,
|  | Ordinary B shares
Vodafone Group Services GmbH | 85.71 | Ordinary shares
Vodafone IoT Germany GmbH | 100.00 | Ordinary shares
Vodafone Stiftung Deutschland Gemeinnützige GmbH | 100.00 | Ordinary shares
Vodafone West GmbH | 100.00 | Ordinary shares
Friedrich-Wilhelm-Strasse 2, 38100, Braunschweig, Germany |  |
KABELCOM Braunschweig Gesellschaft Für Breitbandkabel-Kommunikation Mit | 100.00 | Ordinary shares
Beschränkter Haftung 3 |  |
KABELCOM Wolfsburg Gesellschaft für Breitbandkabel-Kommunikation mit | 100.00 | Ordinary shares
beschränkter Haftung 3 |  |
Holzmarkt 1, 50676, Köln, North Rhine-Westphalia, Germany |  |
Grandcentrix GmbH | 100.00 | Ordinary shares
Nobelstrasse 55, 18059, Rostock, Germany |  |
Urbana Teleunion Rostock GmbH & Co. KG 3 | 70.00 | Ordinary shares
Greece |  |
12,5 km National Road Athens-Lamia, Metamorfosi, Athens, 14452, Greece |  |
Vodafone Innovus S.A. | 99.87 | Ordinary shares
1-3 Tzavella str, 152 31 Halandri, Athens, Greece |  |
Fiber2All S.A. | 99.87 | Ordinary shares
Fiber2All Holdings S.A. | 99.87 | Ordinary shares
Vodafone-Panafon Hellenic Telecommunications Company S.A. | 99.87 | Ordinary shares
Pireos 163 & Ehelidon, Athens, 11854, Greece |  |
360 Connect S.A. | 99.87 | Ordinary shares

| % of share class held |
Company name | by Group companies | Share class
Guernsey |  |
Plaza House, Third Floor, Elizabeth Avenue, St. Peter Port, GY1 2HU, Guernsey |  |
Silver Stream Investments Limited | 100.00 | Ordinary shares
Roseneath, The Grange, St. Peter Port, GY1 2QJ, Guernsey |  |
VBA Holdings Limited 5 | 65.10 | Ordinary shares,
|  | Non-voting
|  | irredeemable non-
|  | cumulative preference
|  | shares
VBA International Limited 5 | 65.10 | 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 | 100.00 | Ordinary shares
Hungary |  |
40-44 Hungaria Krt., Budapest, H-1087, Hungary |  |
VSSB Vodafone Szolgáltató Központ Budapest Zártkörűen Működő | 85.71 | Registered ordinary
Részvénytársaság |  | 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 | 100.00 | Equity shares
Cable and Wireless (India) Limited - Branch 2 | 100.00 | Branch
Cable and Wireless Global (India) Private Limited | 100.00 | Equity shares
201-206, Shiv Smriti Chambers, 49/A, Dr. Annie Besant Road, Mumbai, |  |
Maharashtra, Worli, 400018, India |  |
Omega Telecom Holdings Private Limited | 100.00 | Equity shares
Vodafone India Services Private Limited | 100.00 | Equity shares
Flat No. 1, 1st Floor, 3A, New Bowbazar Lane, Bowbazar, Kolkata, West Bengal, |  |
700012, India |  |
Usha Martin Telematics Limited | 100.00 | Equity shares
Table Space, 5th Floor, Tower B, Panchshil Business Park, Viman Nagar, Pune, |  |
Maharashtra, 411014, India |  |
Vodafone Global Services Private Limited | 100.00 | Equity shares
Ireland |  |
3rd Floor, Waterloo Exchange, Waterloo Road, Dublin 4, D04 E5W7, Ireland |  |
Vodafone International Financing Designated Activity Company | 100.00 | Ordinary shares
38/39 Fitzwilliam Square West, Dublin 2, DO2 NX53, Ireland |  |

| % of share class held |
Company name | by Group companies | Share class
Vodafone Enterprise Global Limited | 100.00 | Ordinary shares
Vodafone Global Network Limited | 100.00 | Ordinary shares
Mountainview, Leopardstown, Dublin 18, Ireland |  |
Vodafone Group Services Ireland Limited | 85.71 | Ordinary shares
Vodafone Ireland Limited | 100.00 | Ordinary shares
Vodafone Ireland Retail Limited | 100.00 | Ordinary shares
Italy |  |
Via Astico 41, 21100 Varese, Italy |  |
Vodafone Automotive Electronic Systems S.r.L | 100.00 | Ordinary shares
Vodafone Automotive S.p.A | 100.00 | Ordinary shares
Vodafone Automotive Telematics S.r.L | 100.00 | Ordinary shares
Via Bisceglie 73, 20152, Milan, Italy |  |
Vodafone Enterprise Italy S.r.L | 100.00 | Euro shares
Vodafone Servizi E Tecnologie S.R.L. | 100.00 | Equity shares
Via Gabriele D'Annunzio, 4, 21010 Vizzola Ticino, VA, Italy |  |
Vodafone Automotive Italia S.p.A | 100.00 | Ordinary shares
Via Lorenteggio 240, Milan, Italy |  |
Vodafone IoT Italy, S.R.L. | 100.00 | Quotas shares
Japan |  |
KAKiYA building, 9F, 2-7-17 Shin-Yokohama, Kohoku-ku, Yokoha-City, Kanagawa, |  |
222-0033, Japan |  |
Vodafone Automotive Japan KK | 100.00 | 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 | 100.00 | Branch
Vodafone Global Enterprise (Japan) K.K. | 100.00 | Ordinary shares
Jersey |  |
44 Esplanade, St Helier, JE4 9WG, Jersey |  |
Vodafone International 2 Limited | 100.00 | Ordinary shares
Kenya |  |
6th Floor, ABC Towers, ABC Place, Waiyaki Way, Nairobi, 00100, Kenya |  |
Vodafone Kenya Limited 5 | 69.46 | Ordinary voting shares
The Riverfront, 4th floor, Prof. David Wasawo Drive, Off Riverside Drive, Nairobi, |  |
Kenya |  |
Vodacom Business (Kenya) Limited 5 | 52.08 | Ordinary shares
Korea, Republic of |  |
ASEM Tower level 37, 517 Yeongdong-daero, Gangnam-gu, Seoul, 135-798, Korea, |  |
Republic of |  |
Vodafone Enterprise Korea Limited | 100.00 | Ordinary shares

Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
195
31. Related undertakings (continued)
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
196
31. Related undertakings (continued)

| % of share class held |
Company name | by Group companies | Share class
Lesotho |  |
585 Mabile Road, Vodacom Park, Maseru, Lesotho |  |
VCL Financial Services (PTY) Ltd 5 | 52.08 | Ordinary shares
Vodacom Lesotho (Pty) Limited 5 | 52.08 | Ordinary shares
Luxembourg |  |
15 rue Edward Steichen, Luxembourg, 2540, Luxembourg |  |
Tomorrow Street GP S.à r.l. | 100.00 | Ordinary shares
|  | Ordinary euro
Vodafone Enterprise Luxembourg S.A. | 100.00 | shares
Vodafone Global Connect S.à r.l. | 100.00 | Ordinary shares
Vodafone International 1 S.à r.l. | 100.00 | Ordinary shares
Vodafone International M S.à r.l. | 100.00 | Ordinary shares
Vodafone Investments Luxembourg S.à r.l. | 100.00 | Ordinary shares
Vodafone Luxembourg S.à r.l. | 100.00 | Ordinary shares
Vodafone Procurement Company S.à r.l. | 100.00 | Ordinary shares
Vodafone Roaming Services S.à r.l. | 100.00 | 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 | 100.00 | Ordinary shares
Malta |  |
Portomaso Business Tower, Level 15B, St Julians, STJ 4011, Malta |  |
Vodafone Holdings Limited | 100.00 | ‘A’ Ordinary shares,
|  | ‘B’ Ordinary shares
Vodafone Insurance Limited | 100.00 | ‘A’ Ordinary shares,
|  | ‘B’ Ordinary shares
Mauritius |  |
10th Floor, Standard Chartered Towers, 19 Cybercity, Ebene, Mauritius |  |
Mobile Wallet VM1 5 | 65.10 | Ordinary shares
Mobile Wallet VM2 5 | 65.10 | Ordinary shares
VBA (Mauritius) Limited 5 | 65.10 | Ordinary shares,
|  | Redeemable
|  | preference shares
Vodacom International Limited 5 | 65.10 | Ordinary shares,
|  | Non Cumulative
|  | preference shares
Fifth Floor, Ebene Esplanade, 24 Bank Street, Cybercity, Ebene, Mauritius |  |
Al-Amin Investments Limited | 100.00 | Ordinary shares
Array Holdings Limited | 100.00 | Ordinary shares
Asian Telecommunication Investments (Mauritius) Limited | 100.00 | Ordinary shares
CCII (Mauritius), Inc. | 100.00 | Ordinary shares

| % of share class held |
Company name | by Group companies | Share class
CGP India Investments Ltd. | 100.00 | Ordinary shares
Euro Pacific Securities Ltd. | 100.00 | Ordinary shares
Mobilvest | 100.00 | Ordinary shares
Prime Metals Ltd. | 100.00 | Ordinary shares
Trans Crystal Ltd. | 100.00 | Ordinary shares
Vodafone Mauritius Ltd. | 100.00 | Ordinary shares
Vodafone Telecommunications (India) Limited | 100.00 | Ordinary shares
Vodafone Tele-Services (India) Holdings Limited | 100.00 | 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. | 100.00 | Corporate
|  | certificate series A
|  | shares,
|  | Corporate
|  | certificate series B
|  | shares
Mozambique |  |
Rua dos Desportistas, Numero 649, Cidade de Maputo, Mozambique |  |
Vodacom Moçambique, SA 5 | 55.33 | Ordinary shares
Vodacom M-Pesa, SA 5 | 55.33 | Ordinary shares
Netherlands |  |
Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, Netherlands |  |
Vodafone Enterprise Netherlands B.V. | 100.00 | Ordinary shares
Vodafone Europe B.V. | 100.00 | Ordinary shares
Vodafone International Holdings B.V. | 100.00 | Ordinary shares
Zuid - hollanden 7, Rode Olifant, Spaces, 2596AL, den Haag, Netherlands |  |
IOT.NXT B.V. 5 | 42.32 | Ordinary shares
IoT.nxt EMENA B.V 5 | 42.32 | Ordinary shares
IoT.nxt Europe BV 5 | 42.32 | Ordinary shares
New Zealand |  |
74 Taharoto Road, Takapuna, Auckland, 0622, New Zealand |  |
Vodafone Enterprise Hong Kong Limited - New Zealand Branch 2 | 100.00 | Branch
Norway |  |
c/o EconPartner AS, Dronning Mauds gate 15, Oslo, 0250, Norway |  |
Vodafone Enterprise Norway AS | 100.00 | Ordinary shares
Oman |  |
Knowledge Oasis Muscat, Al-seeb, Muscat, Governorate P.O Box 104 135, Oman |  |
Vodafone Services LLC | 100.00 | Shares

Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
197
31. Related undertakings (continued)

| % of share class held |
Company name | by Group companies | Share class
Poland |  |
ul. Towarowa 28, 00-839, Warsaw, Poland |  |
Vodafone Business Poland sp. z o.o. | 100.00 | Ordinary shares
Portugal |  |
Av. D. João II, nº 36 - 8º Piso, 1998 - 017, Parque das Nações, Lisboa, Portugal |  |
Oni Way - Infocomunicacoes, S.A | 100.00 | Ordinary shares
Vodafone Enterprise Spain, S.L.U. – Portugal Branch 2 | 100.00 | Branch
Vodafone IoT Portugal, Unipessoal Lda. | 100.00 | Quotas shares
Vodafone Portugal - Comunicacoes Pessoais, S.A. | 100.00 | Ordinary shares
Vodafone Solutions, Unipessoal LDA | 100.00 | Quota shares
Romania |  |
1 A Constantin Ghercu Street, 10th Floor, 6th District, Bucharest, Romania |  |
UPC Services S.R.L. (in liquidation) | 100.00 | Ordinary shares
13 Duca Voda Street, Ploiesti, Prahova County, Romania |  |
Isys Professional SRL | 100.00 | Ordinary shares
18 Diligenței Steet, 1st floor, Building C1, Ploiesti, Prahova County, Romania |  |
Evotracking SRL | 100.00 | Ordinary shares
201 Barbu Vacarescu Street, 5th floor, 2nd District, Bucharest, Romania |  |
Vodafone External Services SRL | 100.00 | Ordinary shares
201 Barbu Vacarescu Street, Mezzanine, District 2, Bucharest, Romania |  |
Vodafone Foundation | 100.00 | Sole member
201 Barbu Vacarescu, 4th floor, 2nd District, Bucharest, Romania |  |
Vodafone Romania S.A | 100.00 | Ordinary shares
62 D Nordului Street, District 1, Bucharest, Romania |  |
UPC Foundation | 100.00 | Sole member
Oltenitei Street no. 2, City Offices Building, 3rd Floor, Bucharest 4th District, Romania |  |
Vodafone România Technologies SRL | 85.71 | Ordinary shares
Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 1, Bucharest, Romania |  |
Vodafone România M - Payments SRL | 100.00 | Ordinary shares
Russian Federation |  |
Build. 2, 14/10, Chayanova str., 125047, Moscow, Russian Federation |  |
Cable & Wireless CIS Svyaz LLC | 100.00 | Charter capital shares
Serbia |  |
Vladimira Popovića 38-40, New Belgrade, 11070, Serbia |  |
Vodafone Enterprise Equipment Limited Ogranak u Beogradu - Serbia Branch 2 | 100.00 | Branch
Singapore |  |
Asia Square Tower 2, 12 Marina View, #17-01, 018961, Singapore |  |
Vodafone Enterprise Singapore Pte.Ltd | 100.00 | Ordinary shares
Slovakia |  |
Karadžičova 2, mestská časť Staré mesto, Bratislava, 811 09, Slovakia |  |

| % of share class held |
Company name | by Group companies | Share class
Vodafone Global Network Limited - organizačná zložka (Slovakia Branch) 2 | 100.00 | Branch
Prievozská 6, Bratislava, 821 09, Slovakia |  |
Vodafone Czech Republic A.S. - Slovakia Branch 2 | 100.00 | Branch
South Africa |  |
9 Kinross Street, Germiston South, 1401, South Africa |  |
Vodafone Holdings (SA) Proprietary Limited | 100.00 | Ordinary shares
Vodafone Investments (SA) Proprietary Limited | 100.00 | 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 | 42.32 | Ordinary shares
IoT.nxt (Pty) Limited 5 | 42.32 | Ordinary shares
IoT.nxt Development (Pty) Limited 5 | 42.32 | Ordinary shares
Knightsbridge Office Park, 33 Sloane Street, Bryanston, Sandton, Gauteng, 2191, |  |
South Africa |  |
MAST Services Proprietary Limited 5 | 65.10 | Ordinary shares
Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa |  |
Infinity Services Partner Company 5 | 65.10 | Ordinary shares
Jupicol (Proprietary) Limited 5 | 45.57 | Ordinary shares
Mezzanine Ware Proprietary Limited 5 | 58.59 | Ordinary shares
Motifprops 1 (Proprietary) Limited 5 | 65.10 | Ordinary shares
Nexio (Proprietary) Limited 5 | 33.20 | Ordinary shares
Sphinx Investment Holding Company (RF) (Proprietary) Limited 5 | 65.10 | Ordinary shares
Vodacom (Pty) Limited 5 | 65.10 | Ordinary shares,
|  | Ordinary A shares
Vodacom Business Africa Group (Pty) Limited 5 | 65.10 | Ordinary shares
Vodacom Business Africa SA (Pty) Limited 5 | 65.10 | Ordinary shares
Vodacom Financial Services (Proprietary) Limited 5 | 65.10 | Ordinary shares
Vodacom Group Limited | 65.10 | Ordinary shares
Vodacom Insurance Administration Company (Proprietary) Limited 5 | 65.10 | Ordinary shares
Vodacom Insurance Company (RF) Limited 5 | 65.10 | Ordinary shares
Vodacom International Holdings (Pty) Limited 5 | 65.10 | Ordinary shares
Vodacom Life Assurance Company (RF) Limited 5 | 65.10 | Ordinary shares
Vodacom Payment Services (Proprietary) Limited 5 | 65.10 | Ordinary shares
Vodacom Properties No 1 (Proprietary) Limited 5 | 65.10 | Ordinary shares
Vodacom Properties No.2 (Pty) Limited 5 | 65.10 | Ordinary shares
Wheatfields Investments 276 (Proprietary) Limited 5 | 65.10 | Ordinary shares
XLink Communications (Proprietary) Limited 5 | 65.10 | Ordinary A shares

| % of share class held |
Company name | by Group companies | Share class
Spain |  |
Antracita, 7 - 28045, Madrid, Spain |  |
Vodafone Automotive Iberia S.L. | 100.00 | Ordinary shares
Avenida de América 115, 28042, Madrid, Spain |  |
Vodafone Enterprise Spain SLU | 100.00 | Ordinary euro
|  | shares
Torre Norte Adif, Explanada de la Estación no 7, 29002, Málaga, Spain |  |
Vodafone Intelligent Solutions España, S.L.U. | 100.00 | Ordinary shares
Vodafone IoT Spain, S.L. | 100.00 | Ordinary shares
Sweden |  |
C/o Aspia AB, Kopparbergsvägen 11a, 722 13, Västerås, Sweden |  |
Vodafone Enterprise Sweden AB | 100.00 | Ordinary shares,
|  | Shareholder’s
|  | contribution shares
Switzerland |  |
C/o BDO AG, Schiffbaustrasse 2, 8005, Zurich, Switzerland |  |
Vodafone Enterprise Switzerland AG | 100.00 | Ordinary shares
Taiwan |  |
22F., No.100, Songren Road., Xinyi District, Taipei City, 11070, Taiwan |  |
Vodafone Global Enterprise Taiwan Limited | 100.00 | Ordinary shares
Tanzania, United Republic of |  |
15 Floor, Vodacom Tower, Ursino Estate, Plot No. 23, Bagamoyo Road, Dar es Sala am, |  |
United Republic of Tanzania |  |
M-Pesa Limited 5 | 48.82 | Ordinary A shares,
|  | Ordinary B shares
Shared Networks Tanzania Limited 5 | 48.82 | Ordinary shares
Smile Communications Tanzania Limited 5 | 48.82 | Ordinary shares
Vodacom Tanzania Public Limited Company 5 | 48.82 | Ordinary shares
3rd Floor, Maktaba (Library), ComplexBibi, Titi Mohaned Road, Dar es Salaam, Unit ed |  |
Republic of Tanzania |  |
Gateway Communications Tanzania Limited 5 | 64.45 | 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. | 100.00 | Ordinary shares
Türkiye |  |
Büyükdere Caddesi, No: 251, Maslak, Şişli / İstanbul, 34398, T ürkiye |  |
Vodafone Bilgi Ve Iletisim Hizmetleri AS | 100.00 | Registered shares
Vodafone Dagitim, Servis ve Icerik Hizmetleri A.S. | 100.00 | Ordinary shares
Vodafone Holding A.S. | 100.00 | Registered shares
Vodafone Kule ve Altyapi Hizmetleri A.S. | 100.00 | Ordinary shares
Vodafone Mall Ve Elektronik Hizmetler Ticaret AS | 100.00 | Ordinary shares

| % of share class held |
Company name | by Group companies | Share class
Vodafone Net İletişim Hizmetleri A.S. | 100.00 | Ordinary shares
Vodafone Telekomunikasyon A.S | 100.00 | Registered shares
İTÜ Ayazağa Kampüsü, Koru Yolu, Arı Teknokent Arı 3 Binası, Maslak, İstanbul, |  |
586553, Türkiye |  |
Vodafone Teknoloji Hizmetleri A.S. | 100.00 | Registered shares
Maslak Mah. AOS 55 Sk. 42 Maslak Sit. B Blok Apt. No: 4/663 , Sarıyer Istanbul, T ürkiye |  |
Vodafone Finansman A.S. | 100.00 | Ordinary shares
Vodafone Elektronik Para Ve Ödeme Hizmetleri A.S. | 100.00 | Registered shares
Vodafone Sigorta Aracilik Hizmetleri A.S. | 100.00 | Ordinary shares
Maslak Mah. Büyükdere Cad. Büyükdere No: 251, Sarıyer, Istanbul , 34453, T ürkiye |  |
VOIS Turkey Akilli Çözümler Limited Şirketi | 85.71 | Ordinary shares
Ukraine |  |
Bohdana Khmelnytskogo Str. 19-21, Kyiv, Ukraine |  |
LLC Vodafone Enterprise Ukraine | 100.00 | 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 | 65.10 | Ordinary shares
DSO ABCN 81010, ABCN DSO HQ, Dubai Silicon Oasis, Dubai, UAE, United Arab Emirates |  |
Sarmady Middle East FZE 5 | 35.82 | Ordinary shares
Office 101, 1st Floor, DIC Building 1, Dubai Internet City, Dubai, United Arab Emirates |  |
Vodafone Enterprise Europe (UK) Limited - Dubai Branch 2 | 100.00 | Branch

Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
198
31. Related undertakings (continued)
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
199
31. Related undertakings (continued)

| % of share class held |
Company name | by Group companies | Share class
United Kingdom |  |
11 Staple Inn Building, London, WC1V 7QH, United Kingdom |  |
Vodacom Business Africa Group Services Limited 5 | 65.10 | Ordinary shares,
|  | Preference shares
Vodacom UK Limited 5 | 65.10 | 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 | 100.00 | Ordinary shares
Thus Group Limited | 100.00 | Ordinary shares
Vodafone (Scotland) Limited | 100.00 | Ordinary shares
3 More London, Riverside, London, SE12AQ, United Kingdom |  |
IoT Nxt UK Limited 5 | 42.32 | Ordinary shares
Quarry Corner, Dundonald, Belfast, BT16 1UD, Northern Ireland |  |
Energis (Ireland) Limited | 100.00 | 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 | 100.00 | Ordinary shares
Cable & Wireless Aspac Holdings Limited | 100.00 | Ordinary shares
Cable & Wireless CIS Services Limited | 100.00 | Ordinary shares
Cable & Wireless Communications Data Network Services Limited | 100.00 | ‘A’ Ordinary shares,
|  | ‘B’ Ordinary shares
Cable & Wireless Europe Holdings Limited | 100.00 | Ordinary shares
Cable & Wireless Global Telecommunication Services Limited | 100.00 | Ordinary shares
Cable & Wireless UK Holdings Limited | 100.00 | Ordinary shares
Cable & Wireless Worldwide Limited | 100.00 | Ordinary shares
Cable and Wireless (India) Limited | 100.00 | Ordinary shares
Cable and Wireless Nominee Limited | 100.00 | Ordinary shares
Central Communications Group Limited | 100.00 | Ordinary shares,
|  | Ordinary A shares
Energis Communications Limited | 100.00 | Ordinary shares
Energis Squared Limited | 100.00 | Ordinary shares
London Hydraulic Power Company (The) | 100.00 | Ordinary shares,
|  | 5% Non-Cumulative
|  | preference shares
Navtrak Ltd | 100.00 | Ordinary shares
Project Telecom Holdings Limited 1 | 100.00 | Ordinary shares
Rian Mobile Limited | 100.00 | Ordinary shares
Talkmobile Limited | 100.00 | Ordinary shares

| % of share class held
Company name | by Group companies Share class
The Eastern Leasing Company Limited | 100.00 Ordinary shares
Thus Limited | 100.00 Ordinary shares
Vodafone 2. | 100.00 Ordinary shares
Vodafone Automotive UK Limited | 100.00 Ordinary shares
Vodafone Consolidated Holdings Limited | 100.00 Ordinary shares
Vodafone Corporate Limited | 100.00 Ordinary shares
Vodafone Corporate Secretaries Limited 1 | 100.00 Ordinary shares
Vodafone DC Pension Trustee Company Limited 1 | 100.00 Ordinary shares
Vodafone Distribution Holdings Limited | 100.00 Ordinary shares
Vodafone Enterprise Corporate Secretaries Limited | 100.00 Ordinary shares
Vodafone Enterprise Equipment Limited | 100.00 Ordinary shares
Vodafone Enterprise Europe (UK) Limited | 100.00 Ordinary shares
Vodafone Enterprise U.K. | 100.00 Ordinary shares
Vodafone European Investments 1 | 100.00 Ordinary shares
Vodafone Finance Limited 1 | 100.00 Ordinary shares
Vodafone Finance Management | 100.00 Ordinary shares
Vodafone Global Enterprise Limited | 100.00 Ordinary shares,
| Deferred shares,
| B deferred shares
Vodafone Group (Directors) Trustee Limited 1 | 100.00 Ordinary shares
Vodafone Group Pension Trustee Limited 1 | 100.00 Ordinary shares
Vodafone Group Services Limited | 100.00 Ordinary shares,
| Deferred shares
Vodafone Group Services No.2 Limited 1 | 100.00 Ordinary shares
Vodafone Group Share Trustee Limited 1 | 100.00 Ordinary shares
Vodafone International 2 Limited - UK Branch 2 | 100.00 Branch
Vodafone International Operations Limited | 100.00 Ordinary shares
Vodafone Investments Limited 1 | 100.00 Ordinary shares,
| Zero coupon
| redeemable
| preference shares
Vodafone IoT UK Limited | 100.00 Ordinary shares
Vodafone IP Licensing Limited 1 | 100.00 Ordinary shares
Vodafone Limited | 100.00 Ordinary shares

| % of share class held |
Company name | by Group companies | Share class
United Kingdom (continued) |  |
Vodafone Mobile Network Limited | 100.00 | Ordinary shares
Vodafone Nominees Limited 1 | 100.00 | Ordinary shares
Vodafone Oceania Limited | 100.00 | Ordinary shares
Vodafone Overseas Finance Limited | 100.00 | Ordinary shares
Vodafone Partner Services Limited | 100.00 | Ordinary shares,
|  | Redeemable
|  | preference shares
Vodafone Retail (Holdings) Limited | 100.00 | Ordinary shares
Vodafone Sales & Services Limited | 100.00 | Ordinary shares
Vodafone Shared Operations Limited 7 | 85.71 | Ordinary shares
Vodafone Shared Services UK Limited | 85.71 | Ordinary shares
Vodafone UK Investments Limited 1 | 100.00 | Ordinary shares
Vodafone UK Trading Holdings Limited | 100.00 | Ordinary shares
Vodafone Ventures Limited 1 | 100.00 | Ordinary shares
Vodaphone Limited | 100.00 | Ordinary shares
Your Communications Group Limited | 100.00 | B Ordinary shares,
|  | Redeemable
|  | preference shares
United States |  |
1209 Orange, Orange Street, Wilmington, New Castle DE 19801, United States |  |
IoT nxt USA Inc 5 | 42.32 | Common stock shares
1450 Broadway, Fl 11, Suite 104, New York NY 10018, United States |  |
Cable & Wireless Americas Systems, Inc. | 100.00 | Common stock shares
Vodafone Americas Virginia Inc. | 100.00 | Common stock shares
Vodafone IoT Incorporated | 100.00 | Common stock shares
Vodafone US Inc. | 100.00 | Common stock shares
1615 Platte Street, Suite 02-115, Denver CO 80202, United States |  |
Vodafone Americas Foundation | 100.00 | Trustee

Associated undertakings and joint arrangements

| % of share class held |
Company name | 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 | 25.05 | Ordinary shares
AAPT Limited | 25.05 | Ordinary shares
ACN 088 889 230 Pty Ltd | 25.05 | Ordinary shares
ACN 139 798 404 Pty Ltd | 25.05 | Ordinary shares
Adam Internet Holdings Pty Ltd | 25.05 | Ordinary shares
Adam Internet Pty Ltd | 25.05 | A shares, B shares,
|  | Ordinary shares
Agile Pty Ltd | 25.05 | Ordinary shares
AlchemyIT Pty Ltd | 25.05 | Ordinary shares
Chariot Pty Ltd | 25.05 | Ordinary shares
Chime Communications Pty Ltd | 25.05 | Ordinary shares
Connect West Pty Ltd | 25.05 | Ordinary shares
Destra Communications Pty Ltd | 25.05 | Ordinary shares
Digiplus Contracts Pty Ltd | 25.05 | Ordinary shares
Digiplus Holdings Pty Ltd | 25.05 | Ordinary shares
Digiplus Investments Pty Ltd | 25.05 | Ordinary shares
Digiplus Pty Ltd | 25.05 | Ordinary shares
H3GA Properties (No. 3) Pty Ltd | 25.05 | Ordinary shares
iiNet Labs Pty Ltd | 25.05 | Ordinary shares
iiNet Limited | 25.05 | Ordinary shares
Internode Pty Ltd | 25.05 | Ordinary shares,
|  | Class B shares
IntraPower Pty Ltd | 25.05 | Ordinary shares
Intrapower Terrestrial Pty Ltd | 25.05 | Ordinary shares
IP Group Pty Ltd | 25.05 | Ordinary shares
IP Services Xchange Pty Ltd | 25.05 | A shares, B shares
Kooee Communications Pty Ltd | 25.05 | Ordinary shares
Kooee Mobile Pty Ltd | 25.05 | Ordinary shares
Mercury Connect Pty Ltd | 25.05 | Ordinary shares,
|  | E class shares
Mobile JV Pty Limited | 25.05 | Ordinary shares
Mobileworld Communications Pty Limited | 25.05 | Ordinary shares
Mobileworld Operating Pty Ltd | 25.05 | Ordinary shares
Netspace Online Systems Pty Ltd | 25.05 | Ordinary shares
Numillar IPS Pty Ltd | 25.05 | Ordinary shares

31. Related undertakings (continued)
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
200
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
201
31. Related undertakings (continued)

| % of share class held |
Company name | by Group companies | Share class
Australia (continued) |  |
PIPE International (Australia) Pty Ltd | 25.05 | Ordinary shares
PIPE Networks Pty Limited | 25.05 | Ordinary shares
PIPE Transmission Pty Limited | 25.05 | Ordinary shares
PowerTel Limited | 25.05 | Ordinary shares
Request Broadband Pty Ltd | 25.05 | Ordinary shares
Soul Communications Pty Ltd | 25.05 | Ordinary shares
Soul Contracts Pty Ltd | 25.05 | Ordinary shares
Soul Pattinson Telecommunications Pty Ltd | 25.05 | Ordinary shares
SPT Telecommunications Pty Ltd | 25.05 | Ordinary shares
SPTCom Pty Ltd | 25.05 | Ordinary shares
Telecom Enterprises Australia Pty Limited | 25.05 | Ordinary shares
Telecom New Zealand Australia Pty Ltd | 25.05 | Ordinary shares,
|  | Redeemable
|  | preference shares
TPG Corporation Limited | 25.05 | Ordinary shares
TPG Energy Pty Ltd | 25.05 | Ordinary shares
TPG Finance Pty Ltd | 25.05 | Ordinary shares
TPG Holdings Pty Ltd | 25.05 | Ordinary shares
TPG Internet Pty Ltd | 25.05 | Ordinary shares
TPG JV Company Pty Ltd | 25.05 | Ordinary shares
TPG Network Pty Ltd | 25.05 | Ordinary shares
TPG Telecom Limited | 25.05 | Ordinary shares
TransACT Capital Communications Pty Ltd | 25.05 | Ordinary shares
TransACT Communications Pty Ltd | 25.05 | Ordinary shares
TransACT Victoria Communications Pty Ltd | 25.05 | Ordinary shares
TransACT Victoria Holdings Pty Ltd | 25.05 | Ordinary shares
Trusted Cloud Pty Ltd | 25.05 | Ordinary shares
Trusted Cloud Solutions Pty Ltd | 25.05 | Ordinary shares
Value Added Network Pty Ltd | 25.05 | Ordinary shares
Vision Network Pty Ltd | 25.05 | Ordinary shares
Vodafone Australia Pty Limited | 25.05 | Ordinary shares,
|  | Class B shares,
|  | Redeemable
|  | preference shares
Vodafone Foundation Australia Pty Limited |  |
| 25.05 | Ordinary shares
Vodafone Hutchison Receivables Pty Limited | 25.05 | Ordinary shares
Vodafone Hutchison Spectrum Pty Limited | 25.05 | Ordinary shares
Vodafone Network Pty Limited | 25.05 | Ordinary shares

| % of share class held |
Company name | by Group companies | Share class
Vodafone Pty Limited | 25.05 | Ordinary shares
VtalkVoip Pty Ltd | 25.05 | Ordinary shares
Westnet Pty Ltd | 25.05 | Ordinary shares
Belgium |  |
Space Court of Justic, Rue aux Laines 70, 1000 Brussels, Belgium |  |
Utiq S.A | 25.00 | Ordinary shares
Bermuda |  |
Clarendon House, 2 Church St, Hamilton, HM11, Bermuda |  |
PPC 1 Limited | 25.05 | Ordinary shares
Czech Republic |  |
Praha 4, Závišova 502/5, 14000, Nusle, Czech Republic |  |
Vantage Towers s.r.o. 4 | 44.66 | Ordinary shares
U Rajské zahrady 1912/3, Praha 3, 13000, Czech Republic |  |
COOP Mobil s.r.o. | 33.33 | Ordinary shares
Egypt |  |
23 Kasr El Nil St, Cairo, 11211, Egypt |  |
Wataneya Telecommunications S.A.E | 50.00 | Ordinary shares
Ethiopia |  |
Kirkos Sub City, Woreda 01, House No. New, Addis Ababa, Ethiopia |  |
Safaricom M-PESA Mobile Financial Services Plc 5 | 18.07 | Ordinary shares
Safaricom Telecommunications Ethiopia Private Limited Company 5 | 18.07 | Ordinary shares
Germany |  |
38 Berliner Allee, 40212, Düsseldorf, Germany |  |
MNP Deutschland Gesellschaft bürgerlichen Rechts | 33.33 | Partnership share
Ferdinand-Braun-Platz 1, 40549, Düsseldorf, Germany |  |
OXG Glasfaser Beteiligungs GmbH | 50.00 | Ordinary shares
OXG Glasfaser GmbH | 50.00 | Ordinary shares
Nobelstrasse 55, 18059, Rostock, Germany |  |
Verwaltung Urbana Teleunion Rostock GmbH 3 | 50.00 | Ordinary shares
Prinzenallee 11-13, 40549, Düsseldorf, Germany |  |
Oak Holdings 1 GmbH | 50.00 | Ordinary shares
Oak Holdings 2 GmbH | 50.00 | Ordinary shares
Oak Holdings GmbH | 50.00 | Ordinary shares
Oak Renewables GmbH | 50.00 | Ordinary shares
Vantage Towers AG | 44.66 | Ordinary shares
Vantage Towers Erste Verwaltungsgesellschaft GmbH 4 | 44.66 | Ordinary shares

Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
202
31. Related undertakings (continued)

| % of share class held |
Company name | by Group companies | Share class
Greece |  |
2 Adrianeiou str, Athens, 11525, Greece |  |
Vantage Towers Single Member Societe Anonyme 4 | 44.66 | Ordinary shares
12 Rizareiou str, Halandri, 15233, Greece |  |
Tilegnous IKE | 33.29 | Ordinary shares
43-45 Valtetsiou Str., Athens, Greece |  |
Safenet N.P,A. | 24.97 | Issued shares
Marathonos Ave 18 kn & Pylou, Pallini, Attica, 15351 Greece |  |
Victus Networks S.A. | 49.94 | Ordinary shares
Hungary |  |
Boldizsár utca 2, Budapest, 1112, Hungary |  |
Vantage Towers Zártkörűen Működő, Részvénytársaság 4 | 44.66 | Ordinary shares
India |  |
10 th Floor, Birla Centurion, Century Mills Compound, Pandurang Budhkar Marg, |  |
Worli, Mumbai, Maharashtra, 400030, India |  |
Vodafone Foundation 6 | 24.03 | Ordinary shares
Vodafone Idea Next-Gen Solutions Limited 6 | 24.39 | Ordinary shares
Vodafone Idea Shared Services Limited 6 | 24.39 | Ordinary shares
Vodafone Idea Technology Solutions Limited 6 | 24.39 | Ordinary shares
You Broadband India Limited 6 | 24.39 | Equity shares
Suman Tower, Plot No. 18, Sector No. 11, Gandhinagar, 382011, Gujarat, India |  |
Vodafone Idea Limited | 24.39 | Equity shares
Vodafone Idea Manpower Services Limited 6 | 24.10 | Ordinary shares
Vodafone House, Corporate Road, Prahladnagar, Off S. G. Highway, Ahmedabad, |  |
Gujarat, 380051, India |  |
Vodafone Idea Business Services Limited 6 | 24.39 | Ordinary shares
Vodafone Idea Communication Systems Limited 6 | 24.39 | Ordinary shares
Vodafone Idea Telecom Infrastructure Limited 6 | 24.39 | Ordinary shares
Ireland |  |
Mountainview, Leopardstown, Dublin 18, Ireland |  |
Vantage Towers Limited 4 | 44.66 | Ordinary shares
The Herbert Building, The Park, Carrickmines, Dublin, Ireland |  |
Siro DAC | 50.00 | Ordinary shares
Siro JV Holdco Limited | 50.00 | Ordinary B shares
Italy |  |
Via Gaetana Negri 1, 20123, Milano, Italy |  |
Infrastrutture Wireless Italiane S.p.A. | 16.79 | Ordinary shares

| % of share class held |
Company name | by Group companies | Share class
Kenya |  |
6 th Floor, ABC Towers, ABC Place, Waiyaki Way, Nairobi, 00100, Kenya |  |
M-PESA Holding Co. Limited | 27.74 | Ordinary equity
|  | shares
LR No. 13263 Safaricom House, PO Box 66827, 00800, Nairobi, Kenya |  |
Safaricom PLC | 27.74 | Ordinary shares
Safaricom House, Waiyaki Way Westlands, Nairobi, Kenya |  |
M-PESA Africa Limited 5 | 46.42 | Ordinary shares
Luxembourg |  |
15 rue Edward Steichen, Luxembourg, 2540, Luxembourg |  |
Tomorrow Street SCA | 50.00 | Ordinary B shares,
|  | Ordinary C shares
Netherlands |  |
Avenue Ceramique 300, 6221 Kx, Maastricht, Netherlands |  |
Vodafone Antennelocaties B.V. | 50.00 | Ordinary shares
Vodafone Libertel B.V. | 50.00 | Ordinary shares
Boven Vredenburgpassage 128, 3511 WR, Utrecht, Netherlands |  |
Amsterdamse Beheer-en Consultingmaatschappij B.V. | 50.00 | Ordinary shares
Esprit Telecom B.V. | 50.00 | Ordinary shares
Vodafone Financial Services B.V. | 50.00 | Ordinary shares
Vodafone Nederland Holding I B.V. | 50.00 | Ordinary shares
Vodafone Nederland Holding II B.V. | 50.00 | Ordinary shares
VodafoneZiggo Employment B.V. | 50.00 | Ordinary shares
VodafoneZiggo Group B.V. | 50.00 | Ordinary shares
VodafoneZiggo Group Holding B.V. | 50.00 | Ordinary shares
VZ Financing I B.V. | 50.00 | Ordinary shares
VZ Financing II B.V. | 50.00 | Ordinary shares
VZ FinCo B.V. | 50.00 | Ordinary shares
VZ PropCo B.V. | 50.00 | Ordinary shares
VZ Secured Financing B.V. | 50.00 | Ordinary shares
Ziggo B.V. | 50.00 | Ordinary shares
Ziggo Deelnemingen B.V. | 50.00 | Ordinary shares
Ziggo Netwerk II B.V. | 50.00 | Ordinary shares

Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
203
31. Related undertakings (continued)

| % of share class held |
Company name | by Group companies | Share class
Ziggo Real Estate B.V. | 50.00 | Ordinary shares
Ziggo Services B.V. | 50.00 | Ordinary shares
Ziggo Services Employment B.V. | 50.00 | Ordinary shares
Ziggo Services Netwerk 2 B.V. | 50.00 | Ordinary shares
Ziggo Zakelijk Services B.V. | 50.00 | Ordinary shares
ZUM B.V. | 50.00 | Ordinary shares
Media Parkboulevard 2, 1217 WE Hilversum, Netherlands |  |
Liberty Global Content Netherlands B.V. | 50.00 | Ordinary shares
Regus, 3 More London Riverside, London SE1 2RE |  |
Global Partnership for Ethiopia B.V. | 18.07 | Ordinary shares
Rivium Quadrant 175, 2909 LC, Capelle aan den Ijssel, Netherlands |  |
Central Tower Holding Company B.V. 4 | 44.66 | Ordinary shares
Winschoterdiep 60, 9723 AB Groningen, Netherlands |  |
Ziggo Bond Company B.V. | 50.00 | Ordinary shares
Ziggo Netwerk B.V. | 50.00 | Ordinary shares
Portugal |  |
Av. D. João II, nº 36 - 8º 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 | 44.66 | Ordinary shares
Rua Pedro e Inês, Lote 2.08.01, 1990-075, Parque das Naçőes, Lisboa, Portugal |  |
Sport TV Portugal, S.A. | 25.00 | Nominative shares
SÍTIO Sete Rios - Praça Nuno Rodrigues dos Santos, 7, 1600-171 , Lisboa, Portugal |  |
Dual Grid – Gestão de Redes Partilhadas, S.A. | 50.00 | Ordinary shares
Romania |  |
Calea Floreasca no. 169A, 3 rd floor, District 1, Bucharest, Romania |  |
Vantage Towers S.R.L. 4 | 44.66 | Ordinary shares
Floor 3, Module 2, Connected buildings III, Nr. 10A, Dimitrie Pompei Boulevard, |  |
Bucharest, Sector 2, Romania |  |
Netgrid Telecom SRL | 50.00 | Ordinary shares
Russian Federation |  |
Building 3, 11, Promyshlennaya Street, Moscow, 115 516, Russian Federation |  |
Autoconnex Limited | 35.00 | Ordinary shares

| % of share class held |
Company name | by Group companies | Share class
South Africa |  |
76 Maude Street, Sandton, Johannesberg, 2196, South Africa |  |
Waterberg Lodge (Proprietary) Limited 5 | 32.55 | Ordinary shares
Celtis Plaza North, 1085 Schoeman Street, Hatfield, Pretoria, 0028, South Africa |  |
Afri G I S (Pty) Ltd 5 | 21.16 | Ordinary shares
Rigel Office Park Block A, No 446 Rigel Avenue South, Erasmu, South Africa |  |
Canard Spatial Technologies Proprietary Limited 5 | 21.16 | Ordinary shares
Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa |  |
M-Pesa S.A (Proprietary) Limited 5 | 46.42 | Ordinary shares
Spain |  |
Calle San Severo 22, 28042, Madrid, Spain |  |
Vantage Towers, S.L.U. 4 | 44.66 | 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) | 48.82 | 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 | 50.00 | Ordinary shares
Levazim Mahallesi Vadi Caddesi Zorlu Center No:2 Ic Kapi No: 347, Besiktas, |  |
Istanbul, Türkiye |  |
Red Haven Veri Merkezi Anonim Sirketi | 50.00 | 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 | 25.00 | Ordinary shares
Floor 5, 20 Fenchurch Street, London, EC3M 3BY, United Kingdom |  |
VodaFamily Ethiopia Holding Company Limited 5 | 31.47 | Ordinary shares
Griffin House, 161 Hammersmith Road, London, W6 8BS, United Kingdom |  |
Cable & Wireless Trade Mark Management Limited | 50.00 | Ordinary A shares,
|  | Ordinary B shares
Hive 2, 1530 Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA, United |  |
Kingdom |  |
Cornerstone Telecommunications Infrastructure Limited 5 | 22.33 | Ordinary shares

Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
204
31. Related undertakings (continued)

| % of share class held |
Company name | by Group companies | Share class
Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom |  |
Vodafone Hutchison (Australia) Holdings Limited | 50.00 | Ordinary shares
United States |  |
251 Little Falls Drive, Wilmington DE 19808, United States |  |
PPC 1 (US) Inc. | 25.05 | Ordinary shares
Ziggo Financing Partnership | 50.00 | Partnership interest

Notes:
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 65.10% ownership interest
in Vodacom Group Limited.
6.
Includes the indirect interest held through Vodafone Idea Limited.
7.
Accenture Holdings B.V. holds 20% of the total voting rights in Vodafone Shared Operations Limited.
8.
SC DABCO Management LLC has joint control rights over DABCo Limited.
Selected financial information
The table below shows selected financial information in respect of subsidiaries that have non-controlling interests
that are material to the Group.

| Vodacom Group Limited
| 2025 | 2024
| €m | €m
Summary comprehensive income information |  |
Revenue | 7,791 | 7,420
Profit for the financial year | 1,058 | 920
Other comprehensive expense | (121) | 217
Total comprehensive income | 937 | 1,137
Other financial information |  |
Profit for the financial year allocated to non-controlling interests | 422 | 368
Dividends paid to non-controlling interests | 249 | 260
Summary financial position information |  |
Non-current assets | 8,002 | 7,517
Current assets | 3,808 | 3,437
Total assets | 11,810 | 10,954
Non-current liabilities | (3,535) | (3,198)
Current liabilities | (3,802) | (3,446)
Total assets less total liabilities | 4,473 | 4,310
Equity shareholders’ funds | 3,353 | 3,275
Non-controlling interests | 1,120 | 1,035
Total equity | 4,473 | 4,310
Statement of cash flows |  |
Net cash inflow from operating activities | 2,573 | 2,285
Net cash outflow from investing activities | (1,101) | (943)
Net cash outflow from financing activities | (1,328) | (1,276)
Net cash inflow/(outflow) | 144 | 66
Cash and cash equivalents brought forward | 1,052 | 1,075
Exchange loss on cash and cash equivalents | (8) | (89)
Cash and cash equivalents | 1,188 | 1,052

Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
205
32. Subsidiaries exempt from audit
The following UK subsidiaries will take advantage of the audit exemption set out within section 479A
of the Companies Act 2006 for the year ended 31 March 2025.

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
Merger of Vodafone and Three in the UK
On 31 May 2025, the planned transaction between the Group and CK Hutchison Group Telecom Holdings Limited
completed, after which the Group owns 51% of both Vodafone Limited and Hutchison 3G UK Holdings Limited. Further
details are provided in note 27 ‘Acquisitions
and disposals’.
Share buyback programme
On 20 May 2025, the Group commenced a programme to repurchase its ordinary share capital up to a maximum
consideration of €500 million.
The programme will end no later than 23 July 2025.
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
206
Company statement of financial position of Vodafone Group Plc
At 31 March

|  |  | Re-presented 1
|  | 2025 | 2024
| Note | €m | €m
Fixed assets |  |  |
Shares in Group undertakings | 2 | 84,320 | 83,470
Current assets |  |  |
Debtors: amounts falling due after more than one year | 3 | 4,069 | 4,025
Debtors: amounts falling due within one year | 3 | 74,012 | 65,702
Other investments | 4 | 1,010 | 766
Cash at bank and in hand |  | 156 | 153
|  | 79,247 | 70,646
Creditors: amounts falling due within one year | 5 | (82,948) | (66,941)
Net current (liabilities)/assets |  | (3,701) | 3,705
Total assets less current liabilities |  | 80,619 | 87,175
Creditors: amounts falling due after more than one year | 5 | (37,741) | (42,158)
|  | 42,878 | 45,017
Capital and reserves |  |  |
Called up share capital | 6 | 4,319 | 4,797
Share premium account |  | 20,385 | 20,385
Capital redemption reserve |  | 589 | 111
Other reserves |  | 1,182 | 1,153
Own shares held |  | (6,926) | (7,780)
Profit and loss account 2 |  | 23,329 | 26,351
Total equity shareholders’ funds |  | 42,878 | 45,017

Notes:
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 creditors falling due within one year and creditors falling due after more than one year. As a result of the
reclassification, comparatives at 31 March 2024 have been provided in accordance with IFRS requirements. See note 1 ‘Basis of preparation’
to the consolidated financial statements for more information.
2. The profit for the financial year dealt with in the financial statements of the Company is €1,485 million (2024: €1,098 million loss).
The Company financial statements on pages 206 to 212 were approved by the Board of Directors and authorised for
issue on 3 June 2025 and were signed on its behalf by:
Margherita Della Valle
Luka Mucic
Group Chief Executive
Group Chief Financial Officer
The accompanying notes are an integral part of these financial statements.
Company statement of changes in equity of Vodafone Group Plc
For the years ended 31 March

| Called up |  | Capital |  |  |  | Total equity
| share | Share | redemption | Other | Treasury | Accumulated | shareholders’
| capital 1 | premium 2 | reserve 2 | reserves 2 | shares 3 | profit 4 | funds
| €m | €m | €m | €m | €m | €m | €m
1 April 2023 | 4,797 | 20,385 | 111 | 1,110 | (7,854) | 31,605 | 50,154
Issue or re-issue of shares | – | – | – | – | 74 | – | 74
Loss for the financial year | – | – | – | – | – | (1,098) | (1,098)
Dividends | – | – | – | – | – | (2,433) | (2,433)
Capital contribution given |  |  |  |  |  |  |
relating to share-based |  |  |  |  |  |  |
payments | – | – | – | 115 | – | – | 115
Contribution received |  |  |  |  |  |  |
relating to share-based |  |  |  |  |  |  |
payments | – | – | – | (72) | – | – | (72)
Other movements 5 | – | – | – | – | – | (1,723) | (1,723)
31 March 2024 | 4,797 | 20,385 | 111 | 1,153 | (7,780) | 26,351 | 45,017
Issue or re-issue of shares | – | – | – | – | 84 | – | 84
Profit for the financial year | – | – | – | – | – | 1,485 | 1,485
Dividends | – | – | – | – | – | (1,795) | (1,795)
Capital contribution given |  |  |  |  |  |  |
relating to share-based |  |  |  |  |  |  |
payments | – | – | – | 110 | – | – | 110
Contribution received |  |  |  |  |  |  |
relating to share-based |  |  |  |  |  |  |
payments | – | – | – | (81) | – | – | (81)
Purchase of treasury shares 6 | – | – | – | – | (2,000) | – | (2,000)
Cancellation of shares | (478) | – | 478 | – | 2,770 | (2,770) | –
Other movements 5 | – | – | – | – | – | 58 | 58
31 March 2025 | 4,319 | 20,385 | 589 | 1,182 | (6,926) | 23,329 | 42,878

Notes:
1. See note 6 ‘Called up share capital’.
2. These reserves are not distributable.
3. Own shares relate to treasury shares which are purchased out of distributable profits and therefore reduce reserves available for distribution.
4. The Company has determined what amounts within this reserve are distributable and non-distributable in accordance with the guidance
provided by ICAEW TECH 02/17BL and the requirements of UK law. In accordance with UK Companies Act 2006 s831(2), a public company
may make a distribution only if, after giving effect to such distribution, the amount of its net assets is not less than the aggregate of its’ called
up share capital and non-distributable reserves.
5. Includes the impact of the Company’s cash flow hedges with €229 million net gain deferred to other comprehensive income during the year
(2024: €2,051 million net loss), €154 million net gain (2024: €247 million net gain) recycled to the income statement and a tax charge of €19
million (2024: tax credit of €575 million). These hedges primarily relate to foreign exchange exposure on fixed borrowings, with any foreign
exchange on nominal balances directly impacting income statement in each period but interest cash flows unwinding to the income
statement over the life of the hedges, up to 2064. See note 22 ‘Capital and financial risk management’ to the consolidated financial
statements for further details.
6. 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
207
1. Basis of preparation
The separate financial statements of the Company are drawn up in accordance with the Companies Act 2006
and Financial Reporting Standard 101 ‘Reduced disclosure framework’ (‘FRS 101’). The Company will continue to
prepare its financial statements in accordance with FRS 101 on an ongoing basis until such time as it notifies
shareholders of any change to its chosen accounting framework.
The Company financial statements have been prepared using the historical cost convention, as modified by the
revaluation of certain financial assets and financial liabilities and in accordance with the UK Companies Act 2006. The
financial statements have been prepared on a going concern basis.
The following exemptions available under FRS 101 have been applied:
−
Paragraphs 45(b) and 46 to 52 of IFRS 2 ‘Shared-based payment’ (details of the number and weighted-average
exercise prices of share options, and how the fair value of goods or services received was determined);
−
IFRS 7 ‘Financial Instruments: Disclosures’;
−
Paragraph 91 to 99 of IFRS 13 ‘Fair value measurement’ (disclosure of valuation techniques and inputs used
for fair value measurement of assets and liabilities);
−
Paragraph 38 of IAS 1 ‘Presentation of financial statements’ comparative information requirements in respect
of paragraph 79(a)(iv) of IAS 1;
−
The following paragraphs of IAS 1 ‘Presentation of financial statements’:
−
10(d) (statement of cash flows);
−
16 (statement of compliance with all IFRS);
−
38A (requirement for minimum of two primary statements, including cash flow statements);
−
38B-D (additional comparative information);
−
40A-D (requirements for a third statement of financial position);
−
111 (cash flow statement information); and
−
134-136 (capital management disclosures).
−
IAS 7 ‘Statement of cash flows’;
−
Paragraph 30 and 31 of IAS 8 ‘Accounting policies, changes in accounting estimates and errors’ (requirement
for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet
effective);
−
The requirements in IAS 24 ‘Related party disclosures’ to disclose related party transactions entered into
between two or more members of a group;
−
The requirements in IAS 36 ‘Impairment of asset’ to disclose valuation technique and assumptions used in
determining recoverable amount.
As permitted by section 408(3) of the Companies Act 2006, the income statement of the Company is not
presented in this Annual Report. These separate financial statements are not intended to give a true and fair view
of the profit or loss or cash flows of the Company. The Company has not published its individual cash flow
statement as its liquidity, solvency and financial adaptability are dependent on the Group rather than its own
cash flows.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of Company financial statements in conformity with FRS 101 requires management to make
judgements and estimates in respect of items where the choice of specific policy, accounting judgement,
estimate or assumption to be followed could materially affect the Company’s reported financial position or
results and disclosure of contingent assets or liabilities during the reporting period; it may later be determined
that a different choice may have been more appropriate. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period; they are recognised in the period of the revision and
future periods if the revision affects both current and future periods.
Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact
the amounts recognised in the financial statements and the estimates that are considered to be ‘critical
estimates’ due to their potential to give rise to material adjustments in the Company’s financial statements.
A source of estimation uncertainty for the Company relates to the review for impairment of investment carrying
values and the estimates used when determining the recoverable value of the investment. However, there is not
considered to be a significant risk of material adjustment from revisions to these estimates within the next
financial year (see note 2 ‘Fixed assets’).
Significant accounting policies applied in the current reporting period that relate to the
financial statements as a whole
Foreign currencies
Transactions in foreign currencies are initially recorded at the functional rate of currency prevailing on the date
of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the
Company’s functional currency at the rates prevailing on the reporting period date. Non-monetary items carried
at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial
transaction dates. Non-monetary items measured in terms of historical cost in a foreign currency are not
retranslated. Exchange differences arising on the settlement of monetary items, and on the retranslation of
monetary items, are included in the income statement for the period. Exchange differences arising on the
retranslation of non-monetary items carried at fair value are included in the income statement for the period.
Borrowing costs
All borrowing costs are recognised in the income statement in the period in which they are incurred.
208
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
1. Basis of preparation (continued)
Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or
recovered) using the tax rates and laws that have been enacted or substantively enacted by the reporting period
date.
Deferred tax is provided in full on temporary differences that exist at the reporting period date and that result in
an obligation to pay more tax, or a right to pay less tax in the future. The deferred tax is measured at the rate
expected to apply in the periods in which the temporary differences are expected to reverse, based on the tax
rates and laws that are enacted or substantively enacted at the reporting period date. Temporary differences
arise from the inclusion of items of income and expenditure in taxation computations in periods different from
those in which they are included in the Company financial statements. Deferred tax assets are recognised to the
extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are
not discounted.
Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Company
statement of financial position when the Company becomes a party to the contractual provisions of the
instrument.
Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Company are classified according to the substance of
the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An
equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting
all of its liabilities and includes no obligation to deliver cash or other financial assets. The accounting policies
adopted for specific financial liabilities and equity instruments are set out below.
Derivative financial instruments and hedge accounting
The Company’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates
which it manages using derivative financial instruments.
The use of derivative financial instruments is governed by the Group’s policies approved by the Board of
Directors, which provide written principles on the use of derivative financial instruments consistent with the
Group’s risk management strategy. Changes in values of all derivative financial instruments are included within
the income statement unless designated in an effective cash flow hedge relationship when changes in value are
deferred to other comprehensive income or equity respectively. The Company does not use derivative financial
instruments for speculative purposes.
Derivative financial instruments are initially measured at fair value on the contract date and are subsequently
remeasured to fair value at each reporting date. The Company designates certain derivatives as hedges of the
change of fair value of recognised assets and liabilities (‘fair value hedges’) or hedges of highly probable forecast
transactions or hedges of foreign currency or interest rate risks of firm commitments (‘cash flow hedges’). Hedge
accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer
qualifies for hedge accounting.
Cash flow hedges
Cash flow hedging is used by the Company to hedge certain exposures to variability in future cash flows. The
portion of gains or losses relating to changes in the fair value of derivatives that are designated and qualify as
effective cash flow hedges is recognised in other comprehensive income; gains or losses relating to any
ineffective portion are recognised immediately in the income statement. However, when the hedged transaction
results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously
recognised in other comprehensive income and accumulated in equity are transferred from equity and included
in the initial measurement of the cost of the non-financial asset or non-financial liability. When the hedged item
is recognised in the income statement, amounts previously recognised in other comprehensive income and
accumulated in equity for the hedging instrument are reclassified to the income statement. When hedge
accounting is discontinued, any gain or loss recognised in other comprehensive income at that time remains in
equity and is recognised in the income statement when the hedged transaction is ultimately recognised in the
income statement. If a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity
is recognised immediately in the income statement.
New accounting pronouncements
To the extent applicable the Company will adopt new accounting policies as set out in note 1 ‘Basis of
preparation’ in the consolidated financial statements.
2. Fixed assets
Accounting policies
Shares in Group undertakings are stated at cost less any provision for impairment and capital related to
share-based payments. Contributions in respect of share-based payments are recognised in line with the
policy set out in note 7 ‘Share-based payments’.
The Company assesses investments for impairment whenever events or changes in circumstances
indicate that the carrying value of an investment may not be recoverable. If any such indication of
impairment exists, the Company makes an estimate of the recoverable amount. If the recoverable amount
is less than the carrying value, the investment is considered to be impaired and is written down to its
recoverable amount. An impairment loss is recognised immediately in the income statement.
Where there has been a change in the estimates used to determine recoverable amount and an
impairment loss subsequently reverses, the carrying amount of the investment is increased to the revised
estimate of its recoverable amount, not to exceed the carrying amount that would have been determined
had no impairment loss been recognised for the investment in prior years and an impairment loss reversal
is recognised immediately in the income statement.
The Company’s principal subsidiary is Vodafone European Investments (“VEI”). For
the purposes of VEI’s
impairment assessment, the Group’s operations are considered to be a single cash generating unit (‘CGU’)
held within VEI. In the impairment assessment of the investment in VEI, the Company applies the same
methodology and assumptions used by the Group for goodwill impairment testing purposes, as set out in
note 4 ‘Impairment losses’ to the consolidated financial statements. The pooling of the Company’s
interests within a single CGU significantly reduces the risk that movements in individual assumptions used
during the goodwill impairment testing will impact the result of the investment impairment assessment.
Whilst the underlying assumptions used are a source of estimation uncertainty, they do not give rise to a
significant risk of adjustment within the next financial year. For remaining investments, the recoverable
amount is determined based on the net asset position of the investees.
Shares in Group undertakings
2025
2024
€m
€m
Cost
1 April
84,253
84,471
Additions
67
–
Disposals
–
(261)
Capital contributions arising from share-based payments
110
115
Contributions received in relation to share-based payments
(81)
(72)
31 March
84,349
84,253
Amounts provided for:
1 April
783
1,044
Eliminated on disposals
–
(261)
Impairment reversal
1
(754)
–
31 March
29
783
Net book value
31 March
84,320
83,470
Note:
1. Reversal of impairment previously recognised for Vodafone UK Investments Limited to a carrying value of €4,768 million, due to an
increase in net assets.
At 31 March 2025 the Company had the following principal subsidiary:
Country of
Percentage
Name
Principal activity
incorporation
shareholding
Vodafone European Investments
Holding company
England
100
Details of direct and indirect related undertakings are set out in note 31 ‘Related undertakings’ to the
consolidated financial statements.
209
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
210
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Accounting policies
Amounts owed by subsidiaries are classified and recorded at amortised cost and reduced by allowances for
expected credit losses. Estimated future credit losses are first recorded on initial recognition of a receivable and
are based on estimated probability of default. Individual balances are written off when management deems them
not to be collectible. Derivative financial instruments are measured at fair value through profit and loss.
2025
2024
€m
€m
Amounts falling due within one year
Amounts owed by subsidiaries
1
73,608
65,272
Taxation recoverable
2
156
185
Other debtors
100
4
Derivative financial instruments
148
241
74,012
65,702
Amounts falling due after more than one year
Deferred tax
–
5
Other debtors
5
8
Derivative financial instruments
4,064
4,012
4,069
4,025
Notes:
1. Amounts owned by subsidiaries are unsecured, have no fixed date of repayment and are repayable on demand with sufficient liquidity in the
Group to flow funds if required. The expected credit losses are considered to be immaterial.
2. Primarily relates to amounts owed by Group companies due to Group relief.
4. Other investments
Accounting policies
Investments are classified and measured at amortised cost using the effective interest rate method, less any
impairment.
2025
2024
€m
€m
Collateral
1,010
766
3. Debtors
5. Creditors
Accounting policies
Capital market and bank borrowings
Interest-bearing loans and overdrafts are initially measured at fair value (which is equal to cost at inception) and
are subsequently measured at amortised cost using the effective interest rate method, except where they are
identified as a hedged item in a designated fair value hedge relationship. Any difference between the proceeds
net of transaction costs and the amount due on settlement or redemption of borrowings is recognised over the
term of the borrowing.
Re-presented
1
2025
2024
€m
€m
Amounts falling due within one year
Bonds
1,529
361
Bank loans
3
–
Bank borrowings secured against Indian assets
–
1,720
Other borrowings
25
26
Collateral liabilities
2,283
2,622
Accruals and deferred income
2
132
3
Amounts owed to subsidiaries
3
78,828
62,153
Contract liabilities
25
–
Derivative financial instruments
123
56
82,948
66,941
Amounts falling due after more than one year
Bonds
32,741
38,586
Bank loans
600
2
Deferred tax
93
128
Amounts owed to subsidiaries
4
2,131
1,796
Contract liabilities
268
–
Derivative financial instruments
1,908
1,646
37,741
42,158
Notes:
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 creditors falling due within one year and creditors falling due after more than one year. 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 €132 million (2024: €nil) payable in relation to the irrevocable and non-discretionary share buyback programme announced in
February 2025.
3. Amounts owed to subsidiaries are unsecured, have no fixed date of repayment and are repayable on demand.
4. Amounts payable with a fixed interest rate range of 3.25% and 4% and maturity ranging from 2029 to 2043.
Included in total amounts falling due after more than one year are bonds of €32,741 million (2024
re-presented
1
: €38,586 million), of which €28,824 million (2024 re-presented
1
: €29,979 million) are due in more
than five years from 31 March 2025 and are payable otherwise than by instalments. Interest payable on these
bonds ranges from 0.5% to 8.0% (2024: 0.375% to 8.0%).
6. Called up share capital
Accounting policies
Equity instruments issued by the Company are recorded at the amount of the proceeds received, net of direct
issuance costs.
2025
2024
Number
€m
Number
€m
Ordinary shares of 20
20
⁄
21
US cents
each allotted, issued and fully paid:
1,2
1 April
28,818,683,808
4,797
28,818,256,058
4,797
Allotted during the year
455,190
–
427,750
–
Cancelled during the year
(2,430,853,096)
(478)
–
–
31 March
26,388,285,902
4,319
28,818,683,808
4,797
Notes:
1.
At 31 March 2025, there were 50,000 (2024: 50,000) 7% cumulative fixed rate shares of £1 each in issue.
2.
At 31 March 2025, the Group held 1,416,813,312 (2024: 1,738,561,954) treasury shares with a nominal value of €232 million (2024:
€289 million). The market value of shares held was €1,234 million (2024: €1,434 million). During the year, 99,750,090 (2024:
87,129,475) treasury shares were reissued under Group share schemes and 2,208,854,544 (2024: nil) shares were repurchased
following the disposal of Vodafone Spain.
Share buyback programme
On 20 May 2025, the Company commenced a programme to repurchase its ordinary share capital up to a
maximum consideration of €500 million.
The programme will end no later than 23 July 2025.
7. Share-based payments
Accounting policies
The Group operates a number of equity-settled share-based payment plans for the employees of subsidiaries
using the Company’s equity instruments. The fair value of the compensation given in respect of these share-
based payment plans is recognised as a capital contribution to the Company’s subsidiaries over the vesting
period. The capital contribution is reduced by any payments received from subsidiaries in respect of these share-
based payments.
The Company currently uses a number of equity-settled share plans to grant options and shares to the Directors
and employees of its subsidiaries.
At 31 March 2025 the Company had 65 million ordinary share options outstanding (2024: 70 million).
The Company has made capital contributions to its subsidiaries in relation to share-based payments. At 31 March
2025, the cumulative capital contribution net of payments received from subsidiaries was €333 million (2024:
€304 million). During the year ended 31 March 2025, the total capital contribution arising from share-based
payments was €110 million (2024: €115 million), with payments of €81 million (2024: €72 million) received
from subsidiaries.
Full details of share-based payments, share option schemes and share plans are disclosed in note 26 ‘Share-
based payments’ to the consolidated financial statements.
8. Reserves
The Board is responsible for the Group’s capital management including the approval of dividends. This includes
an assessment of both the level of reserves legally available for distribution and consideration as to whether the
Company would be solvent and retain sufficient liquidity following any proposed distribution.
As Vodafone Group Plc is a Group holding company with no direct operations, its ability to make shareholder
distributions is dependent on its ability to receive funds for such purposes from its subsidiaries in a manner which
creates profits available for distribution for the Company. The major factors that impact the ability of the
Company to access profits held in subsidiary companies to fulfil its needs for distributable reserves on an
ongoing basis include:
−
the absolute size of the profit pools either currently available for distribution or capable of realisation into
distributable reserves in the relevant entities;
−
the location of these entities in the Group’s corporate structure;
−
profit and cash flow generation in those entities; and
−
the risk of adverse changes in business valuations giving rise to investment impairment charges, reducing
profits available for distribution.
The Group’s consolidated reserves set out on pages 129 and 130 do not reflect the profits available for
distribution in the Group.
9. Equity dividends
Accounting policies
Dividends paid and received are included in the Company financial statements in the period in which the related
dividends are actually paid or received or, in respect of the Company’s final dividend for the year, approved by
shareholders.
2025
2024
€m
€m
Declared during the financial year
Final dividend for the year ended 31 March 2024: 4.50 eurocents per share
(2023: 4.50 eurocents per share)
1,212
1,215
Interim dividend for the year ended 31 March 2025: 2.25 eurocents per share
(2024: 4.50 eurocents per share)
583
1,218
1,795
2,433
Proposed after the balance sheet date and not recognised as a liability
Final dividend for the year ended 31 March 2025: 2.25 eurocents per share
(2024: 4.50 eurocents per share)
558
1,219
211
Strategic report
Governance
Financials
Other information
Vodafone Group Plc
Annual Report 2025
212
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
10. Guarantees, contingent liabilities and legal proceedings
11. Other matters
2025
2024
€m
€m
Performance and payment bonds
1
1,313
1,399
Guarantees
2
1,518
1,566
Notes:
1. Performance and payment bonds represent letter of credit arrangements provided to other Group companies.
2.
Principally comprises Vodafone Group Plc’s guarantee of the Group’s share in a multicurrency loan facility, amounting to US$1 billion
and €0.6 billion (2024: US$1 billion and €0.6 billion), which forms part of its overall joint venture investment in TPG Telecom Ltd (as
detailed in note 22 ‘Capital and financial risk management’ to the consolidated financial statements).
As detailed in note 25 ‘Post employment benefits’ to the consolidated financial statements, the Company is the
sponsor of the Group’s main defined benefit scheme in the UK, being the Vodafone Group UK Pension Scheme
(‘Vodafone UK plan’). The results, assets and liabilities associated with the Vodafone UK plan are recognised in
the financial statements of Vodafone Limited and Vodafone Group Services Limited.
As detailed in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements, the
Company has covenanted to provide security in favour of the trustees of the Vodafone Group UK Pension
Scheme and the trustees of THUS Plc Group Scheme.
Additionally, as detailed in note 32 ‘Subsidiaries exempt from audit’ to the consolidated financial statements, the
Company guarantees the debts and liabilities of certain of its UK subsidiaries at the balance sheet date in
accordance with section 479C of the Companies Act 2006.
Legal proceedings
Details regarding certain legal actions which involve the Company are set out in note 29 ‘Contingent liabilities
and legal proceedings’ to the consolidated financial statements.
The total remuneration of the Company’s auditor, Ernst & Young LLP and other member firms of Ernst & Young
Global Limited, during the year ended 31 March 2025 was €10 million (2024: €17 million). This comprised audit
fees of €8 million (2024: €7 million) and non-audit fees of €2 million (2024: €10 million).
The Company had two (2024: two) employees during the year. The executive directors were remunerated by the
Company for their services to the Group as a whole. No remuneration was paid to them specifically in respect of
their services to Vodafone Group Plc for either year. Full details of the Directors’ remuneration are disclosed in
the ‘Annual Report on Remuneration’ in the Annual Report and in note 23 ‘Directors and key management
compensation’.
Vodafone Group Plc is incorporated and domiciled in England and Wales (registration number 1833679). The
registered address of the Company is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
-
-
Strategic report
Governance
Vodafone Group Plc
Annual Report 2025
213
Non GAAP measures
Unaudited information
Non-GAAP measure
Defined on
page
Closest equivalent GAAP
measure
Reconciled on
page
Gross debt
Page 218
Borrowings
Page 219
Net debt
Page 218
Borrowings less cash and
Page 219
cash equivalents
Pre-tax ROCE (controlled)
Page 219
ROCE calculated using
Page 220
GAAP measures
Post-tax ROCE (controlled and
Page 219
ROCE calculated using
Page 220
associates/joint ventures)
GAAP measures
Financing and Taxation metrics
Adjusted net financing costs
Page 221
Net financing costs
Page 24
Adjusted profit before taxation
Page 221
Profit before taxation
Page 221
Adjusted income tax expense
Page 221
Income tax expense
Page 221
Adjusted effective tax rate
Page 221
Income tax expense
Page 221
Adjusted share of results of equity
Page 221
Share of results of equity
Page 222
accounted associates and joint ventures
accounted associates and
joint ventures
Adjusted share of results of equity
Page 221
Share of results of equity
Page 222
accounted associates and joint ventures
accounted associates and
used in post-tax ROCE
joint ventures
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.
Defined on
Closest equivalent GAAP
Reconciled on
Non-GAAP measure
page
measure
page
Performance metrics
Organic revenue growth
Organic service revenue growth
Organic mobile service revenue growth
Organic fixed service revenue growth
Organic Vodafone Business service
revenue growth
Organic financial services revenue
growth in South Africa
M-Pesa revenue
Service revenue growth in Türkiye
excluding the impact of the
hyperinflationary adjustments
Group Adjusted EBITDAaL
Organic Adjusted EBITDAaL growth
Page 214
Revenue
Page 214
Service revenue
Page 214
Service revenue
Page 214
Service revenue
Page 214
Service revenue
Page 214
Service revenue
Page 214
Service revenue
Page 214
Service revenue
Page 214
Operating profit
Page 214
Not applicable
Pages 215 and
216
Pages 215 and
216
Pages 215 and
216
Pages 215 and
216
Pages 215 and
216
Page 215
Page 215
Pages 215 and
216
Page 139
Page 215
Other metrics
Adjusted profit attributable to owners of
Page 217
Profit attributable to
Page 217
the parent
owners of the parent
Adjusted basic earnings per share
Page 217
Basic earnings per share
Page 218
Cash flow, funding and capital
allocation metrics
Free cash flow
Page 218
Inflow from operating
Page 219
activities
Adjusted free cash flow
Page 218
Inflow from operating
Pages 26 and
activities
219
Financials
Other information
Other information
Financials
-
-
214
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Non GAAP measures
Unaudited information (continued)
Performance metrics
Non-GAAP measure
Purpose
Definition
Adjusted EBITDAaL
Adjusted EBITDAaL is used in
conjunction with financial measures
such as operating profit to assess our
operating performance and profitability.
It is a key external metric used by the
investor community to assess
performance of our operations.
It is our segment performance measure
in accordance with IFRS 8 (Operating
Segments).
Adjusted EBITDAaL margin
Adjusted EBITDAaL margin is Adjusted EBITDAaL divided by Revenue.
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 Group.
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’.
Financials
Other information
-
-
Strategic report
Governance
Vodafone Group Plc
Annual Report 2025
215
Non GAAP measures
Unaudited information (continued)
Reported
M&A and
Foreign
Organic
Reported
M&A and
Foreign
Organic
Year ended 31 March 2025
FY24
€m
growth
%
Other
pps
exchange
pps
growth
%
Year ended 31 March 2025
FY24
€m
growth
%
Other
pps
exchange
pps
growth
%
Service revenue
Adjusted EBITDAaL
Germany
10,876
11,453
(5.0)
–
–
(5.0)
Germany
4,384
5,017
(12.6)
-
-
(12.6)
Mobile service revenue
4,998
5,059
(1.2)
–
–
(1.2)
UK
1,558
1,408
10.7
-
(2.8)
7.9
Fixed service revenue
5,878
6,394
(8.1)
–
–
(8.1)
Other Europe
1,510
1,516
(0.4)
-
0.4
-
UK
5,887
5,631
4.5
–
(2.6)
1.9
T
ü
rkiye
842
510
65.1
16.7
28.7
110.5
Mobile service revenue
4,261
4,142
2.9
–
(2.6)
0.3
Africa
2,593
2,539
2.1
-
8.1
10.2
Fixed service revenue
1,626
1,489
9.2
–
(2.7)
6.5
Common Functions
45
29
Other Europe
4,805
4,722
1.8
-
0.3
2.1
Eliminations
–
–
T
ü
rkiye
1
2,484
1,746
42.3
16.5
24.6
83.4
Group
10,932
11,019
(0.8)
1.1
2.2
2.5
Africa
6,172
5,951
3.7
–
7.6
11.3
Common Functions
663
559
Percentage point change in Adjusted
Eliminations
(129)
(150)
EBITDAaL margin
Total service revenue
30,758
29,912
2.8
0.4
1.9
5.1
Germany
36.0%
38.7%
(2.7)
-
-
(2.7)
Other revenue
6,690
6,805
UK
22.0%
20.6%
1.4
-
-
1.4
Revenue
37,448
36,717
2.0
0.4
1.6
4.0
Other Europe
26.5%
27.5%
(1.0)
-
-
(1.0)
T
ü
rkiye
27.3%
21.6%
5.7
1.0
-
6.7
Other growth metrics
Africa
33.3%
34.2%
(0.9)
-
0.7
(0.2)
Vodafone Business ('VB') - Service revenue
8,003
7,735
3.5
0.1
0.4
4.0
Group
29.2%
30.0%
(0.8)
0.2
0.2
(0.4)
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
T
ü
rkiye - 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
FY25
€m
FY25
€m
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%.
Other information
Financials
-
-
216
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Non GAAP measures
Unaudited information (continued)
Q3 FY25
€m
Reported
M&A and
Foreign
Quarter ended 31 March 2025
Q4 FY25
Q4 FY24
growth
Other
exchange
€m
€m
%
pps
pps
Organic
growth
%
(6.0)
(1.2)
(9.7)
3.1
1.8
6.4
0.8
73.2
13.5
Quarter ended 31 December 2024
Service revenue
Germany
Mobile service revenue
Fixed service revenue
UK
Mobile service revenue
Fixed service revenue
Other Europe
T
ü
rkiye
1
Africa
Common Functions
Eliminations
Q3 FY24
€m
2,892
1,272
1,620
1,400
1,034
366
1,175
393
1,543
137
(35)
Reported
growth
%
(6.4)
(1.0)
(10.7)
7.6
6.0
12.3
2.2
97.5
4.1
M&A and
Other
pps
–
–
–
–
–
–
–
13.7
–
Foreign
exchange
pps
–
–
–
(4.3)
(4.2)
(4.7)
0.4
(27.8)
7.5
Organic
growth
%
(6.4)
(1.0)
(10.7)
3.3
1.8
7.6
2.6
83.4
11.6
Service revenue
Germany
2,670
2,839
(6.0)
–
–
Mobile service revenue
1,242
1,257
(1.2)
–
–
Fixed service revenue
1,428
1,582
(9.7)
–
–
UK
1,489
1,409
5.7
–
(2.6)
Mobile service revenue
1,057
1,012
4.4
–
(2.6)
Fixed service revenue
432
397
8.8
–
(2.4)
Other Europe
1,194
1,181
1.1
–
(0.3)
T
ü
rkiye
1
605
525
15.2
22.1
35.9
Africa
1,614
1,484
8.8
–
4.7
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
T
ü
rkiye - 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
Adjusted EBITDAaL
2,693
2,797
(3.7)
1.8
2.2
0.3
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%).
2,706
1,259
1,447
1,507
1,096
411
1,201
776
1,607
165
(33)
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
T
ü
rkiye - 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
Adjusted EBITDAaL
2,828
2,795
1.2
(1.2)
2.2
2.2
Financials
Other information
-
-
Strategic report
Governance
Vodafone Group Plc
Annual Report 2025
217
FY25
FY24
Reported
Adjustments
Adjusted
Reported
Adjustments
Adjusted
€m
€m
€m
€m
€m
€m
Non GAAP measures
Unaudited information (continued)
Other metrics
Non-GAAP measure
Purpose
Definition
Adjusted profit
attributable to
owners of the parent
Adjusted basic
earnings per share
This metric is used in the calculation of
Adjusted basic earnings per share.
This performance measure is used in
discussions with the investor
community.
Adjusted profit attributable to owners of
the parent excludes restructuring costs
arising from discrete restructuring plans,
amortisation of customer bases and
brand intangible assets, impairment
losses/reversals, other income and
expense, mark-to-market and foreign
exchange movements and fair value
movements on Other investments
through profit and loss, together with
related tax effects.
Adjusted basic earnings per share is
Adjusted profit attributable to owners of
the parent divided by the weighted
average number of shares outstanding.
This is the same denominator used
when calculating basic earnings per
share.
Adjusted EBITDAaL and Adjusted profit attributable to owners of the parent
The table below reconciles Adjusted EBITDAaL and Adjusted profit attributable to owners of the parent to their
closest equivalent GAAP measures, being Operating profit and Profit attributable to owners of the parent,
respectively.
Adjusted EBITDAaL
10,932
–
10,932
11,019
–
11,019
Restructuring costs
(164)
164
–
(703)
703
–
Interest on lease liabilities
488
–
488
440
–
440
Loss on disposal of property, plant &
equipment and intangible assets
(25)
–
(25)
(34)
–
(34)
Depreciation and amortisation on
owned assets
1
(7,569)
605
(6,964)
(7,397)
606
(6,791)
Share of results of equity accounted
associates and joint ventures
2
(123)
276
153
(96)
323
227
Impairment (charge)/reversal
(4,515)
4,515
–
64
(64)
–
Other income
565
(565)
–
372
(372)
–
Operating (loss)/profit
(411)
4,995
4,584
3,665
1,196
4,861
Investment income
864
(247)
617
581
–
581
Financing costs
3
(1,931)
(1)
(1,932)
(2,626)
270
(2,356)
(Loss)/profit before taxation
Income tax expense
4
(1,478)
(2,246)
4,747
1,458
3,269
(788)
1,620
(50)
1,466
(650)
3,086
(700)
(Loss)/profit for the financial year -
Continuing operations
(3,724)
6,205
2,481
1,570
816
2,386
Loss for the financial year - Discontinued
operations
(22)
22
–
(65)
65
–
(Loss)/profit for the financial year
(3,746)
6,227
2,481
1,505
881
2,386
(Loss)/profit attributable to:
- Owners of the parent (Continuing)
(4,147)
6,205
2,058
1,205
816
2,021
- Owners of the parent (Total Group)
(4,169)
6,227
2,058
1,140
881
2,021
- Non-controlling interests
423
–
423
365
–
365
(Loss)/profit for the financial year
(3,746)
6,227
2,481
1,505
881
2,386
Notes:
1. Depreciation and amortisation on owned assets excludes depreciation on leased assets and loss on disposal of leased assets included
within Adjusted EBITDAaL. See page 222 for an analysis of depreciation and amortisation. The adjustment of €605 million (FY24: €606
million) relates to amortisation of customer bases and brand intangible assets.
2. See page 222 for a breakdown of the adjustments to Share of results of equity accounted associates and joint ventures to derive
Adjusted share of results of equity accounted associates and joint ventures.
3. See ‘Net financing costs’ on page 24 for further analysis.
4. See ‘Adjusted tax metrics’ on page 221 for further analysis.
Other information
Financials
-
-
218
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Cash flow, funding and capital allocation metrics
Adjusted basic earnings per share
Non-GAAP measure
Purpose
Definition
The reconciliation of Adjusted basic earnings per share to the closest equivalent GAAP measure, Basic
Free cash flow
Internal performance reporting.
Free cash flow is Adjusted EBITDAaL
earnings per share, is provided below.
External metric used by the investor
after cash flows in relation to capital
FY25
FY24
community.
additions, working capital movements
€m
€m
Assists comparability with other
including in respect of capital additions,
(Loss)/profit attributable to owners of the parent
Adjusted profit attributable to owners of the parent
(4,169)
2,058
1,140
2,021
companies, although our metric may
not be directly comparable to similarly
disposal of property, plant and
equipment and intangible assets,
Weighted average number of shares outstanding - Basic
Million
26,149
Million
27,056
titled measures used by other
companies.
integration capital additions and
restructuring costs, together with
related working capital, licences and
Basic (loss)/earnings per share
Adjusted basic earnings per share
eurocent
eurocent
(15.94)c
4.21c
7.87c
7.47c
spectrum, interest received and paid
(excluding interest on bank borrowings
secured against Indian assets), taxation,
dividends received from associates and
joint ventures, dividends paid to non-
controlling shareholders in subsidiaries,
payments in respect of lease liabilities
and other.
Adjusted free cash
Internal performance reporting.
Adjusted free cash flow is Free cash flow
flow
External metric used by the investor
before licences and spectrum,
community.
restructuring costs arising from discrete
Setting director and management
restructuring plans, integration capital
remuneration.
additions and working capital related
Key external metric used to evaluate
items and M&A.
liquidity and the cash generated by our
operations.
Gross debt
Prominent metric used by debt rating
Non-current borrowings and current
agencies and the investor community.
borrowings, excluding lease liabilities,
collateral liabilities and borrowings
specifically secured against Indian
assets.
Net debt
Prominent metric used by debt rating
Gross debt less cash and cash
agencies and the investor community.
equivalents, short-term investments,
non-current investments in sovereign
securities, derivative financial
instruments excluding mark-to-market
adjustments and net collateral assets.
Non GAAP measures
Unaudited information (continued)
Financials
Other information
-
-
Strategic report
Governance
Vodafone Group Plc
Annual Report 2025
219
Non GAAP measures
Unaudited information (continued)
Cash flow and funding
The table below presents the reconciliation between Inflow from operating activities and Free cash flow.
FY25
FY24
€m
€m
Inflow from operating activities
15,373
16,557
Net tax paid
901
724
Cashflows from discontinued operations
(1,657)
(3,296)
Cash generated by operations
14,617
13,985
Capital additions
(6,862)
(6,331)
Working capital movement in respect of capital additions
404
(141)
Disposal of property, plant and equipment and intangible assets
9
14
Integration capital additions
(31)
(81)
Working capital movement in respect of integration capital additions
8
(37)
Licences and spectrum
(421)
(454)
Interest received and paid
1
(1,598)
(1,685)
Taxation
(728)
(724)
Dividends received from associates and joint ventures
530
442
Dividends paid to non-controlling shareholders in subsidiaries
(249)
(260)
Payments in respect of lease liabilities
(3,288)
(3,135)
Payment for the future use of the Vodafone brand in Italy and Spain
(491)
–
Other
(50)
190
Free cash flow
1,850
1,783
Note:
1. Includes interest on lease liabilities of €451 million (FY24: €406 million), excluding discontinued operations.
The table below presents the reconciliation between Borrowings, Gross debt and Net debt.
Year-end
FY24
€m
Year-end
FY25
€m
Borrowings
(53,143)
(56,987)
Lease liabilities
10,826
9,672
Bank borrowings secured against Indian assets
–
1,720
Collateral liabilities
2,357
2,628
Gross debt
(39,960)
(42,967)
Collateral liabilities
(2,357)
(2,628)
Cash and cash equivalents
11,001
6,183
Non-current investments in sovereign securities
913
–
Short-term investments
5,280
3,225
Collateral assets
1,010
741
Derivative financial instruments
2,291
2,702
Less mark-to-market gains deferred in hedge reserves
(575)
(498)
Net debt
(22,397)
(33,242)
Return on Capital Employed
Non-GAAP measure
Purpose
Definition
Return on Capital
ROCE is a metric used by
Employed (‘ROCE’)
the investor community
and reflects how efficiently
we are generating profit
with the capital we deploy.
Pre-tax ROCE
As above.
(controlled)
Post-tax ROCE
(controlled and
associates/joint
ventures)
We calculate ROCE by dividing Operating profit by
the average of capital employed as reported in the
consolidated statement of financial position. Capital
employed includes borrowings, cash and cash
equivalents, derivative financial instruments
included in trade and other receivables/payables,
short-term investments, non-current investments in
sovereign securities, collateral assets, financial
liabilities under put option arrangements and equity.
We calculate pre-tax ROCE (controlled) by using
Operating profit excluding interest on lease
liabilities, restructuring costs arising from discrete
restructuring plans, impairment losses/reversals,
other income and expense, the impact of
hyperinflationary adjustments and the share of
results of equity accounted associates and joint
ventures. On a post-tax basis, the measure includes
our Adjusted share of results from associates and
joint ventures and a notional tax charge. Capital is
equivalent to net operating assets and is based on
the average of month end capital employed
balances during the period of: property, plant and
equipment (including leased assets and lease
liabilities), intangible assets (including goodwill),
operating working capital (including held for sale
assets and excluding derivative balances) and
provisions, excluding the impact of hyperinflationary
adjustments. Other assets that do not directly
contribute to returns are excluded from this
measure and include other investments, current and
deferred tax balances and post employment
benefits. On a post-tax basis, ROCE also includes our
investments in associates and joint ventures.
Other information
Non-GAAP measures - Unaudited information (continued)
ROCE on a GAAP basis
The table below presents the calculation of ROCE using GAAP measures as reported in the consolidated income
statement and consolidated statement of financial position.
FY25
FY24
€m
€m
Operating (loss)/profit
1
(411)
3,665
Borrowings
53,143
56,987
Cash and cash equivalents
(11,001)
(6,183)
Derivative financial instruments included in trade and other receivables
(4,197)
(4,226)
Derivative financial instruments included in trade and other payables
1,906
1,524
Non-current investments in sovereign securities
(913)
–
Short-term investments
(5,280)
(3,225)
Collateral assets
(1,010)
(741)
Financial liabilities under put option arrangements
97
–
Equity
53,916
60,998
Capital employed at end of the year
86,661
105,134
Average capital employed for the year
95,898
107,771
ROCE on a GAAP basis
(0.4)%
3.4%
Note:
1.
Operating (loss)/profit includes Other income which includes merger and acquisition activity that is non-recurring in nature.
ROCE on a non-GAAP basis
The table below presents the calculation of ROCE using non-GAAP measures and reconciliations to the closest
equivalent GAAP measure.
FY25
FY24
€m
€m
Operating (loss)/profit
(411)
3,665
Interest on lease liabilities
(488)
(440)
Restructuring costs
164
703
Other income
(565)
(372)
Share of results of equity accounted associates and joint ventures
123
96
Impairment charge/(reversal)
4,515
(64)
Other adjustments
1
399
296
Adjusted operating profit for calculating pre-tax ROCE (controlled)
3,737
3,884
Adjusted share of results of equity accounted associates and joint ventures used in
post-tax ROCE
2
(159)
(116)
Notional tax at Adjusted effective tax rate
3
(905)
(923)
Adjusted operating profit for calculating post-tax ROCE (controlled and
associates/joint ventures)
2,673
2,845
Capital employed for calculating ROCE on a GAAP basis
86,661
105,134
Adjustments to exclude:
- Leases
(10,826)
(9,672)
- Deferred tax assets
(19,033)
(20,177)
- Deferred tax liabilities
798
699
- Taxation recoverable
(174)
(76)
- Taxation liabilities
578
393
- Other investments
(2,660)
(1,543)
- Associates and joint ventures
(6,796)
(10,032)
- Pension assets and liabilities
(55)
(76)
- Removal of capital employed related to discontinued operations
–
(12,129)
- Other adjustments
1
(1,193)
(1,009)
Adjusted capital employed for calculating pre-tax ROCE (controlled)
47,300
51,512
Associates and joint ventures
6,796
10,032
Adjusted capital employed for calculating post-tax ROCE (controlled and
associates/joint ventures)
54,096
61,544
Average capital employed for calculating pre-tax ROCE (controlled)
53,146
53,831
Average capital employed for calculating post-tax ROCE (controlled and
associates/joint ventures)
61,030
64,381
Pre-tax ROCE (controlled)
7.0%
7.2%
Post-tax ROCE (controlled and associates/joint ventures)
4.4%
4.4%
Notes:
1.
Comprises adjustments to exclude hyperinflationary accounting in Türkiye.
2.
Adjusted share of results of equity accounted associates and joint ventures used in post-tax ROCE is a non-GAAP measure and excludes
restructuring costs and other income.
3.
Includes tax at the Adjusted effective tax rate of 25.3% (FY24: 24.5%).
220
Financials
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
-
-
Strategic report
Governance
Vodafone Group Plc
Annual Report 2025
221
Non GAAP measures
Unaudited information (continued)
Financing and Taxation metrics
Non-GAAP measure
Purpose
Definition
Adjusted net
financing costs
Adjusted profit
before taxation
This metric is used by both
management and the investor
community.
This metric is used in the
calculation of Adjusted basic
earnings per share.
This metric is used in the
calculation of the Adjusted
effective tax rate (see below).
Adjusted income tax
This metric is used in the
expense
calculation of the Adjusted
effective tax rate (see below).
Adjusted net financing costs exclude mark-to-
market and foreign exchange gains/losses,
together with fair value movements on Other
investments through profit and loss.
Adjusted profit before taxation excludes the tax
effects of items excluded from Adjusted basic
earnings per share, including: impairment
losses/reversals, amortisation of customer
bases and brand intangible assets, restructuring
costs arising from discrete restructuring plans,
other income and expense, mark-to-market and
foreign exchange movements and fair value
movements on Other investments through
profit and loss.
Adjusted income tax expense excludes the tax
effects of items excluded from Adjusted basic
earnings per share, including: impairment
losses/reversals, amortisation of customer
bases and brand intangible assets, restructuring
costs arising from discrete restructuring plans,
other income and expense, mark-to-market and
foreign exchange movements and fair value
movements on Other investments through
profit and loss. It also excludes deferred tax
movements relating to tax losses in
Luxembourg as well as other significant one-off
items.
Adjusted effective
This metric is used by both
Adjusted income tax expense (see above)
tax rate
management and the investor
divided by Adjusted profit before taxation (see
community.
above).
Adjusted share of
This metric is used in the
Share of results of equity accounted associates
results of equity
calculation of Adjusted effective
and joint ventures excluding restructuring costs,
accounted
tax rate.
amortisation of acquired customer base and
associates and joint
brand intangible assets and other income and
ventures
expense.
Non-GAAP measure
Purpose
Definition
Adjusted share of
This metric is used in the
Share of results of equity accounted associates
results of equity
calculation of post-tax ROCE
and joint ventures excluding restructuring costs
accounted
(controlled and associates/joint
and other income and expense.
associates and joint
ventures).
ventures used in
post-tax ROCE
Adjusted tax metrics
The table below reconciles Profit before taxation and Income tax expense to Adjusted profit before taxation,
Adjusted income tax expense and Adjusted effective tax rate.
FY25
FY24
€m
€m
(Loss)/profit before taxation
(1,478)
1,620
Adjustments to derive Adjusted profit before tax
4,747
1,466
Adjusted profit before taxation
3,269
3,086
Adjusted share of results of equity accounted associates and joint ventures
(153)
(227)
Adjusted profit before tax for calculating Adjusted effective tax rate
3,116
2,859
Income tax expense
(2,246)
(50)
Tax on adjustments to derive Adjusted profit before tax
8
(342)
Adjustments:
- Deferred tax on use of Luxembourg losses in the year
423
598
- UK corporate interest restriction
16
78
- Tax relating to inflation-related adjustments in T
ü
rkiye
146
35
- Deferred tax on rate change in Luxembourg
718
–
- Settlement of the VISPL tax cases
185
–
- Other
(38)
–
- Deferred tax on recognition of Luxembourg losses in the year
–
(1,019)
Adjusted income tax expense for calculating Adjusted tax rate
(788)
(700)
Adjusted effective tax rate
25.3%
24.5%
Other information
Financials
-
-
-
222
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Non GAAP measures
Unaudited information (continued)
Additional information
Unaudited information
Adjusted share of results of equity accounted associates and joint ventures
The table below reconciles Adjusted share of results of equity accounted associates and joint ventures to the
closest GAAP equivalent, Share of results of equity accounted associates and joint ventures.
FY25
FY24
€m
€m
Share of results of equity accounted associates and joint ventures
(123)
(96)
Restructuring costs
21
7
Other income
(57)
(27)
Adjusted share of results of equity accounted associates and joint ventures used
in post-tax ROCE
(159)
(116)
Amortisation of acquired customer base and brand intangible assets
312
343
Adjusted share of results of equity accounted associates and joint ventures
153
227
Analysis of depreciation and amortisation
The table below presents an analysis of the different components of depreciation and amortisation discussed in
the document, reconciled to the GAAP amounts in the consolidated income statement.
FY25
FY24
€m
€m
Depreciation on leased assets - included in Adjusted EBITDAaL
3,205
3,003
Depreciation on leased assets - included in Restructuring costs
30
14
Depreciation on leased assets
3,235
3,017
Depreciation on owned assets
3,874
3,882
Amortisation of owned intangible assets
3,695
3,515
Depreciation and amortisation on owned assets
7,569
7,397
Total depreciation and amortisation on owned and leased assets
10,804
10,414
Loss on disposal of owned fixed assets
25
34
Loss on disposal of leased assets
(12)
–
Depreciation and amortisation - as recognised in the consolidated income
10,817
10,448
statement
Analysis of tangible and intangible additions
The table below presents an analysis of the different components of tangible and intangible additions discussed in
the document.
FY25
FY24
€m
€m
Capital additions
6,862
6,331
Integration related capital additions
31
81
Licence and spectrum additions
236
283
Additions
7,129
6,695
Intangible asset additions
2,655
2,622
Property, plant and equipment owned additions
4,474
4,073
Total additions
7,129
6,695
Vodafone Group Plc
Annual Report 2025
223
Strategic report
Governance
Financials
Other information
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
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
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
Shareholding
1
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
Vodafone Group Plc
Annual Report 2025
225
Strategic report
Governance
Financials
Other information
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.
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.
226
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Shareholder information
continued
Unaudited information
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.
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:
–
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;
–
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;
–
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.
–
the Contribution Agreement dated 14 June
2023 as amended on 31 May 2025 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 associated
service agreements; and
–
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.
Vodafone Group Plc
Annual Report 2025
227
Strategic report
Governance
Financials
Other information
Shareholder information
continued
Unaudited information
A US holder is a beneﬁcial owner of shares or ADSs
that is for US federal income tax purposes:
–
an individual citizen or resident of the United
States;
–
a US domestic corporation;
–
an estate, the income of which is subject to US
federal income tax regardless of its source; or
–
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.
228
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Shareholder information
continued
Unaudited information
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:
–
is a citizen of the US and is resident in the UK;
–
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);
–
is a US domestic corporation resident in the UK
by reason of being centrally managed and
controlled in the UK; or
–
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.
Vodafone Group Plc
Annual Report 2025
229
Strategic report
Governance
Financials
Other information
History and development
Unaudited information
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.
–
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.
–
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.
–
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.
–
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.
–
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.
–
Subsequent event: On 31 May 2025, Vodafone
UK completed it’s merger with Three UK.
Click here to view a simpliﬁed holding structure for
the Vodafone Group:
investors.vodafone.com/
VodafoneGroupHoldingStructure
Read more in our ﬁnancial statements, note 12
‘Investments in associate and joint arrangements’
Regulation
Unaudited information
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.
230
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Regulation
continued
Unaudited information
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.
Vodafone Group Plc
Annual Report 2025
231
Strategic report
Governance
Financials
Other information
Regulation
continued
Unaudited information
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 nο.
A1046/10-07-2024 has rejected the petition for
annulment of NRA’s (‘EETT’) decision. There is no
further right of appeal.
232
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Regulation
continued
Unaudited information
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.
Vodafone Group Plc
Annual Report 2025
233
Strategic report
Governance
Financials
Other information
Regulation
continued
Unaudited information
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.
234
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Regulation
continued
Unaudited information
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:
1.
All MTRs are based on end of ﬁnancial year values.
Vodafone Group Plc
Annual Report 2025
235
Strategic report
Governance
Financials
Other information
Regulation
continued
Unaudited information
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)
Germany
2x10 (2033)
2x10 (2030)
2x10(2033)
20 (2033)
2x25 (2033)
2x15
2
(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 2025
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 to
the Securities and Exchange Commission (‘SEC’) disclosure requirements for foreign private issuers.
The information in this guide will be updated and supplemented at the time of ﬁling with the SEC.
No other information in this document is included in the 2025 Annual Report on Form 20-F (‘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 2025
237
Form 20-F cross reference guide
continued
Unaudited information
Strategic report
Governance
Financials
Other 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 2025
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
–
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
Vodafone Group Plc
Annual Report 2025
239
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
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
–
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
–
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
–
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
–
19
Exhibits
Index to Exhibits
–
240
Vodafone Group Plc
Annual Report 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.
Vodafone Group Plc
Annual Report 2025
241
Strategic report
Governance
Financials
Other information
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.
IFRS
International Financial Reporting Standards.
Incoming revenue
Comprises revenue from termination rates for voice and messaging to
Vodafone customers.
Integration capital
additions
Capital additions incurred in relation to signiﬁcant changes in the operating model,
such as the integration of recently acquired subsidiaries.
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.
LTM
Last twelve months.
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.
242
Vodafone Group Plc
Annual Report 2025
Strategic report
Governance
Financials
Other information
Deﬁnition of terms
continued
Unaudited information
Mbps
Megabits (millions) of bits per second.
MDU
Multi-Dwelling Unit.
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.
Mobile service revenue
Service revenue (see below) relating to the provision of mobile services.
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.
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.
MSME
Micro, Small and Medium sized Enterprises.
Next-generation
networks (‘NGN’)
Fibre or cable networks typically providing high-speed broadband.
Net Promoter Score
(‘NPS’)
Net Promoter Score is a customer loyalty metric used to monitor customer satisfaction.
Operating expenses
Comprise primarily sales and distribution costs, network and IT-related expenditure and
business support costs.
Other Europe
Other Europe comprises Portugal, Ireland, Greece, Romania, Czech Republic and Albania.
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.
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.
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.
Petabyte
A petabyte is a measure of data usage. One petabyte is a million gigabytes.
Pps
Percentage points.
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.
Reported growth
Reported growth is based on amounts reported in euros and determined under IFRS.
Restructuring costs
Costs incurred by the Group following the implementation of discrete restructuring plans
to improve overall efﬁciency.
Retail service revenue
Retail service revenue comprises Service revenue excluding Mobile Virtual Network
Operator (‘MVNO’) and Fixed Virtual Network Operator (‘FVNO’) wholesale revenue.
Return on capital
employed (‘ROCE’)
Return on capital employed reﬂects how efﬁciently we are generating proﬁt with the
capital we deploy.
Revenue
The total of Service revenue (see below) and Other revenue (see above).
Roaming
Roaming allows customers to make calls, send and receive texts and data on our and
other operators’ mobile networks, usually while travelling abroad.
SD-WAN
Software-Deﬁned Wide Area Network.
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.
SME
Small and Medium sized Enterprises.
SoHo
Small ofﬁce / Home ofﬁce.
Spectrum
The radio frequency bands and channels assigned for telecommunication services.
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.
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.
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.
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.
WACC
Weighted average cost of capital.
Vodafone Group Plc
Annual Report 2025
243
Strategic report
Governance
Financials
Other information
Notes
244
Vodafone Group Plc
Annual Report 2025
Notes
Strategic report
Governance
Financials
Other information
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
Sustainability
vodafone.com/sustainability
Online Annual Report
vodafone.com/ar2025