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Strategic report
Governance
Financials
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Vodafone Group Plc Annual Report 2025
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 Compan y’s subsidiaries over the vesting period. The capital contribution is reduced by any payments received from subsidiaries in respect of these share- based payments.
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 page s 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
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).
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)
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 : €1 1 5 million), with payments of € 81 million (2024 : € 72 million) received from subsidiaries.
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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.
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