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For discussion related to our financial condition and results of operations for 2024 compared to 2023, refer to this Item 5—Operating and Financial Review and Prospects in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on April 25, 2025. The following discussion and analysis should be read in conjunction with our Audited Consolidated Financial Statements included in this Annual Report on Form 20-F. Our Audited Consolidated Financial Statements attached hereto have been prepared in accordance with IFRS as issued by the International Accounting Standards Board, effective at the time of preparing the Audited Consolidated Financial Statements and applied by VEON. For a discussion of the non-IFRS financial measures and performance indicators used herein, see Explanatory Note.
This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements due to numerous factors. See Item 3.D— Risk Factors.
Overview
VEON is a leading global provider of connectivity and digital services, currently headquartered in Dubai. Present in some of the world’s most dynamic markets, VEON currently provides more than 150 million customers with voice, fixed broadband, data and digital services. VEON, through its operating companies, offers services to customers in five countries: Pakistan; Ukraine; Kazakhstan; Uzbekistan;and Bangladesh. We provide services under the “Jazz,” “Kyivstar,” “Banglalink” and “Beeline” brands.
VEON generates revenue through the provision of comprehensive telecommunications and infrastructure services, including voice communications, fixed broadband, and data services, as well as digital services encompassing digital financial services, content streaming, ride-hailing platforms, digital healthcare solutions, cloud computing, and other value-added services. Products and services may be sold separately or in bundled packages.
Reportable Segments
VEON Ltd. is the parent company of a number of operating subsidiaries and holding companies in various jurisdictions. We organize the governance and management of our businesses on a geographical basis. Our reportable segments currently consist of the following five segments: Pakistan; Ukraine; Kazakhstan; Bangladesh; and Uzbekistan. We present our results of operations for “HQ and eliminations” and “Others” separately, although these are not reportable segments. “HQ, eliminations and Others” represents our operations in Kyrgyzstan, which have been sold during the year 2025 (For further details refer to Note 11 - Significant transactions to our Audited Consolidated Financial Statements), and transactions related to management activities within the Group in Amsterdam and Dubai and costs relating to centrally managed operations, and reconciles the results of our reportable segments and our total revenue, Adjusted EBITDA and capital expenditures excluding certain costs such as those for telecommunication licenses and right-of-use assets. See Note 2—Segment Information to our Audited Consolidated Financial Statements for further details.
Key Developments for the year ended December 31, 2025
VEON sale of its Pakistan tower portfolio to Engro Corp
On December 5, 2024, VEON announced that it is entering into a strategic partnership with Engro Corporation Limited (“Engro Corp”) with respect to the pooling and management of its infrastructure assets, starting in Pakistan. Under the partnership, VEON's infrastructure assets under Deodar (Private) Limited (“Deodar”), a wholly owned subsidiary of VEON, will vest into Engro Corp via a scheme of arrangement upon completion of conditions under the partnership which primarily include receipt of regulatory approvals from relevant Government authorities in Pakistan. VEON will continue to lease Deodar’s extensive infrastructure for the provision of nationwide mobile voice and data services under a long-term partnership agreement.
On June 3, 2025, upon successful completion of the transaction after all regulatory and other approvals were obtained, control over Deodar was assessed to be transferred to Engro Corp. Refer to Note 11—Significant transactions of these consolidated financial statements for further details.
Appointment of new Chief Financial Officer and equity award
On January 9, 2025, VEON announced the appointment of Burak Ozer as Group Chief Financial Officer (“Group CFO”), effective January 9, 2025. Burak succeeded Joop Brakenhoff, who continues to serve VEON as an Advisor to the Group CEO. On April 2, 2025, a service based one-off equity award of 250,000 shares was granted to Burak Ozer under the 2021 Deferred Share Plan. 50% of the award will vest on March 31, 2026, and the remaining 50% will vest on March 31, 2027.
Business combination agreement with Cohen Circle to list Kyivstar on Nasdaq
On January 13, 2025, VEON and Cohen Circle Acquisition Corp. I (“Cohen Circle”), a special purpose acquisition company (“SPAC”), announced the signing of an LOI to enter into a business combination with the aim of indirectly listing JSC Kyivstar ("Kyivstar"), a wholly owned subsidiary of Kyivstar Holdings B.V., formerly VEON Holdings B.V., ("Kyivstar Holdings"), on the Nasdaq Stock Market LLC (“Nasdaq”) in the United States.
On March 18, 2025, certain subsidiaries of VEON and Cohen Circle entered into a business combination agreement (the “BCA”) for the proposed business combination of Kyivstar Group Ltd. ("KGL"), a newly incorporated Bermudan company, and Cohen Circle. Pursuant to the terms of the BCA, VEON Amsterdam B.V. (“VEON Amsterdam”) sold Kyivstar Holdings and its subsidiaries to Kyivstar Group.
On August 14, 2025, Cohen Circle merged with a subsidiary of the Company, with Cohen Circle surviving. As part of this transaction, KGL, the parent company of Kyivstar, effectively acquired Cohen Circle’s net assets of approximately US$162 million (consisting of US$178 million in cash and liabilities of US$16 million in accrued transaction costs), in exchange for certain KGL common shares, vesting securities and warrants. As a result of the transaction, KGL recognized a listing expense calculated as the excess of the consideration transferred above the net assets of Cohen Circle. The listing expense of US$162 million was recognized in accordance with IFRS 2, Share-based payment ("IFRS 2"), and calculated based on the total fair value of equity issued of US$324 million, net of the Cohen Circle’s net assets acquired of US$162 million. As a result, VEON’s interest in KGL decreased from 100% to 89.6%. After the year ended December 31, 2025, on February 2, 2026, VEON’s ownership further decreased to 83.6%, following the completion of secondary public offering of common shares of KGL. Refer to Note 25—Events after the reporting period of these consolidated financial statements for further details.
Following the consummation of the business combination on August 14, 2025, the common shares and warrants of Kyivstar Group trade on Nasdaq under the ticker symbol “KYIV” and “KYIVW,” respectively. Refer to Note 11—Significant transactions of these consolidated financial statements for further discussion.
VEON Share Buyback Program
VEON’s Board of Directors approved a share buyback program of up to US$100 million on July 31, 2024. On March 24, 2025 VEON commenced the second phase of its previously announced share buyback program with respect to the Company’s ADSs. This second phase of the buyback was in the amount of up to US$35 million. The second phase of the share buyback program was launched after completion of the US$30 million first phase on January 27, 2025.
On June 16, 2025, VEON announced that it would commence the third phase of the share buyback program with respect to VEON's ADSs in the amount of up to US$35 million after the successful completion of the second phase on May 21, 2025. Cumulatively, all three phases of the program have resulted in the repurchase of 53,746,450 shares (which is the equivalent to 2,149,858 ADSs) for a cumulative amount of US$100 million. Refer to Note 21—Issued capital and reserves of these consolidated financial statements for further discussion.
On November 17, 2025, VEON announced that its Board of Directors authorized the commencement of a new buyback program. This buyback program enables the Company to buy back ADSs and/or outstanding bonds in an amount up to US$100 million. The final allocation between equity and debt securities will be determined by prevailing market conditions.
Unanimous Support from Noteholders Voting in Consent Solicitation
On January 30, 2025, VEON announced the successful completion of a bond consent solicitation process undertaken by VEON Holdings. Pursuant to this consent solicitation process, VEON secured approval from holders of its 2027 bonds (ISIN: Reg S: XS2824764521/ Rule 144A: XS2824766146) to substitute VEON Holdings with VEON Midco B.V. ("VEON MidCo") as the Issuer and to make certain other amendments to the terms and conditions of the Issuer’s Senior Unsecured Notes due November 25, 2027. At the January 30, 2025 meeting, 95.83% of the bonds were represented, and the proposal received unanimous support. VEON MidCo substituted VEON Holdings as the Issuer on April 8, 2025, upon completion of the demerger.
VEON’s Kyivstar Expands Digital Portfolio with Acquisition of Uklon, Ukraine’s Top Ride-Hailing Business
On March 19, 2025, VEON announced its wholly owned subsidiary Kyivstar signed an agreement to acquire Uklon group (“Uklon”), a leading Ukrainian ride-hailing and delivery platform. Kyivstar acquired 97% of Uklon shares for a total consideration of US$158 million upon the closing of the transaction. Kyivstar also entered into a symmetrical put and call option agreement for the remaining 3% interest in Uklon, which may be exercised during the period beginning on the third anniversary of completion and ending on the tenth anniversary of completion. The agreement was subject to customary closing conditions and approvals that were obtained on April 2, 2025 and the acquisition was completed. Refer to Note 11 - Significant transactions of these consolidated financial statements for further discussion.
Successful Syndication of US$210 Term Loan
On March 27, 2025 VEON announced the successful syndication of a 24-month, US$210 million senior unsecured term loan under a new facility agreement from a consortium of international lenders, including Industrial and Commercial Bank of China Standard Bank and leading Gulf Cooperation Council (“GCC”) banks. The facility will bear interest at Term Secured Overnight Funding Rate (“SOFR”) plus 425 bps. Following the legal demerger of VEON Holding, VEON Midco is the substituted borrower. The facility was fully drawn in early April 2025.
VEON Publishes 2024 Integrated Annual Report
On April 14, 2025 the Company announced the publication of its 2024 Integrated Annual Report (“IAR”), showcasing a year of strong operational and financial performance, and commitment to positive social impact. The IAR also provided the Company’s stakeholders with essential information ahead of the 2025 Annual General Meeting of Shareholders held on May 8, 2025 (the “2025 AGM”), including a summary of some of our key accomplishments during the 2024 reporting period and details of the Company’s corporate governance structure, as well as the Group’s unaudited remuneration report for the year ended December 31, 2024.
2024 Form 20-F filed with the SEC
The Company filed its Annual Report on Form 20-F for the year ended December 31, 2024 with the SEC on April 25, 2025.
Equity award to Key Management Personnel “KMP” Member
On April 28, 2025 a KMP member, was granted a Short-Term Incentive equity award of 118,850 common shares under the Deferred Share Plan. The award vested immediately upon its grant. Subsequently, on July 10, 2025 the award was modified to be a cash-settled award and settled by the Company.
Pakistan Mobile Communication Limited bilateral credit facilities
In April 2025, Pakistan Mobile Communication Limited (“PMCL”) signed and utilized PKR 5 billion (US$18 million) each from bilateral facilities from Bank Alfalah Limited and Habib Bank Limited, totaling PKR 10 billion (US$36 million). Each facility has a maturity of 10 years.
In May 2025, PMCL signed and utilized PKR 32 billion (US$113 million) from three bilateral facilities from Askari Bank Limited, Faysal Bank Limited and Meezan Bank Limited. Each facility has a maturity of 10 years.
Issuance of PKR Sukuk bond by PMCL
In April 2025, PMCL issued a short-term PKR sukuk bond, a Shariah-compliant financial certificate, of PKR 15 billion (US$53 million) having a maturity of six months.
VEON Shareholders Re-elect Board at 2025 AGM
Following the announcement on March 31, 2025 VEON held its 2025 AGM on May 8, 2025. During the AGM, VEON’s shareholders approved the re-election of the seven directors who served on VEON’s board of directors (the "Board") in the previous term. VEON welcomed back its founder Augie K. Fabela II, Andrei Gusev, Rt. Hon. Sir Brandon Lewis CBE, Duncan Perry, 70th U.S. Secretary of State Michael R. Pompeo, Michiel Soeting and VEON Group CEO Kaan Terzioglu to the
Board. Following the AGM, the new Board held its inaugural meeting, and re-elected VEON’s Founder Augie K. Fabela II as the Chairman for a second term.
Bangladesh Telecommunications Regulatory Commission Provision Release
In May 2025, VEON re-assessed the provision for Bangladesh Telecommunications Regulatory Commission (“BTRC”) claims related to revenue sharing. Based on the regulatory reform and supported by legal opinion, a release of BDT 3.58 billion (US$29 million) was recognized in selling, general and administrative expenses.
Approval of the Umbrella Incentive Plan and 2025 Grants to the KMP
In May 2025 the Remuneration Committee approved the VEON Umbrella Incentive Plan (“Umbrella Incentive Plan”). Following the HQ move to Dubai, this plan will help to establish a flexible, market-aligned framework that consolidates the Performance Share Award and Deferred Share Award plan rule into a single plan designed to support retention, reward performance, and align with shareholder interests.
Certain KMP members (excluding Omiyinka Doris, refer to discussion below) were granted a long-term incentive award for a total of 8,266,750 common shares under the Umbrella Incentive Plan in May 2025. These awards are subject to a market condition tied to an absolute share price target for a total of shares. These grants have a three-year vesting period with vesting scheduled for December 31, 2027.
Additionally, two rotational KMP members were granted a long-term incentive award for a total of 755,825 common shares on target under the Umbrella Incentive Plan in May 2025. These awards are subject to non-market performance condition scorecards for their respective operating company, also with a three-year vesting period ending on December 31, 2027.
Bangladesh Finance Ordinance 2025
On June 2, 2025 the Bangladesh tax authorities enacted the Bangladesh Finance Ordinance 2025. This adopted new legislation includes, amongst others, changes made to the calculation for the minimum taxes and the respective tax accounting treatment for these minimum taxes to be adjustable against future profits and treated as advance tax payments. This change in fiscal policy created a positive/release of selling, general and administrative expense, US$17 million impact on our consolidated income statement that was reflected in the second quarter of 2025.
Islamabad High Court adverse tax judgment against PMCL Deodar
During the quarter ended June 30, 2025 significant changes occurred in the tax environment relevant to the Deodar tax case. In May 2025, a new Tax Laws Amendment Ordinance was enacted granting the FBR broad enforcement powers. In April 2025, an adverse decision concerning another major operator in the telecommunications industry introduced new interpretations regarding the applicability of Section 97, conditions which did not exist as of March 31, 2025. Additionally, an adverse Islamabad High Court ruling related to PMCL Deodar was issued on June 11, 2025.
Following these developments, the Company, in line with its policy under IFRIC 23, Uncertainty over Income Tax Treatments, initiated a reassessment of its uncertain tax positions. The Company engaged external tax advisors to evaluate the impact of these new facts and circumstances. As a result, management updated its judgment regarding the Deodar tax case, reclassifying the risk from remote to probable, and recognized the related tax exposure as a provision. This reassessment constituted a change in estimate, which has been applied prospectively as required by IAS 8 and IFRIC 23. Subsequently, the Company proactively engaged with the tax authorities, seeking resolution via a composite settlement framework totaling US$158 million. A provision of US$36 million was already existing on PMCL's books, resulting in an additional tax expense of US$122 million recognized during the second quarter of 2025.
Changes to the KMP
On June 17, 2025, the Company announced that Omiyinka Doris chose to step aside from her role as Group General Counsel of the Company effective July 1, 2025. Omiyinka will continue as an Advisor to the Group Chief Executive Officer and will remain based in Amsterdam. Omiyinka has voluntarily surrendered, without consideration, all rights to the 2024 grant under the Long-Term Incentive Plan (“LTIP”) rules. This grant covered 2,055,292 common shares and was subject to a TSR performance condition, with a three-year vesting period scheduled to conclude on December 31, 2026.
Omiyinka was granted a one-time, service-based equity award under the Umbrella Plan. The new award, granted June 17, 2025, comprises 685,000 common shares and will vest as follows: 40% on February 28, 2026; 40% on October 31, 2026; and 20% on January 31, 2027.
Vitaly Shmakov was appointed as the Acting General Counsel effective July 1, 2025, based out of VEON's headquarters in DIFC, United Arab Emirates.
On November 6, 2025 the Company announced that Sebastian Rice has been appointed as Group General Counsel of the Company effective January 1, 2026. Sebastian will succeed the Group’s Acting General Counsel Vitaly Shmakov, who has been appointed as Chief Investment Officer.
VEON raises US$200 million in Private Bond Placement
On July 2, 2025 VEON announced that it completed the pricing of a private placement of US$200 million of senior unsecured notes due 2029 with institutional investors. The bond proceeds were received on July 15, 2025.
The notes, issued by VEON MidCo are priced at par and have an annual interest rate of 9%. The instrument’s credit rating from S&P and Fitch is BB-. The notes are guaranteed by VEON Amsterdam and rank pari passu with VEON HQ’s outstanding debt.
Sale of stake in Beeline Kyrgyzstan
On August 12, 2025 VEON announced that it completed the sale of Sky Mobile LLC, operating under the Beeline brand in Kyrgyzstan, to Open Joint Stock Company “Eldik Bank.” The transaction was completed following receipt of all necessary regulatory approvals. Refer to Note 11 - Significant transactions and Note 12 - Held for sale and discontinued operations of these consolidated financial statements for further discussion.
Announced acquisition of online classifieds business, OLX Kazakhstan
On October 21, 2025 VEON and OLX Group announced that Beeline Kazakhstan, has agreed to acquire 100% of the Kazakh online classifieds business i.e. OLX Kazakhstan (“OLX KZ”), from OLX Group for a total consideration of US$75 million. The acquisition enhances synergies within Beeline Kazakhstan’s digital ecosystem and remains subject to regulatory approvals and customary closing conditions and control has not yet been transferred to the Group.
KaR-Tel Limited Liability Partnership credit facilities
On October 24, 2025 KaR-Tel Limited Liability Partnership (“KaR-Tel”) signed two bilateral credit facility agreements with Bank RBK JSC of KZT40 billion (US$74 million) and KZT11 billion (US$21 million) respectively, with a maturity of 5 years. The interest rate for both facilities is based on the National Bank of Kazakhstan base rate, with the interest being fixed until maturity for each tranche drawn under the facilities. Kar-Tel utilized KZT15 billion (US$29 million) during October and November 2025.
For other significant investing and financing activities during the year ended December 31, 2025, refer to the sections “Investing activities of the Group” and “Financing activities of the Group” in our Audited Consolidated Financial Statements attached hereto.
Key Developments after the year ended December 31, 2025
Kyivstar Group Ltd. secondary public offering of shares held by VEON
On January 29, 2026, VEON announced the pricing of a secondary public offering of 12,500,000 common shares of KGL, it’s majority-owned subsidiary, comprising 12,100,000 shares held by VEON Amsterdam B.V. and 400,000 shares from other selling shareholders, at a public offering price of US$10.50 per share. The underwriters were granted a 30-day option to purchase up to an additional 1,875,000 shares from the other selling shareholders at the public offering price, less underwriting discounts and commissions. The offering, which was oversubscribed by five times, closed on February 2, 2026 with 14,375,000 common shares sold, including the full exercise of the underwriters' option. Following completion of the offering, VEON's ownership in KGL decreased from 89.6% to 83.6% and VEON received net proceeds of approximately US$140 million for general corporate purposes.
VEON’s Kyivstar Group Ltd. expands digital healthcare services with Acquisition of Tabletki.ua
On February 10, 2026, VEON announced its wholly owned subsidiary KGL, has signed a definitive agreement and completed the acquisition of 100% of Tabletki.ua for US$160 million, payable in Ukrainian hryvna in Ukraine. Tabletki.ua is one of Ukraine’s most widely used digital platforms for finding, comparing and reserving medicines and other products available at Ukrainian pharmacies. The initial purchase price accounting has not yet been completed at the date of the financial statements and as such, the estimated financial impact of this transaction is not yet available.
VEON’s Subsidiary Jazz Secures Largest Allocation with 190 MHz
On March 10, 2026, VEON announced that VEON’s subsidiary Jazz secured the allocation of 190 MHz after a successful mobile spectrum auction held in Pakistan. Payments for the spectrum awarded will be made in Pakistani Rupees (PKR) beginning in 2027, allowing time to deploy the required network technology, Jazz will pay the PKR equivalent of approximately US$240 million at the prevailing exchange rate.
VEON Announces Agreement with the Dhabi Group regarding historical claims under a Shareholders Agreement
On March 13, 2026, VEON announced that it had entered into an agreement with the Dhabi Group regarding historical claims under a Shareholders Agreement. As part of this agreement, VEON will welcome the Dhabi Group, whose principal is His Highness Sheikh Nahyan bin Mubarak Al Nahyan, as a shareholder in the Company. Under the terms of the agreement, Dhabi Group will fully withdraw all its claims and VEON has agreed to pay the Dhabi Group US$120 in cash plus US$30 equivalent in ADS (‘ADS Payment’). Additionally, twenty-four months after the date of agreement, VEON will make further cash payment (if any) equal to the difference of US$60 and the market value of the ADS Payment at future date. Accordingly, VEON recognized a provision for the amount that represents the estimated expected outflow of US$170, refer Note 9 - Provisions and Contingent Liabilities and Note 17 - Other Non-Operating Gain / (Loss) for further details.
For a complete discussion of the key developments after the year ended December 31, 2025, please refer to Note 25—Events after the Reporting Period of our Audited Consolidated Financial Statements attached hereto.
Factors Affecting Comparability and Results of Operations
Acquisitions, Dispositions and Divestitures
Our operating companies manage a variety of businesses independently. Occasionally, we acquire digital business or enhance our connectivity offerings through partnerships with other entities. At the Group level, we continuously evaluate the performance and potential of our digital and connectivity businesses. This evaluation sometimes leads us to execute partial or complete sales of entire businesses or to exit specific markets altogether.
We are also actively transitioning towards an asset-light business model by divesting our telecommunications network infrastructure and entering into long-term service agreements or passive network sharing agreements with other providers. Therefore, when comparing current results with previous years, it is essential to consider all acquisitions, dispositions, and divestitures completed during the relevant periods. Please refer to the Notes to our Audited Consolidated Financial Statements for a detailed discussion of these transactions. For instance, in 2022, we agreed to sell our Russian operations. In 2023, our net loss for the period was primarily due to this sale, which resulted in US$ 3.4 billion in cumulative currency translation losses reflected in equity in our other comprehensive income and impacted our income statement upon the completion of the disposal. Additionally, in 2024, we sold our 49% stake in Kazakh wholesale telecommunications infrastructure services provider, TNS Plus LLP ("TNS+") on September 30, 2024, included within the Kazakhstan operating segment, and as such, their results are excluded from our results of operations for the three months ended December 31, 2024. In March 2025, we acquired Uklon, which improved our digital revenue performance during the year ended December 31, 2025.
Foreign Currency Translation
Our results of operations, as presented in our Audited Consolidated Financial Statements are presented in U.S. dollars. In accordance with IAS 21 (“IAS 21”), The Effects of Changes in Foreign Exchange Rates, these U.S. dollar amounts are translated from other currencies using the current rate method of currency translation. Consequently, our results of operations are directly affected by increases or decreases in the value of the U.S. dollar and of local currencies. Material changes to such exchange rates occur periodically, including over the past three years, affecting the comparability of our results. See Item 11—Quantitative and Qualitative Disclosures about Market Risk for a further discussion.
Geopolitical Developments, including the ongoing war in Ukraine
The ongoing war in Ukraine has significantly impacted our Ukrainian business results. Our results for 2023, 2024 and 2025 have been affected and we anticipate future results to continue to be influenced by factors such as volatile foreign currency exchange rates, potential loss of some customers in Ukraine, the impact of sanctions and export control restrictions and numerous other factors. See Item 3.D— Risk Factors for a discussion on numerous categories of risk we face as a result of the war. As a result, our financial results for the past three fiscal years must account for the varying impacts the war in Ukraine has had on our operations in Ukraine each year.
The war has also had broader effects on Group operations and results, including increased maintenance expenditures to maintain, and repair damage to our mobile and fixed-line telecommunications infrastructure in Ukraine resulting from the war; increased costs of borrowings for group debt; technical difficulties in servicing our existing debt leading to the 2024 consent solicitation regarding our existing bonds; previously trusted business partners no longer wanting to (or being reluctant to) transact with VEON; decline in revenue generation from MTRs charged to Ukrainian customers with the adoption of “Roam Like at Home” services; and increased group-wide focus and spend on our Ukrainian business. VEON did not experience these difficulties before the war began.
Additionally, we have also faced disruptions in other markets due to other geopolitical events. Notably, the recent unrest and political transition in Bangladesh have significantly impacted our operations. During July and August 2024, Bangladesh experienced heightened political uncertainty, leading to data network shutdowns affecting our Bangladesh subsidiary. These disruptions were linked to mass protests, civil unrest and riots that ultimately resulted in the fall of the government of Prime Minister Shiekh Hasina and the establishment of an interim government. A deterioration of prospects in a particular business can also lead to impairments. Further, in 2025, our operations in Pakistan were affected by armed clashes between Pakistani security forces and Afghan Taliban militants in border regions.
Tax
We operate in jurisdictions where tax positions can be uncertain. Occasionally, authorities challenge our tax declarations or subject us to lengthy tax audits. This can result in a significant tax expenditure for a given year, which differ from prior years' tax positions. Additionally, changes in tax legislation or in their interpretations also have effect on the comparability of our results across different periods.
Capital expenditures for our connectivity businesses
We believe each of our connectivity businesses are well-invested, so our group capital expenditures are primarily focused on maintaining current business operations rather than updating assets to grow our business or increase efficiency. However, these maintenance capital expenditures are not evenly distributed over time, as repairs, even normal wear-and-tear for example, may by happenstance occur in one particular year and not others. In addition, a critical aspect of operating a telecommunications company is obtaining spectrum and a license from the government to operate. These costs can be significant and do not fall evenly across periods, as spectrum purchases and license fees typically take place only once every few years, leading to fluctuations in expenditures across different periods.
Growth of our Digital Businesses and Execution of Other Business Strategies
Our portfolio of digital offerings is expanding and represents a growing share of group revenues. For example, in the year ended December 31, 2025 our direct digital revenues were US$762 million, compared to US$466 million during the year ended December 31, 2024. If we continue on this trajectory, our future results will continue to be less comparable to prior years in that respect.
Additionally, other changes to our results of operations driven by execution of various business strategies, such as cost-saving initiatives or new pricing strategies, will also affect the comparability of our results across different periods.
Trends, Uncertainties, Demands, Commitments and Events
As a global company with telecommunications and digital businesses across various markets worldwide, we are influenced by a wide range of international economic developments. Unfavorable economic conditions can significantly affect our customers, including their spending patterns. Economic downturns in our markets could also lead to increased operating costs, hinder our ability to execute business strategies, impact our liquidity, or prevent us from meeting unexpected financial requirements.
In recent periods, persistent inflationary pressures, and evolving global trade policies (including the introduction and adjustment of U.S. tariff regimes during 2025 and related retaliatory measures) have contributed to supply‑chain disruptions and increased costs of goods in several of our markets. These external conditions have affected consumer purchasing power and spending patterns differently across reporting periods, which may limit the comparability of financial results year over year.
In addition to these broader macroeconomic factors, discrete one‑off events can also materially distort comparability. For example, the December 2023 cyber‑attack on Kyivstar and the subsequent customer retention and “Free of Charge” programs resulted in significant revenue and EBITDA impacts across 2023 and the first half of 2024, with no corresponding impact in later periods. Events of this nature—whether cyber incidents, operational disruptions, regulatory actions, or other extraordinary items—may cause fluctuations in revenue, operating expenses, customer behavior, and margin performance that do not reflect underlying operational trends. As a result, both macroeconomic developments and one‑off events may affect the comparability of our results across reporting periods, complicating interpretation of year‑over‑year changes.
Results of Operations
In this section, we discuss the results of our operations for the year ended December 31, 2025, compared to the year ended December 31, 2024. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Item 5, "Operating and Financial Review and Prospects" in our Annual Report on Form 20-F for the year ended December 31, 2024, which was filed with the SEC on April 25, 2025.
Year ended December 31,
In millions of U.S. dollars 2025 2024 2023
Consolidated income statement data:
Revenue 4,399 4,004 3,698
Cost of services, equipment and accessories (526) (515) (441)
Selling, general and administrative expenses (1,883) (1,799) (1,646)
Listing expense (162) — —
Depreciation (578) (529) (527)
Amortization (224) (199) (208)
Impairment (loss) / reversal, net (9) (3) 6
Gain on disposal of non-current assets 2 5 46
Gain on disposal of subsidiaries 400 145 —
Other operating income 20 1 1
Operating profit 1,439 1,110 929
Finance costs (535) (495) (531)
Finance income 52 49 60
Other non-operating (loss) / gain, net (130) 31 20
Net foreign exchange (loss) / gain (41) 9 81
Profit before tax from continuing operations 785 704 559
Income taxes (194) (217) (179)
Profit from continuing operations 591 487 380
Loss after tax from discontinued operations and disposals of discontinued operations — — (2,830)
Profit / (loss) for the period 591 487 (2,450)
Attributable to:
The owners of the parent (continuing operations) 532 415 307
The owners of the parent (discontinued operations) — — (2,835)
Non-controlling interest 59 72 78
591 487 (2,450)
Total Revenue
Year ended December 31,
In millions of U.S. dollars, includes intersegment revenue 2025 2024 2023
Pakistan 1,624 1,382 1,119
Ukraine 1,164 925 919
Kazakhstan 816 854 774
Uzbekistan 308 273 268
Bangladesh 460 520 570
HQ, eliminations and Others 27 50 48
Total 4,399 4,004 3,698
For the year ended December 31, 2025, our consolidated total revenue increased to US$4,399 million as compared to US$4,004 million for the year ended December 31, 2024.There was an increase YoY in total revenue of 14.2% (local currency level) and 9.9% (in US$ level), driven by increased data usage, repricing, higher usage of mobile financial services, and higher digital services (including the impact of the Uklon acquisition during the year) consumption by customers of our Pakistan, Ukraine, Kazakhstan, and Uzbekistan operations. Furthermore, 2024 included the adverse impact from the cybersecurity attack in Ukraine in January 2024 and the abolition of excise tax in Uzbekistan. Overall, positive growth was partially offset by lower
data and voice consumption as a result of the overall contraction of the market in Bangladesh, as well as the sale of our Kyrgyzstan operations in August 2025 . This organic revenue growth was further offset by the depreciating currencies in the countries where we operate. For further details, please refer to—Results of our Reportable Segments below.
Operating Profit
For the year ended December 31, 2025, our consolidated operating profit increased to US$1,439 million as compared to US$1,110 million for the year ended December 31, 2024. Operating profit increased primarily as a result of higher revenues as discussed above and the gain on sale of Deodar operations partially offset by the loss on sale of Kyrgyzstan operations, Kyivstar group listing expense and other operating expenses. For further details, please refer to Note 11—Significant transactions of our Audited Consolidated Financial Statements attached hereto.
Non-Operating Profits And Losses
Finance Costs
For the year ended December 31, 2025, our consolidated finance costs were US$535 million as compared to US$495 million for the year ended December 31, 2024. This increase is mainly due to higher interest expense on lease liabilities.
Finance Income
For the year ended December 31, 2025, our consolidated finance income was US$52 million as compared to US$49 million for the year ended December 31, 2024. The increase in finance income is primarily due to higher cash deposits at HQ.
Other Non-Operating Gain/(Loss)
For the year ended December 31, 2025, we recorded an other non-operating loss of US$(130) million as compared to a non-operating gain of US$31 million for the year ended December 31, 2024. The loss is primarily due to provision recognized in 2025 for arrangement with Dhabi Group, reassessment to the values of the license asset and the unpaid license liability in Kazakhstan, due to early contract termination. For more details refer to Note 17—Other Non-Operating Gain/(Loss) of our Audited Consolidated Financial Statements attached hereto.
Net Foreign Exchange Gain/(Loss)
For the year ended December 31, 2025, we recorded a net foreign exchange loss of US$41 million as compared to a net foreign exchange gain of US$9 million for the year ended December 31, 2024. The change when compared to the same period last year is primarily driven by the depreciation of the Bangladeshi taka, Pakistani rupee and Ukrainian hryvnia. see Item 3.D—Risk Factors—Market Risks—We are exposed to foreign currency exchange risks.
Income Tax Expense
For the year ended December 31, 2025, our consolidated income tax expense decreased by 10.6% to US$194 million as compared to US$217 million for the year ended December 31, 2024. For more information regarding the factors affecting our total income tax expenses, please refer to Note 10—Income taxes of our Audited Consolidated Financial Statements attached hereto.
Profit/(Loss) after Tax from Discontinued Operations
There were no discontinued operations for the year ended December 31, 2025 and 2024; after the sale of our Russia operations in 2023.
Profit/(Loss) For The Period Attributable To The Owners Of The Parent From Continuing Operations
For the year ended December 31, 2025, we recorded a profit attributable to the owners of the parent from continuing operations of US$532 million as compared to US$415 million in 2024, that was mainly due to an increase in operating profit, and lower income tax expense partially offset by lower foreign exchange revaluations gain and higher interest cost.
Profit/(Loss) For The Period Attributable To Non-Controlling Interest
For the year ended December 31, 2025, we recorded a profit attributable to non-controlling interest of US$59 million as compared to a profit of US$72 million for the year ended December 31, 2024, which was mainly driven by changes in operating profit in Kazakhstan and Kyrgyzstan.
Adjusted EBITDA
In millions of U.S. dollars Year ended December 31,
2025 2024 2023
Pakistan 712 584 502
Ukraine 650 518 541
Kazakhstan 408 442 421
Uzbekistan 115 100 112
Bangladesh 226 180 214
HQ, eliminations and Others (101) (133) (178)
Total 2,010 1,691 1,612
For the year ended December 31, 2025, our total Adjusted EBITDA (“Total Adjusted EBITDA”) was US$2,010 million as compared to US$1,691 million for the year ended December 31, 2024. On a local currency basis, Adjusted EBITDA growth was 24.2%, primarily driven by revenue growth as discussed above, and the one-off release of regulatory fee provision and minimum tax provision in Bangladesh. These positive impacts were partially offset by the higher operating costs associated with persistent increase in energy costs in our Ukraine and Kazakhstan operations as well as higher personnel costs and higher marketing spending. In US$ currency, the increase was 18.9%, which reflects the impact of local currency depreciation in all our countries of operations.
For more information on how we calculate Adjusted EBITDA and for the reconciliation of consolidated profit/(loss) for the period, the most directly comparable IFRS financial measure, to Adjusted EBITDA, for the years ended December 31, 2025, 2024 and 2023, please refer to the table below.
In millions of U.S. dollars 2025 2024 2023
Profit / (loss) for the period 591 487 (2,450)
Loss after tax from discontinued operations and disposals of discontinued operations — — 2,830
Income taxes 194 217 179
Listing expense 162 — —
Depreciation 578 529 527
Amortization 224 199 208
Impairment loss / (reversal), net 9 3 (6)
Gain on disposal of non-current assets (2) (5) (46)
Gain on disposal of subsidiaries (400) (145) —
Finance costs 535 495 531
Finance income (52) (49) (60)
Other non-operating loss / (gain), net 130 (31) (20)
Net foreign exchange loss / (gain) 41 (9) (81)
Total Adjusted EBITDA 2,010 1,691 1,612
Profit margin 13.4% 12.2 % (66.3) %
Adjusted EBITDA margin 45.7% 42.2 % 43.6 %
Results of our Reportable Segments
Pakistan
Results of Operations in US$
Year ended December 31,
In millions of U.S. dollars (except as indicated) 2025 2024 2023 ‘24-25 % change ‘23-24 % change
Total revenue 1,624 1,382 1,119 17.5 % 23.5 %
Telecommunication and infrastructure 1,158 1,044 930 10.9 % 12.3 %
Digital of which:
Digital financial services 377 277 156 36.1 % 77.6 %
Other digital services 89 61 33 45.9 % 84.8 %
Operating expenses 912 798 617 14.3 % 29.3 %
Adjusted EBITDA 712 584 502 21.9 % 16.3 %
Adjusted EBITDA margin 43.8 % 42.3 % 44.9 % 1.6 pp -2.6 pp
Results of Operations in PKR
Year ended December 31,
In millions of PKR (except as indicated) 2025 2024 2023 ‘24-25 % change ‘23-24 % change
Total revenue 456,678 384,897 313,574 18.6 % 22.7 %
Telecommunication and infrastructure 325,793 290,626 260,471 12.1 % 11.6 %
Digital of which:
Digital financial services 106,060 77,228 43,811 37.3 % 76.3 %
Other digital services 24,825 17,043 9,292 45.7 % 83.4 %
Operating expenses 256,298 222,260 172,884 15.3 % 28.6 %
Adjusted EBITDA 200,380 162,637 140,680 23.2 % 15.6 %
Adjusted EBITDA margin 43.9 % 42.3 % 44.9 % 1.6 pp -2.6 pp
Selected Performance Indicators for Mobile Business
Year ended December 31,
2025 2024 2023 ‘24-25 % change ‘23-24 % change
Customers in millions 73.9 71.5 70.6 3.4 % 1.3 %
- of which mobile data (millions) 61.0 57.4 53.0 6.3 % 8.3 %
ARPU in US$ 1.6 1.4 1.1 14.3 % 27.3 %
ARPU in PKR 441.6 380.8 308.9 16.0 % 23.3 %
Total Revenue
For the year ended December 31, 2025, our Pakistan total revenue increased by 17.5% (in US$ terms) and by 18.6% (in local currency terms), as compared to the year ended December 31, 2024. The increase in local currency terms was primarily driven by increased data usage, repricing, higher volume of disbursement in JazzCash, higher banking revenues and stronger uptake of digital services. The lower YoY revenue growth in US$ terms, as compared to local currency growth, reflects the depreciation of the local currency against the US$ terms in 2025.
Adjusted EBITDA
For the year ended December 31, 2025, our Pakistan Adjusted EBITDA increased by 21.9% (in US$ terms) and increase by 23.2% (in local currency terms), as compared to the year ended December 31, 2024. This increase in local currency terms was primarily attributable to higher revenues in local currency terms as discussed above, partially offset by higher interconnect cost, media and marketing costs, personnel costs and bad debt write-offs within the high-risk customer portfolio in our banking operations. The lower YoY Adjusted EBITDA growth in US$ terms, as compared to local currency growth, was impacted by depreciation of the local currency against US$ in 2025.
Mobile Customers
As of December 31, 2025, we had 73.9 million mobile customers in Pakistan, representing an increase of 3.4% as compared to December 31, 2024. The increase was mainly due to the continued expansion of our 4G data network in Pakistan.
ARPU
For the year ended December 31, 2025, our ARPU in Pakistan was higher as compared to 2024 by 14.3% (in US$ terms) and increased by 16.0% (in local currency terms). This increase in both US$ and local currency terms was primarily due to increased data and digital services consumption compared to the prior year.
Ukraine
Results of Operations in US$
Year ended December 31,
In millions of U.S. dollars (except as indicated) 2025 2024 2023 ‘24-25 % change ‘23-24 % change
Total revenue 1,164 925 919 25.8 % 0.7 %
Telecommunication and infrastructure 1,040 903 908 15.2 % -0.6 %
Digital of which:
Digital financial services — — — — % — %
Other digital services 124 22 11 463.6 % 100.0 %
Other operating income 6 — — 100.0 % — %
Operating expenses 520 406 378 28.1 % 7.4 %
Adjusted EBITDA 650 519 541 25.2 % -4.1 %
Adjusted EBITDA margin 55.8 % 56.1 % 58.9 % -0.3 pp -2.8 pp
Results of Operations in UAH
Year ended December 31,
In millions of UAH (except as indicated) 2025 2024 2023 ‘24-25 % change ‘23-24 % change
Total revenue 48,523 37,274 33,588 30.2 % 11.0 %
Telecommunication and infrastructure 43,354 36,394 33,192 19.1 % 9.6 %
Digital of which:
Digital financial services — — 2 — % -100.0 %
Other digital services 5,169 880 394 487.4 % 123.4 %
Other operating income 271 12 3 2158.3 % 300.0 %
Operating expenses 21,691 16,361 13,816 32.6 % 18.4 %
Adjusted EBITDA 27,103 20,925 19,775 29.5 % 5.8 %
Adjusted EBITDA margin 55.9 % 56.1 % 58.9 % -0.3 pp -2.7 pp
Selected Performance Indicators for Mobile Business
Year ended December 31,
2025 2024 2023 ‘24-25 % change ‘23-24 % change
Customers in millions 22.4 23.0 23.9 -2.6 % -3.8 %
- of which mobile data (millions) 17.5 17.2 17.7 1.7 % -2.8 %
ARPU in US$ 4.0 3.1 2.9 29.0 % 6.9 %
ARPU in UAH 165.8 123.2 107.2 34.6 % 14.9 %
Total Revenue
For the year ended December 31, 2025, our Ukraine total revenue increased by 25.8% (in US$ terms) and increased by 30.2% (in local currency terms) as compared to the year ended December 31, 2024. The increase in local currency terms was primarily driven by higher roaming, increased data usage and digital services consumption, together with the contribution from the Uklon acquisition. The YoY comparison also reflects the adverse impact of the cyber security attack in January 2024 which resulted in lower comparative revenue in 2024 (refer to Note 1- General information to our Audited Consolidated Financial Statements attached hereto). The lower YoY revenue growth rate in US$ terms, as compared to local currency growth, was impacted by depreciation of the local currency against US$ in 2025.
Adjusted EBITDA
For the year ended December 31, 2025, our Ukraine Adjusted EBITDA increased by 25.2% (in US$ terms) and increased by 29.5% (in local currency terms) as compared to the year ended December 31, 2024. This growth in local currency was primarily due to the increase in our total revenue (as discussed above) and higher other operating income, mainly reflecting the receipt of an insurance claim, which was non-recurring in nature, offset by higher energy costs, higher IT support costs and higher personnel costs. The lower YoY Adjusted EBITDA growth in US$ terms, as compared local currency growth, was impacted by the depreciation of the local currency against US$ in 2025.
Mobile Customers
As of December 31, 2025, we had 22.4 million mobile customers in Ukraine representing a decrease of 2.6% YoY. This decrease was primarily due to a loss of subscribers as a result of the ongoing war in Ukraine.
ARPU
For the year ended December 31, 2025, our ARPU in Ukraine increased by 29.0% (in US$ terms) and increased by 34.6% (in local currency terms). The change was primarily due to increased data consumption and a lower customer base as compared to the prior year.
Kazakhstan
Results of Operations in US$
Year ended December 31,
In millions of U.S. dollars (except as indicated) 2025 2024 2023 ‘24-25 % change ‘23-24 % change
Total revenue 816 854 774 -4.4 % 10.3 %
Telecommunication and infrastructure 708 762 704 -7.1 % 8.2 %
Digital of which:
Digital financial services 34 36 27 -5.6 % 33.3 %
Other digital services 74 56 43 32.1 % 30.2 %
Operating expenses 408 412 354 -1.0 % 16.4 %
Adjusted EBITDA 408 442 421 -7.7 % 5.0 %
Adjusted EBITDA margin 50.0 % 51.8 % 54.4 % -1.8 pp -2.6 pp
Results of Operations in KZT
Year ended December 31,
In millions of KZT (except as indicated) 2025 2024 2023 ‘24-25 % change ‘23-24 % change
Total revenue 425,684 399,889 353,562 6.5 % 13.1 %
Telecommunication and infrastructure 369,263 356,665 321,867 3.5 % 10.8 %
Digital of which:
Digital financial services 17,765 17,008 12,222 4.5 % 39.2 %
Other digital services 38,656 26,216 19,473 47.5 % 34.6 %
Other operating income 103 35 83 194.3 % -57.8 %
Operating expenses 212,717 193,556 161,578 9.9 % 19.8 %
Adjusted EBITDA 213,070 206,368 192,067 3.2 % 7.4 %
Adjusted EBITDA margin 50.1 % 51.6 % 54.3 % -1.6 pp -2.7 pp
Selected Performance Indicators for Mobile Business
Year ended December 31,
2025 2024 2023 ‘24-25 % change ‘23-24 % change
Customers in millions 11.8 11.6 11.1 1.7 % 4.5 %
- of which mobile data (millions) 10.1 10.1 9.4 0.0 % 7.4 %
ARPU in US$ 4.4 4.8 4.5 -8.3 % 6.7 %
ARPU in KZT 2,313.5 2,252.3 2,050.4 2.7 % 9.8 %
Total Revenue
For the year ended December 31, 2025, our Kazakhstan total revenue decreased by 4.4% (in US$ terms) and increased by 6.5% (in local currency terms) as compared to the year ended December 31, 2024. The local currency growth was primarily driven by higher data usage, higher device sales and repricing, partly offset by sale of TNS+ operations during 2024. The decrease in YoY revenue in US$ terms, as compared to the increase in local currency growth, was impacted by the depreciation of the local currency against US$ in 2025.
Adjusted EBITDA
For the year ended December 31, 2025, our Kazakhstan Adjusted EBITDA decreased by 7.7% (in US$ terms) and increased by 3.2% (in local currency terms) as compared to the year ended December 31, 2024. The local currency growth was primarily due to higher total revenue as described above. The increase was partially offset by increased network maintenance costs and personnel costs. The decrease in YoY Adjusted EBITDA in US$ terms, as compared to the YoY local currency increase, was impacted by the depreciation of the local currency against the US$ in 2025.
Mobile Customers
As of December 31, 2025, we had 11.8 million mobile customers in Kazakhstan representing an increase of 1.7% as compared to December 31, 2024. This increase was driven as a result of improved mobile data services and the continuous expansion of our 4G network.
ARPU
For the year ended December 31, 2025, our ARPU in Kazakhstan decreased by 8.3% (in US$ terms) and increased by 2.7% (in local currency terms) as compared to the year ended December 31, 2024. The local currency increase was primarily due to the rise in the demand for mobile data due to the growth in our 4G customer base and digital services.
Bangladesh
Results of Operations in US$
Year ended December 31,
In millions of U.S. dollars (except as indicated) 2025 2024 2023 ‘24-25 % change ‘23-24 % change
Total revenue 460 520 570 -11.5 % -8.8 %
Telecommunication and infrastructure 435 517 568 -15.9 % -9.0 %
Digital of which:
Other digital services 25 3 2 733.3 % 50.0 %
Operating expenses 234 339 356 -31.0 % -4.8 %
Adjusted EBITDA 226 181 214 24.9 % -15.4 %
Adjusted EBITDA margin 49.1 % 34.8 % 37.5 % 14.3 pp -2.7 pp
Results of Operations in BDT
Year ended December 31,
In millions of BDT (except as indicated) 2025 2024 2023 ‘24-25 % change ‘23-24 % change
Total revenue 55,922 59,780 61,490 -6.5 % -2.8 %
Telecommunication and infrastructure 52,917 59,440 61,285 -11.0 % -3.0 %
Digital of which:
Other digital services 3,005 340 205 783.8 % 65.9 %
Operating expenses 28,420 39,024 38,377 -27.2 % 1.7 %
Adjusted EBITDA 27,502 20,755 23,113 32.5 % -10.2 %
Adjusted EBITDA margin 49.2 % 34.7 % 37.6 % 14.5 pp -2.9 pp
Selected Performance Indicators for Mobile Business
Year ended December 31,
2025 2024 2023 ‘24-25 % change ‘23-24 % change
Customers in millions 34.4 35.8 40.4 -3.9 % -11.4 %
- of which mobile data (millions) 21.3 22.3 26.8 -4.5 % -16.8 %
ARPU in US$ 1.1 1.1 1.2 0.0 % -8.3 %
ARPU in BDT 130.9 129.1 129.3 1.4 % -0.2 %
Total Revenue
For the year ended December 31, 2025, our Bangladesh total revenue decreased by 11.5% (in US$ terms) and by 6.5% (in local currency terms) as compared to the year ended December 31, 2024. This change in local currency terms was primarily due to lower data and voice consumption as a result of the overall market contraction. The larger decrease in US$ terms reflects the depreciation of the local currency against the US$ in 2025.
Adjusted EBITDA
For the year ended December 31, 2025, our Bangladesh Adjusted EBITDA increased by 24.9% (in US$ terms) and by 32.5% (in local currency terms) as compared to the year ended December 31, 2024. This increase was mainly due to one-off release of regulatory fee provision, minimum tax provision and lower technical support partly offset by lower total revenue as described above. The lower growth rate in US$ terms reflects the depreciation of the local currency against the US$ in 2025.
Mobile Customers
As of December 31, 2025, we had 34.4 million mobile customers in Bangladesh representing a decrease of 3.9% as compared to December 31, 2024. This decline was primarily driven by a reduction in mobile data customers, which decreased by 4.5% YoY, coupled with intensified competition from other operators enhancing their network capabilities.
ARPU
For the year ended December 31, 2025, our ARPU in Bangladesh remained stable in US$ terms and by increased by 1.4% in local currency terms as compared to December 31, 2024. The increase in local‑currency ARPU was primarily driven by a lower subscriber base.
Uzbekistan
Results of Operations in US$
Year ended December 31,
In millions of U.S. dollars (except as indicated) 2025 2024 2023 ‘24-25 % change ‘23-24 % change
Total revenue 308 273 268 12.8 % 1.9 %
Telecommunication and infrastructure 272 262 257 3.8 % 1.9 %
Digital of which:
Digital financial services 14 2 2 600.0 % 0.0 %
Other digital services 22 9 9 144.4 % 0.0 %
Other operating income — — 1 — % -100.0 %
Operating expenses 193 173 157 11.6 % 10.2 %
Adjusted EBITDA 115 100 112 15.0 % -10.7 %
Adjusted EBITDA margin 37.3 % 36.6 % 41.8 % 0.7 pp -5.2 pp
Results of Operations in UZS
Year ended December 31,
In millions of UZS (except as indicated) 2025 2024 2023 ‘24-25 % change ‘23-24 % change
Total revenue 3,866,399 3,454,492 3,158,369 11.9 % 9.4 %
Telecommunication and infrastructure 3,426,101 3,308,381 3,037,104 3.6 % 8.9 %
Digital financial services
Digital financial services 169,294 28,499 18,278 494.0 % 55.9 %
Other digital services 271,004 117,612 102,987 130.4 % 14.2 %
Other operating income 3,847 6,074 7,714 -36.7 % -21.3 %
Operating expenses 2,419,867 2,189,445 1,846,729 10.5 % 18.6 %
Adjusted EBITDA 1,450,379 1,271,121 1,319,354 14.1 % -3.7 %
Adjusted EBITDA margin 37.5 % 36.8 % 41.8 % 0.7 pp -5.0 pp
Selected Performance Indicators for Mobile Business
Year ended December 31,
2025 2024 2023 ‘24-25 % change ‘23-24 % change
Customers in millions 7.7 8.3 8.4 -7.2 % -1.2 %
- of which mobile data (millions) 7.0 7.3 7.6 -4.1 % -3.9 %
ARPU in US$ 3.1 2.7 2.6 14.8 % 3.8 %
ARPU in UZS 38,921 33,719 30,766 15.4 % 9.6 %
Total Revenue
For the year ended December 31, 2025, our Uzbekistan total revenue increased by 12.8% (in US$ terms) and increased by 11.9% (in local currency terms) as compared to the year ended December 31, 2024. These increases were primarily driven by higher data usage, repricing initiatives, the abolition of excise tax, and stronger uptake of digital products during the year. The higher growth rate in US$ terms compared to local‑currency growth reflects the appreciation of the local currency against the US$ in 2025.
Adjusted EBITDA
For the year ended December 31, 2025, our Adjusted EBITDA in Uzbekistan increased by 15.0% (in US$ terms) and increased by 14.1% (in local currency terms) as compared to the year ended December 31, 2024. The increase in local currency Adjusted EBITDA was primarily driven by higher total revenues as described above, partially offset by higher consulting costs, increase in SIM tax, higher utilities rates, and increased IT support costs. The higher growth in US$ dollar terms relative to local currency growth reflects the appreciation of the local currency against the US$ in 2025.
Mobile Customers
As of December 31, 2025, the number of mobile customers in Uzbekistan decreased by 7.2% , and the mobile data customers decreased by 4.1% as compared to December 31, 2024 mainly due to the intensive market competition and an increase in tariffs.
ARPU
For the year ended December 31, 2025, our ARPU in Uzbekistan increased by 14.8% in US$ terms and by 15.4% (in local currency terms) as compared to December 31, 2024. The increase was primarily driven by higher data usage and greater consumption of digital services compared to the prior year.
Liquidity and Capital Resources
Share Buyback Program
VEON’s Board of Directors approved a share buyback program of up to US$100 million on July 31, 2024. On March 24, 2025, VEON commenced the second phase of its previously announced share buyback program with respect to the Company’s ADSs. This second phase of the buyback was in the amount of up to US$35 million. The second phase of the share buyback program was launched after completion of the US$30 million first phase on January 27, 2025.
On June 16, 2025, VEON announced that it would commence the third phase of the share buyback program with respect to VEON's ADSs in the amount of up to US$35 million after the successful completion of the second phase on May 21, 2025. Cumulatively, all three phases of the program have resulted in the repurchase of 53,746,450 shares (which is the equivalent to 2,149,858 ADSs) for a cumulative amount of US$100 million. Refer to Note 21 - Issued capital and reserves of these consolidated financial statements for further discussion.
On November 17, 2025, VEON announced that its Board of Directors authorized the commencement of the buyback program with respect to VEON Ltd.'s ADS and/or outstanding bonds for a total amount of US$100 million.
Working Capital
Our working capital is monitored on a regular basis by management to ensure we can repay our debt as it becomes due from either operating cash flows or by refinancing through additional borrowings.
As of December 31, 2025, we had net negative working capital of US$319 million, compared to US$813 million as of December 31, 2024. Working capital is defined as current assets less current liabilities. In comparison to 2024, the working capital has a positive trend. The change was primarily due to increase in cash and cash equivalents as compared to 2024 due to repayment of loans at HQ. Even though we have a negative working capital, we have a positive trend as compared to 2024 and our management believes that our cash balances and available credit facilities are sufficient to meet our present requirements.
The Audited Consolidated Financial Statements included here have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and satisfaction of liabilities and commitments in the normal course of business. As such, they do not include any adjustments that might result from an inability to continue as a going concern. If we cannot continue as a going concern, adjustments to the carrying values and classification of our assets and liabilities and the reported amounts of income and expenses could be required and could be material. See Note 26- Basis of Preparation of the Consolidated Financial Statements of our Audited Consolidated Financial Statements for a further discussion on our going concern disclosure.
Consolidated Cash Flow Summary
(In millions of U.S. dollars) 2025 2024 2023
Net cash flows from operating activities from continuing operations 1,353 1,150 1,160
Net cash flows from operating activities from discontinued operations — — 951
Net cash flows used in investing activities from continuing operations (791) (778) (1,020)
Net cash flows used in investing activities from discontinued operations — — (1,217)
Net cash flows used in financing activities from continuing operations (548) (551) (919)
Net cash flows used in financing activities from discontinued operations — — (226)
Net increase / (decrease) in cash and cash equivalents 14 (179) (1,271)
Net foreign exchange difference related to continuing operations 16 (21) (36)
Net foreign exchange difference related to discontinued operations — — (44)
Cash and cash equivalent classified as held for sale 14 (14) 146
Cash and cash equivalent at beginning of period 1,688 1,902 3,107
Cash and cash equivalents at end of period, net of overdraft 1,732 1,688 1,902
For more details, see Consolidated Statement of Cash Flows in our Audited Consolidated Financial Statements.
Operating Activities
For the year ended December 31, 2025, net cash flows from operating activities from continuing operations increased to US$ 1,353 million from US$ 1,150 million for the year ended December 31, 2024. The YoY change was predominantly driven by an increase in profit before tax for the year, lower interest payments, and lower working capital outflows, offset by the higher tax outflows during the year.
Investing Activities
For the year ended December 31, 2025, net cash outflow from investing activities from continuing operations was US$ 791 million compared to US$ 778 million for the year ended December 31, 2024. This increase of US$13 million was primarily due to higher capital expenditure payments, partially offset by proceeds from the sale of business operations net of the Uklon acquisition. Total payments for the purchase of property, equipment and intangible assets amounted to US$ 949 million in 2025 compared to US$ 907 million in 2024.
Financing Activities
For the year ended December 31, 2025, net cash outflow from financing activities from continuing operations was US$548 million compared to net cash outflow of US$551 million for the year ended December 31, 2024. The lower net cash outflow from financing activities in 2025 is due to lower debt repayments, inflows from listing of Kyivstar Group Ltd. which was offset by higher payments in lieu of lease liabilities and share buyback programs.
Indebtedness
As of December 31, 2025, the principal amounts of our external indebtedness represented by bank loans, bonds and long-term payables classified as borrowings amounted to US$3,143 million, compared to US$3,348 million as of December 31, 2024.
As of December 31, 2025, VEON had the following principal amounts outstanding for interest-bearing bank loans, bonds, long-term payables classified as borrowings as well as cash-pool overdrawn bank accounts:
Entity Type of debt/ original lenders Interest rate Debt currency Outstanding debt (mln) Outstanding debt (US$ mln) Maturity date
VEON MidCo B.V. Syndicated Loan Facility 3M Term SOFR + 4.25% USD 210 210 03.29.2027
VEON MidCo B.V. Notes 3.38% USD 1,011 1,011 11.25.2027
VEON MidCo B.V. Notes 9.00% USD 200 200 07.15.2029
VEON MidCo B.V. * Legacy notes, no payments due, subject to potential conversion 3.38% USD 69 69 11.25.2027
TOTAL VEON Midco B.V. 1,490
VEON Holdings B.V. Legacy notes, no payments due, subject to potential conversion —% USD 23 23 04.09.2025
VEON Holdings B.V. Legacy notes, no payments due, subject to potential conversion —% RUB 1,180 15 06.18.2025
TOTAL VEON Holdings B.V. 38
PMCL Syndicated Loan Facility 6M KIBOR + 0.55% PKR 8,462 30 09.02.2026
PMCL Syndicated Loan Facility 6M KIBOR + 0.55% PKR 9,375 33 05.18.2028
PMCL Syndicated Loan Facility 3M KIBOR + 0.60% PKR 47,917 171 07.04.2031
PMCL Syndicated Loan Facility 6M KIBOR + 0.60% PKR 40,000 143 04.19.2032
PMCL Loan from Local Banks 6M KIBOR + 0.60% PKR 15,000 54 05.15.2034
PMCL Syndicated Loan Facility 6M KIBOR + 0.60% PKR 75,000 268 05.24.2034
PMCL Loan from Local Banks 6M KIBOR + 0.60% PKR 10,000 36 04.30.2035
PMCL Loan from Faysal Bank Limited 6M KIBOR + 0.60% PKR 15,000 54 05.18.2035
PMCL Loan from Meezan Bank Limited 6M KIBOR + 0.60% PKR 13,500 48 05.22.2035
PMCL Other 36
Pakistan Mobile Communications Limited Total 873
Banglalink Syndicated Loan Facility Average bank deposit rate + 4.25% BDT 3,810 31 04.26.2027
Banglalink Syndicated Loan Facility 7.00% to 12.00% BDT 5,060 41 11.25.2028
Banglalink Other 164
Banglalink Digital Communications Ltd. Total 236
KaR-Tel Loan from Forte Bank 18.50% - 20.50 % KZT 28,906 58 01.29.2030
KaR-Tel Loan from NurBank 15.50% - 16.50 % KZT 19,231 38 09.28.2029
KaR-Tel Loan from Bank RBK JSC 20.50% KZT 15,000 30 10.24.2030
KaR-Tel Other 93 93
TOTAL KaR-Tel Limited Liability Partnership. 219
Unitel LLC National Bank for Foreign Economic Activity 20.00% - 22.00% UZS 346,333 29 12.21.2027
Unitel LLC National Bank for Foreign Economic Activity 24.00% UZS 332,626 28 06.05.2030
Unitel LLC JSCB “TBC Bank” 22.00% - 23.00% UZS 360,000 30 12.20.2030
Unitel LLC Other 72 87
TOTAL Unitel LLC. 174
Other entities Other bank loans and borrowings 113
Total VEON 3,143
*An indemnity agreement between Kyivstar Holdings and VEON Amsterdam B.V. is in place which is to see Kyivstar Holdings made whole for any external payments to eligible legacy noteholders.
We may from time to time seek to purchase our outstanding debt through cash purchases and/or exchanges for new debt securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
The following table reflects our financial liabilities and purchase obligations, classified further by maturity date, as of December 31, 2025.
(In millions of U.S. dollars) Less than 1 year 1-3 years 3-5 years More than 5 years Total
Bank loans and bonds 746 1,986 663 441 3,836
Lease liabilities 288 905 746 1,307 3,246
Purchase obligations 125 29 2 — 156
Total financial liabilities, net of derivative assets 1,159 2,920 1,411 1,748 7,238
For further discussion of these contractual obligations, please refer to Note 14—Property and Equipment, Note 15—Intangible Assets, and Note 20—Financial Risk Management of our Audited Consolidated Financial Statements attached hereto. We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
For additional information on our outstanding indebtedness, please refer to Note 18— Investments, Debt and Derivatives of our Audited Consolidated Financial Statements attached hereto and —Key Developments after the year ended December 31, 2025.
Cash Subject to Currency and Contractual Restrictions
We rely on our operating companies to pay dividends and make other transfers to VEON Ltd. and other group entities. However, certain of our operating companies operate in jurisdictions that face currency controls or other significant restrictions on their ability to upstream cash. For example, due to the currency controls in Ukraine, JSC Kyivstar’s ability to upstream cash to Kyivstar Holdings is significantly limited. For further discussion of such restrictions, see Note 28—Condensed Separate Financial Information of VEON Ltd. to our Audited Consolidated Financial Statements.
Future Liquidity and Capital Expenditures
Telecommunications service providers require significant amounts of capital to construct and maintain their network infrastructure to keep up with customer expectations. We now have the capacity to launch 4G/LTE services in each of our reportable segments and have acquired new spectrum in several operating companies to boost our network capacity, enhance spectral efficiency and enable the launch of new radio access networks technologies. In the foreseeable future, significant investment activity will be required in this regard, including the purchase of equipment and possibly the acquisition of other companies.
Our medium-term plan for capital expenditures (excluding licenses and right-of-use assets) is to invest in high-speed data networks to continue to capture mobile data growth, including the continued rollout of 4G/LTE networks in Pakistan, Ukraine and Bangladesh, and upgrade of our 3G networks in Bangladesh. However, the impacts of the war in Ukraine on results, group operations, sanctions in relation to the war and our inability to upstream cash from Ukraine, has led us to reconsider to some degree our capital outlay. As a result, some capital expenditure that are more discretionary in nature have been put on hold. This may lead to marginally increased aggregate capital expenditures in future periods.
Management anticipates that the funds necessary to meet our current and expected capital requirements in the foreseeable future (including with respect to any possible acquisitions) will continue to come from:
•cash we currently hold;
•operating cash flows;
•borrowings under syndicated bank financings, including credit lines currently available to us, and private credit financings; and
•issuances of debt securities on local and international capital markets.
As of December 31, 2025 we had an undrawn amount of US$ 87 million under existing term facilities in Kazakhstan. For additional information on our outstanding indebtedness, please refer to Note 20—Financial Risk Management of our Audited Consolidated Financial Statements attached hereto. On December 31, 2025 VEON had approximately US$ 1.7 billion of cash of which US$556 million of cash held at the HQ-level, which was deposited with international banks and invested in money market funds and which is fully accessible at HQ. In addition, VEON’s operating companies had a total cash position equivalent to US$1.2 billion. However, there can be no assurance that our existing cash balances and available credit lines will be sufficient over time to service our existing indebtedness. See Item 3.D—Risk Factors—Liquidity and Capital Risks—Our existing indebtedness and debt service obligations may negatively impact our cash flow. The availability of external financing, and the terms of such financing, depends on many factors, including, but not limited to, the success of our operations, contractual restrictions, the willingness of financial institutions to lend to us and the liquidity and strength of international and local capital markets.
In 2025, our capital expenditures (excluding licenses and right-of-use assets) were US$ 926 million compared to US$ 818 million in 2024 and US$ 649 million in 2023. These investments related to upgrades and expansions of high-speed data networks across all our countries of operations. Below is the reconciliation of capital expenditures (excluding licenses and right-of-use assets) to the most directly comparable IFRS measure, cash flows used to purchase property, plant and equipment and intangible assets:
(In millions of U.S. dollars) 2025 2024 2023
Purchase of property, plant and equipment and intangible assets 949 907 766
Adjusted for:
Additions of licenses (1) (35) (4)
Difference in timing between accrual and payment for capital expenditures (excluding licenses and right-of-use assets) (22) (54) (113)
Capital expenditures (excluding licenses and right-of-use assets) * 926 818 649
* Refer to Note 2—Segment Information of the Audited Consolidated Financial Statements
Quantitative And Qualitative Disclosures About Market Risk
For information on quantitative and qualitative disclosures about market risk, see Item 11—Quantitative and Qualitative Disclosures About Market Risk.
Critical Accounting Estimates
For a discussion of our critical accounting policies please refer to Note 27—Significant Accounting Policies of our Audited Consolidated Financial Statements attached hereto.
Policy on Dividend Distributions
The Company’s dividend policy is set by VEON’s board of directors, taking into account medium-term investment opportunities and our capital structure. For the years ended December 31, 2025, 2024 and 2023, we did not pay a dividend. We do not anticipate distributing dividends in the near future. We perceive ourselves as a growth company. For more information, see Note 20—Financial Risk Management--Capital Management and Note 23—Dividends Paid and Proposed to our Audited Consolidated Financial Statements. For a discussion of certain Bermuda law considerations in respect of dividend payments and bye-law provisions governing dividend distributions, see Item 10.B–Additional Information—Memorandum and Articles of Association—Dividends and Dividend Rights.
Research and Development
We now have the capacity to launch 4G/LTE services in each of our operating companies. We have acquired new spectrum in several operating companies to boost our network capacity, enhance spectral efficiency and enable the launch of new radio access networks technologies. For a discussion of the risks associated with new technology, see Item 3.D—Risk Factors—Market Risks—We may be unable to keep pace with technological changes and evolving industry standards, which could harm our competitive position and, in turn, materially harm our business.