Vodafone Group Public Ltd Co 6-K, filed Nov 12, 2025
Vodafone Group Public Ltd Co (VOD)
6-K
2025-11-12
For: 2025-11-12
View Original
Added on
July 04, 2026
About this 6-K
Vodafone Group Public Ltd Co filed this 6-K on November 12, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Dated
November 11, 2025
Commission
File Number: 001-10086
VODAFONE GROUP
PUBLIC LIMITED COMPANY
(Translation
of registrant’s name into English)
VODAFONE
HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN,
ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F ✓
Form 40-F _
This
Report on Form 6-K contains a Stock Exchange Announcement dated 11
November 2025 entitled ‘Vodafone Group H1 FY26
Results’.
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Vodafone
Group Plc
H1 FY26 Results
11 November 2025
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 |
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Good H1 performance, expect to deliver upper end of FY26
guidance
"Following the progress of our
transformation, Vodafone has built broad-based momentum. In the
second quarter we saw service revenue accelerating, with good
performances in the UK, Türkiye and Africa, and a return to
top-line growth in Germany.
Whilst we have more to do, we delivered good strategic
progress in the half year, driving further operational improvements
across the business, expanding our customer satisfaction
initiatives, and making a fast start in integrating the Vodafone
and Three networks in the UK.
Based on our stronger performance, we are now expecting to deliver
at the upper end of our guidance range for both profit and cash
flow, and as our anticipated multi-year growth trajectory is now
under way, we are introducing a new progressive dividend policy,
with an expected increase of 2.5% for this financial
year."
Margherita Della
Valle
Group Chief Executive
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Financial highlights
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6.8%
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2.25 eurocents
|
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Expecting to deliver upper end
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Adjusted EBITDAaL organic growth
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Interim dividend per share
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of FY26 financial guidance
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−
Total
revenue: Increased
by 7.3% to €19.6 billion in H1 (H1
FY25: €18.3 billion) due to strong
service revenue growth and the consolidation of Three UK, partially
offset by adverse foreign exchange movements.
−
Service
revenue: On
a reported basis grew by 8.1% to €16.3 billion in H1 (H1
FY25: €15.1 billion) and increased by 5.7% on an organic
basis.
−
Germany: Returned
to growth in Q2 (+0.5%), supported by the end of the TV law change
impact and higher wholesale revenue.
−
UK: +1.2%
organic growth in Q2, strong commercial momentum and fast start on
VodafoneThree integration.
−
Africa: Maintaining
double-digit organic service revenue growth (Q2: 13.5%), supported
by above-inflation growth in Egypt and Vodacom's international
markets, with strong demand for data and financial
services.
−
Business: +2.9%
organic growth in Q2, with strong
demand for digital services.
−
Adjusted
EBITDAaL: On
a reported basis increased by 5.9% to €5.7 billion (H1 FY25:
€5.4 billion), and by 6.8% on an organic basis, as service
revenue growth in most markets was partially offset by the final
impact of the TV law change in Germany and continued commercial
investment.
−
Operating
profit: On
a reported basis decreased by 9.2% to €2.2 billion in H1 (H1
FY25: €2.4 billion), with Adjusted EBITDAaL growth offset by
higher depreciation and amortisation following the consolidation of
Three UK, and lower other income.
−
Shareholder
returns: €3.0
billion of share buybacks now complete (since May 2024), further
€1.0 billion remaining. Next €500 million tranche
commences today.
−
FY26
guidance1: We
now expect to deliver the upper end of our guidance ranges:
Adjusted EBITDAaL of €11.3-11.6 billion and Adjusted free
cash flow of €2.4-2.6 billion.
−
New
progressive dividend policy: Reflecting
our medium-term outlook for Adjusted free cash flow growth. We
expect to grow the FY26 dividend per share by
2.5%.
Operational highlights
−
Customers:
A fast start to VodafoneThree integration, with immediate
improvements to the network. Our new customer service initiative
'Ask Once' has been implemented in three markets, and we have
leading NPS positions in 11 markets.
−
Simplicity: AI
virtual assistant, SuperTobi, live in all European markets reaching
70% end-to-end resolution rate.
−
Growth: Strong
digital services revenue growth in Business (Q2: 12.2%), Financial
services revenue growth in Africa (Q2: 21.8%).
Note:
1FY26 UK merger impact on a
10-month basis of €0.3 billion Adjusted EBITDAaL and
-€0.2 billion Adjusted free cash flow.
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For more
information, please contact:
Investor
Relations: Investors.vodafone.com ir@vodafone.co.uk
Media
Relations: Vodafone.com/media/contact
GroupMedia@vodafone.com
Registered Office: Vodafone House, The Connection, Newbury,
Berkshire RG14 2FN, England. Registered in England No.
1833679 A webcast Q&A
session will be held at 10:00 GMT on 11 November 2025. The webcast
and supporting information can be accessed
at Investors.vodafone.com
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Operational Progress
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During the first half of the year, we delivered good operational
progress with our strategic priorities, providing further
confidence to generate sustainable Adjusted free cash flow growth
over the medium term. We have summarised our progress below, in an
accompanying presentation and video Q&A available
here: investors.vodafone.com/results.
Germany
−
Enhancing our
gigabit network infrastructure with
the continued fiberisation of our cable network,
which once
again has been recognised as leading in independent network tests
results. Our
OXG joint venture's fibre buildout is gaining good
momentum and
the company has opened sales to 1 million households. We have also
nearly completed the successful migration of 12 million
1&1 customers onto our mobile network.
−
Investing in
customer experience and our brand with
further improvements in customer service and a stronger NPS,
starting to achieve market leadership in specific customer
segments. In
May 2025, we announced that Vodafone will be the new main sponsor
of eight-time German football champions, Borussia Dortmund, for the
next five years.
−
Driving value
and commercial differentiation with
several actions taken to support our front book value in broadband,
and the launch of differentiated propositions in mobile, targeting
upselling. We
have expanded our new mobile device financing offer to all sales
channels and launched a five-year warranty, providing customers
with greater flexibility and support. In
B2B, on 30 October 2025, we announced that we had entered into a
binding agreement to acquire 100% of Skaylink enabling our Business
and public sector customers to access an enhanced suite of digital
services and support.
UK
−
Building
the strongest connectivity provider with
a fast start to our network plans. Three customers have seen
improved 4G speeds and we have already upgraded over 5,000 sites
enabling Vodafone and Three customers to seamlessly use both
networks. By the end of the year we will have removed
16,500km2 of
coverage 'not spot' areas.
−
Driving cost
synergies at
pace having signed new long term
network partnership agreements and begun both property
consolidation and large contract rationalisation programmes, whilst
merging and simplifying the two organisations.
−
Deepening our
market leadership through
the cross-selling of our broadband offers to Three customers and
Fixed Wireless Access to Vodafone customers, supporting our strong
commercial momentum. Three customers are also starting to benefit
from Vodafone's market leading customer management processes and a
better network experience.
Other Europe and Türkiye
−
Strengthening
our position in Romania. In October 2025, we completed
the acquisition of Telekom Romania Mobile Communications S.A assets
for €30 million, increasing our local scale and supporting
returns growth.
−
Capitalising
on our customer experience step-up, we
have launched our 'Ask Once' promise in the first two markets
setting a new standard in customer service, with four additional
markets to follow over the next six months.
−
Expanding B2B
digital services across our footprint, with
14 product launches in mobility, unified communications and cloud
services. We have also been recognised by industry analysts as
leaders in 5G mobile private networks, unified communications
services and software-defined connectivity
solutions.
Africa
−
Continuing to
scale advanced financial services with
93.7 million financial services customers, including 12.7 million
Vodafone Cash customers (Egypt's market-leading mobile wallet). In
South Africa, we are supporting financial and digital inclusion
through our dual ecosystem, in which we offer leading services to
both consumers and merchants, by scaling and diversifying the
VodaPay super-app.
Generative AI
− Simplifying
customer care at scale through
call centre agent assistance, and our GenAI bot, SuperTobi already
live in all European markets with a 70% end-to-end resolution rate,
and higher customer satisfaction.
− Automating
network operations through
zero-touch processes, enabling faster, more accurate issue
resolution via real-time diagnostics - improving efficiency and
boosting customer experience. We have transformed our investment
planning for our next generation network infrastructure deployment,
by using real-time data to optimise RAN capital allocation and
prioritise areas of high consumer impact.
−
Supported by a
state-of-the-art architecture, with
multi-vendor APIs interconnected into our applications, a
pan-European data ocean and an integrated team implementing use
cases across markets.
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Financial Review ⫶ Good
H1 performance
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Financial results
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Total
revenue: Increased
by 7.3% to €19.6 billion reflecting strong service revenue
growth and the consolidation of Three UK, partially offset by
adverse foreign exchange movements.
−
Service
revenue: Increased
by 8.1% to €16.3 billion, and 5.7% on an organic basis. In
Q2, German service revenue returned to growth, and we saw continued
growth in the UK, Africa and Türkiye. Vodafone Business grew
by 2.6% in H1, and by 3.4% on an organic basis, supported by strong
demand for digital services.
−
Adjusted
EBITDAaL: Increased
by 5.9% to €5.7 billion (H1 FY25: €5.4 billion), and
6.8% on an organic basis, as service revenue growth in most markets
and the consolidation of Three UK was partially offset by the final
impact of the TV law change in Germany and continued commercial
investments.
−
Operating
profit: Decreased
by 9.2% to €2.2 billion (H1 FY25: €2.4 billion), with
Adjusted EBITDAaL growth offset by higher depreciation and
amortisation from the consolidation of Three UK, and lower other
income.
−
Earnings per
share: Basic
earnings per share from continuing operations was 3.38 eurocents,
compared to basic earnings per share of 3.92 eurocents for H1 FY25.
The decrease was primarily due to a lower operating profit, and a
higher income tax expense, partially offset by a lower weighted
average number of shares compared to the comparative
period.
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H1 FY261
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H1 FY25
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Reported
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€m
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€m
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change %
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Revenue
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19,609
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18,276
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7.3
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- Service revenue
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16,327
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15,109
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8.1
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- Other revenue
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3,282
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3,167
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Adjusted EBITDAaL2,3
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5,728
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5,411
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5.9
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Restructuring costs
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(186)
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(58)
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Interest on lease liabilities4
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292
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220
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Gain/(loss) on disposal of property, plant and equipment and
intangible assets
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155
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(12)
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Depreciation and amortisation of owned assets
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(4,095)
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(3,672)
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Share of results of equity accounted associates and joint
ventures
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182
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(40)
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Other income
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86
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533
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Operating profit
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2,162
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2,382
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(9.2)
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Investment and other income
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1,085
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566
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Financing costs
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(1,134)
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(843)
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Profit before taxation
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2,113
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2,105
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Income tax expense
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(1,061)
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(900)
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Profit for the financial period - Continuing
operations
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1,052
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1,205
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Profit for the financial period - Discontinued
operations
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-
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16
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Profit for the financial period
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1,052
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1,221
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Attributable to:
|
|
|
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- Owners of the parent
|
829
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1,064
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|
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- Non-controlling interests
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223
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157
|
|
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Profit for the financial period
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1,052
|
1,221
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|
|
|
|
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|
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Basic earnings per share - Continuing operations
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3.38c
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3.92c
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Basic earnings per share - Total Group
|
3.38c
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3.98c
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Adjusted basic earnings per share2
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6.92c
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4.84c
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Further information is available in a spreadsheet
at investors.vodafone.com/results
Notes:
1.
The H1 FY26 results reflect average foreign exchange rates of
€1: GBP 0.86, €1: INR 99.60, €1: ZAR 20.68,
€1: TRY 45.86 and €1: EGP 57.02.
2.
Adjusted EBITDAaL and Adjusted basic earnings per share are
non-GAAP measures. See page 46 for more
information.
3.
Includes depreciation on leased assets of €1,735 million (H1
FY25: €1,564 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.
Cash flow, funding & dividend
− Cash
from operating activities: Decreased
by 9.8% to €5.1 billion reflecting cash inflows from
discontinued operations in the prior period.
−
Adjusted
free cash flow: An
outflow of €0.6 billion, representing an improvement of
€0.4 billion compared to the prior year. This primarily
reflects higher Adjusted EBITDAaL and lower capital additions which
partially offset higher working capital and
tax.
− Net
debt: Increased
to €25.9 billion compared to €22.4 billion as at 31
March 2025. This was driven by a free cash outflow of €0.8
billion, together with €1.7 billion of additional debt
arising from the VodafoneThree merger, equity dividends of
€0.6 billion and share buybacks of €1.0 billion. This
was offset by other movements of €0.5 billion,
principally due to the early
repayment of certain bonds.
−
Current
liquidity: Cash
and cash equivalents and short-term investments totalled
€10.9 billion (€16.3 billion as at 31 March 2025). This
includes €0.2 billion of net collateral which has been posted
by Vodafone to counterparties as a result of mark-to-market
movements on derivative instruments (€1.3 billion posted to
Vodafone by counterparties as at 31 March
2025).
−
Shareholder
returns: The
interim dividend per share is 2.25 eurocents (H1 FY25: 2.25
eurocents). The ex-dividend date for the interim dividend is 20
November 2025 for ordinary shareholders and 21 November 2025 for
ADR holders, the record date is 21 November 2025 and the dividend
is payable on 5 February 2026. Total capital returned to
shareholders so far in FY26 totalled €1.5
billion.
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H1 FY26
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H1 FY25
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Reported
|
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Cash flow and funding
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€m
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€m
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change %
|
|
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Inflow from operating activities
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5,092
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5,644
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(9.8)
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(Outflow)/inflow from investing activities
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(1,874)
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2,467
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(176.0)
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Outflow from financing activities
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(6,918)
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(7,333)
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5.7
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Net cash (outflow)/inflow
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(3,700)
|
778
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(575.6)
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Cash and cash equivalents at the beginning of the financial
period
|
10,893
|
6,114
|
|
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Exchange loss on cash and cash equivalents
|
(192)
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(21)
|
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Cash and cash equivalents at the end of the financial
period
|
7,001
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6,871
|
|
|
|
|
|
|
|
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Borrowings less cash and cash
equivalents1
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(44,368)
|
(48,745)
|
9.0
|
|
|
|
|
|
|
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|
H1 FY26
|
H1 FY25
|
Reported
|
|
|
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€m
|
€m
|
change %
|
|
Adjusted free cash
flow2,3
|
(583)
|
(950)
|
38.6
|
|
|
Licences and spectrum
|
(45)
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(12)
|
|
|
|
Restructuring costs including working capital
movements
|
(122)
|
(115)
|
|
|
|
Integration capital additions
|
(21)
|
(12)
|
|
|
|
Other adjustments
|
-
|
(7)
|
|
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|
Free cash flow3
|
(771)
|
(1,096)
|
29.7
|
|
|
|
|
|
|
|
|
Net debt4
|
(25,939)
|
(31,775)
|
18.4
|
|
Notes:
1.
The H1 FY25 comparative for Borrowings less cash and cash
equivalents excludes an amount of €2,086 million in respect
of Vodafone Italy and Vodafone Spain which were reported as
discontinued operations.
2.
Adjusted free cash flow, Free cash flow and Net debt are non-GAAP
measures. See page 46 for more information.
3.
In addition to the reported total from continuing operations, there
was an outflow of €nil from discontinued operations included
in adjusted free cash flow for the six months ended 30 September
2025 (H1 FY25: €99 million outflow).
4.
The H1 FY25 comparative for Net debt excludes an amount of
€28 million in respect of Vodafone Italy and Vodafone Spain
which were reported as discontinued operations.
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Outlook & Dividend Policy
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In May 2025, we set out guidance for FY26 for Adjusted EBITDAaL and
Adjusted free cash flow.
Based on our performance in H1 and our outlook for the rest of the
year, we now expect to deliver at the 'upper end' of our FY26
guidance ranges.
In line with the ambition to grow the dividend within the capital
allocation policy announced in February 2024 and having now
completed the merger in the UK, we are committing to a progressive
dividend policy, reflecting our medium-term outlook for Adjusted
free cash flow growth. For FY26 we expect to grow the full year
dividend per share by 2.5%. Going forwards the interim dividend
will be set each year at 50% of the prior full year
dividend.
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FY26 guidance (inc. UK
merger)3,4
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Adjusted
EBITDAaL1 (Group)
|
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€11.3
- €11.6 billion
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Adjusted
EBITDAaL1 (Europe)
|
|
€7.5
- €7.7 billion
|
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Adjusted
free cash flow1,2 (Group)
|
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€2.4
- €2.6 billion
|
|
Notes:
1.
Adjusted EBITDAaL and Adjusted free cash flow are non-GAAP
measures. See page 46 for more information.
2.
Adjusted free cash flow is Free cash flow before licences and
spectrum, restructuring costs arising from discrete restructuring
plans, integration capital additions, working capital related items
and M&A.
3.
Excluding the impact of hyperinflationary accounting in
Türkiye.
4.
The FY26 guidance reflects the following foreign exchange rates:
€1:GBP 0.85: €1:ZAR 20.59; €1:TRY 43.42;
€1:EGP 56.74. The guidance assumes no material change to be
structure of the Group.
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Segment performance
|
|
|
Geographic performance summary
|
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Total revenue
|
Service revenue
|
Adjusted EBITDAaL1
|
Adjusted EBITDAaL
margin1
|
Capital additions
|
||||||||||||||||||||||||
|
H1
FY26
|
H1
FY25
|
H1
FY26
|
H1
FY25
|
H1
FY26
|
H1
FY25
|
H1
FY26
|
H1
FY25
|
H1
FY26
|
H1
FY25
|
||||||||||||||||||||
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€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
%
|
%
|
€m
|
€m
|
||||||||||||||||||||
|
Germany
|
5,996
|
6,122
|
5,425
|
5,500
|
2,191
|
2,290
|
36.5
|
37.4
|
971
|
1,035
|
|||||||||||||||||||
|
UK
|
4,409
|
3,448
|
3,664
|
2,891
|
884
|
707
|
20.0
|
20.5
|
562
|
355
|
|||||||||||||||||||
|
Other Europe2
|
2,804
|
2,804
|
2,415
|
2,410
|
835
|
784
|
29.8
|
28.0
|
333
|
341
|
|||||||||||||||||||
|
Türkiye
|
1,601
|
1,391
|
1,327
|
1,103
|
485
|
394
|
30.3
|
28.3
|
177
|
185
|
|||||||||||||||||||
|
Africa
|
3,950
|
3,705
|
3,183
|
2,951
|
1,347
|
1,214
|
34.1
|
32.8
|
456
|
444
|
|||||||||||||||||||
|
Common Functions3
|
970
|
906
|
388
|
322
|
(14)
|
22
|
|
|
301
|
627
|
|||||||||||||||||||
|
Eliminations
|
(121)
|
(100)
|
(75)
|
(68)
|
-
|
-
|
|
|
-
|
-
|
|||||||||||||||||||
|
Group
|
19,609
|
18,276
|
16,327
|
15,109
|
5,728
|
5,411
|
29.2
|
29.6
|
2,800
|
2,987
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Downloadable performance information is available
at: investors.vodafone.com/results
|
|||||||||||||||||||||||||||||
|
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|
|
|
|
|
|||||||||||||||||
|
Service revenue growth
|
FY25
|
FY26
|
|||||||||||||||||||||||||||
|
Q1
|
Q2
|
H1
|
Q3
|
Q4
|
H2
|
Total
|
Q1
|
Q2
|
H1
|
||||||||||||||||||||
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
||||||||||||||||||||
|
Germany
|
(1.5)
|
(6.2)
|
(3.9)
|
(6.4)
|
(6.0)
|
(6.2)
|
(5.0)
|
(3.2)
|
0.5
|
(1.4)
|
|||||||||||||||||||
|
UK
|
2.0
|
2.9
|
2.4
|
7.6
|
5.7
|
6.7
|
4.5
|
15.2
|
38.0
|
26.7
|
|||||||||||||||||||
|
Other Europe2
|
1.6
|
2.1
|
1.9
|
2.2
|
1.1
|
1.7
|
1.8
|
0.3
|
0.1
|
0.2
|
|||||||||||||||||||
|
Türkiye
|
54.7
|
18.8
|
33.2
|
97.5
|
15.2
|
50.4
|
42.3
|
22.1
|
18.7
|
20.3
|
|||||||||||||||||||
|
Africa
|
1.6
|
0.3
|
0.9
|
4.1
|
8.8
|
6.4
|
3.7
|
7.3
|
8.4
|
7.9
|
|||||||||||||||||||
|
Group
|
3.2
|
0.2
|
1.7
|
5.6
|
2.3
|
4.0
|
2.8
|
5.3
|
10.8
|
8.1
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Organic service revenue growth1
|
FY25
|
FY26
|
|||||||||||||||||||||||||||
|
Q1
|
Q2
|
H1
|
Q3
|
Q4
|
H2
|
Total
|
Q1
|
Q2
|
H1
|
||||||||||||||||||||
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
||||||||||||||||||||
|
Germany
|
(1.5)
|
(6.2)
|
(3.9)
|
(6.4)
|
(6.0)
|
(6.2)
|
(5.0)
|
(3.2)
|
0.5
|
(1.4)
|
|||||||||||||||||||
|
UK
|
-
|
1.2
|
0.6
|
3.3
|
3.1
|
3.2
|
1.9
|
0.9
|
1.2
|
1.1
|
|||||||||||||||||||
|
Other Europe2
|
2.3
|
2.6
|
2.5
|
2.6
|
0.8
|
1.7
|
2.1
|
0.2
|
(0.5)
|
(0.1)
|
|||||||||||||||||||
|
Türkiye
|
91.9
|
89.1
|
90.3
|
83.4
|
73.2
|
78.1
|
83.4
|
63.8
|
48.4
|
55.6
|
|||||||||||||||||||
|
Africa
|
10.0
|
9.7
|
9.9
|
11.6
|
13.5
|
12.6
|
11.3
|
13.8
|
13.5
|
13.7
|
|||||||||||||||||||
|
Group
|
5.4
|
4.2
|
4.8
|
5.2
|
5.4
|
5.3
|
5.1
|
5.5
|
5.8
|
5.7
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Group profitability
|
|
FY25
|
FY26
|
||||||||||||||||||||||||||
|
|
Q1
|
Q2
|
H1
|
Q3
|
Q4
|
H2
|
Total
|
Q1
|
Q2
|
H1
|
|||||||||||||||||||
|
Operating profit/(loss)
|
€m
|
1,545
|
837
|
2,382
|
1,022
|
(3,815)
|
(2,793)
|
(411)
|
1,015
|
1,147
|
2,162
|
||||||||||||||||||
|
Adjusted EBITDAaL1
|
€m
|
2,681
|
2,730
|
5,411
|
2,828
|
2,693
|
5,521
|
10,932
|
2,748
|
2,980
|
5,728
|
||||||||||||||||||
|
Adjusted EBITDAaL margin1
|
%
|
29.7
|
29.5
|
29.6
|
28.8
|
28.8
|
28.8
|
29.2
|
29.3
|
29.1
|
29.2
|
||||||||||||||||||
|
Organic Adjusted EBITDAaL growth1
|
%
|
5.1
|
2.5
|
3.8
|
2.2
|
0.3
|
1.3
|
2.5
|
4.9
|
8.7
|
6.8
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
1.
Organic service revenue growth, Group Adjusted EBITDAaL and Group
Adjusted EBITDAaL margin are non-GAAP measures. See page 46 for
more information.
2.
Other Europe markets comprise Portugal, Ireland, Greece, Romania,
Czech Republic and Albania.
3.
Capital additions includes software arrangements managed centrally
on behalf of the Group.
|
Germany ⫶ Return
to service revenue growth in Q2
|
|||||
|
|
|
|
|
|
|
|
33%
|
|
€6.0bn
|
|
(1.4%)
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
38%
|
|
€2.2bn
|
|
(4.3%)
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
H1 FY26
|
H1 FY25
|
Reported
|
Organic
|
|
|
€m
|
€m
|
growth %
|
growth %1
|
|
|
Total revenue
|
5,996
|
6,122
|
(2.1)
|
|
|
|
- Service revenue
|
5,425
|
5,500
|
(1.4)
|
(1.4)
|
|
|
- Other revenue
|
571
|
622
|
|
|
|
|
Adjusted EBITDAaL
|
2,191
|
2,290
|
(4.3)
|
(4.3)
|
|
|
Adjusted EBITDAaL margin
|
36.5%
|
37.4%
|
|
|
|
Note:
1. Organic growth is a non-GAAP
measure. See page 46 for more information.
Growth
Total revenue decreased by 2.1% to €6.0 billion as a result
of lower service and equipment revenue. Service revenue declined
1.4% (Q1: -3.2%, Q2: 0.5%) including a -1.5 percentage point impact
(Q1: -2.9 percentage point, Q2: nil) from the end of bulk TV
contracting in Multi Dwelling Units ('MDUs'). Service revenue
returned to growth in Q2 supported by the end of the MDU impact and
higher mobile wholesale revenue.
Fixed service revenue decreased by 5.2% (Q1: -8.0%, Q2: -2.3%). The
MDU transition had a 2.7 percentage point impact (Q1: -5.3
percentage point, Q2: nil). Excluding this, our performance was
primarily impacted by lower TV ARPU.
Mobile service revenue grew by 3.3% (Q1: 2.7%, Q2: 3.8%) driven by
higher wholesale revenue as we continued to migrate 1&1
customers onto our network, partially offset by ARPU pressure from
higher competitive intensity in the mobile market. By the end of
Q2, we had successfully migrated 10.5 million 1&1 customers and
expect revenues to reach full run-rate in Q4 FY26.
Vodafone Business service revenue declined by 1.2% (Q1: -0.9%, Q2:
-1.6%), as pressure in core connectivity services was partially
offset by strong digital services demand.
Adjusted EBITDAaL declined by 4.3%, of which a -2.4 percentage
point impact related to the MDU transition. Excluding this impact,
the decline in Adjusted EBITDAaL was largely driven by the
continued impact of higher commercial investment in the prior year.
The Adjusted EBITDAaL margin was 0.9 percentage points lower
year-on-year at 36.5%.
Customers
Our broadband customer base declined by 49,000 in H1 (Q1: -23,000,
Q2: -26,000). During H1, our focus remained on driving value
through front-book ARPU improvements and lower promotional
activity. We continue to be the largest provider of fixed line
gigabit connectivity in Germany, as we market gigabit speeds to
almost 75% of homes, with 5 million fibre households passed beyond
our own cable footprint of 25 million households. Our OXG joint
venture's fibre buildout is gaining good momentum with 350,000
households now passed. Our TV customer base increased by 90,000
(Q1: 28,000, Q2: 62,000) reflecting our strategy to bundle basic TV
services with broadband. This was partially offset by the ongoing
decline in demand for standalone linear TV services.
Our mobile contract customer base declined by 37,000 (Q1, -36,000,
Q2: -1,000) in H1, due to low ARPU Business disconnections and the
continued reduction of customers through resellers' channels, in
the context of a highly competitive mobile market. Contract churn
is lower year-on-year, supported by ongoing investments in customer
experience. We also connected a further 4.7 million IoT
devices.
Operational actions
We continue to invest in our network, customer experience, brand
and in Business digital services. Our Net Promoter Score on our
cable network continued to improve and is now at its highest-ever
level, and we have once again been recognised as a leader in
independent network tests results. In May 2025, we announced that
Vodafone will be the new main sponsor of eight-time German football
champions, Borussia Dortmund, for the next five years. In August
2025, we expanded our new mobile device financing offer to all
sales channels and launched a five-year warranty, providing
customers with greater flexibility and support. In fixed broadband,
we have taken several actions to support our front-book value. On
30 October 2025, we announced that we had entered into a binding
agreement to acquire 100% of Skaylink enabling our Business and
public sector customers to access an enhanced suite of digital
services and support.
|
UK ⫶ Fast
start on integration, delivering network improvements to our
customers
|
|||||
|
|
|
|
|
|
|
|
22%
|
|
€4.4bn
|
|
1.1%
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
15%
|
|
€0.9bn
|
|
5.4%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
H1 FY26
|
H1 FY25
|
Reported
|
Organic
|
|
|
€m
|
€m
|
growth %
|
growth %1
|
|
|
Total revenue
|
4,409
|
3,448
|
27.9
|
|
|
|
- Service revenue
|
3,664
|
2,891
|
26.7
|
1.1
|
|
|
- Other revenue
|
745
|
557
|
|
|
|
|
Adjusted EBITDAaL
|
884
|
707
|
25.0
|
5.4
|
|
|
Adjusted EBITDAaL margin
|
20.0%
|
20.5%
|
|
|
|
Note:
1. Organic growth is a non-GAAP
measure. See page 46 for more information.
Growth
Total revenue increased by 27.9% to €4.4 billion due to the
consolidation of Three UK's financial results following the
completion of the merger on 31 May 2025. Service revenue increased
by 26.7%, with organic growth in service revenue of 1.1% (Q1: 0.9%,
Q2: 1.2%) as growth in Consumer broadband and Wholesale was
partially offset by a decline in Business.
Mobile service revenue grew by 35.8% (Q1: 19.6%, Q2: 51.6%).
Organic growth in mobile service revenue was 0.4% (Q1: 0.4%, Q2:
0.4%), as growth in Wholesale was largely offset by a decline in
the Three UK Consumer contract base and ARPU pressure in
Business.
Fixed service revenue grew by 2.4% (Q1: 3.1%, Q2: 1.8%) and organic
growth in fixed service revenue was 3.5% (Q1: 2.7%, Q2: 4.3%) with
continued strong growth in Consumer broadband, partially offset by
a decline in Business.
Vodafone Business service revenue increased by 0.4% (Q1: -0.8% Q2:
1.5%). On an organic basis, Vodafone Business service revenue
decreased by 2.3% (Q1: -3.0%, Q2: -1.7%) due to planned managed
services contract terminations and continued mobile ARPU pressure.
This was partially offset by good demand for digital services and
growth in Three's B2B customer base.
Adjusted EBITDAaL increased by 25.0%, and on an organic basis,
Adjusted EBITDAaL increased by 5.4%, which was largely driven by
service revenue growth, increasing margins in broadband, and the
phasing of marketing spend. The Adjusted EBITDAaL margin decreased
by 0.5 percentage points year-on-year to 20.0%, and on an organic
basis grew by 1.2 percentage points year-on-year.
Customers
During H1, we continued to build upon our market leading customer
experience and launched our industry leading "Just Ask Once"
proposition for Vodafone customers.
In mobile, our contract customer base decreased by 32,000 in H1
driven by Three UK contract customer losses, partly offset by good
growth in our Fixed Wireless Access ('FWA') offer. In prepaid, our
VOXI and SMARTY brands continued to grow well with 104,000
customers added in H1.
In fixed, our customer base increased by 94,000 over the period. We
can now serve 21.8 million households with gigabit speeds, having
further expanded our footprint through our wholesale strategic
agreement with Community Fibre in London.
VodafoneThree Integration
On 31 May 2025, we completed the merger of Vodafone UK and Three
UK. Full details of the transaction can be found
here: Completion
of Vodafone and Three merger in the UK.
VodafoneThree is now the biggest mobile network operator in the UK
with 28.8 million customers, with a multi-brand mobile strategy in
Consumer through the Vodafone, Three, VOXI, SMARTY and Talkmobile
brands. We have made a fast start integrating the two businesses
and delivering the best-in-class network and experience we promised
our customers.
We have made immediate improvements to our network. Within just two
weeks, through sharing of combined spectrum, 7 million Three and
SMARTY customers have benefitted from improved 4G speeds of up to
40%. Within a few months, 28.8 million Vodafone and Three customers
have started to benefit from seamlessly using both networks with
over 5,000 radio sites already upgraded. By the end of the year, we
will have removed a total of 16,500 km2 of
'not spot' areas.
|
Other Europe1 ⫶ Stable
despite market conditions in Portugal
|
|||||
|
|
|
|
|
|
|
|
15%
|
|
€2.8bn
|
|
(0.1%)
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
15%
|
|
€0.8bn
|
|
6.1%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
H1 FY26
|
H1 FY25
|
Reported
|
Organic
|
|
|
€m
|
€m
|
growth %
|
growth %2
|
|
|
Total revenue
|
2,804
|
2,804
|
-
|
|
|
|
- Service revenue
|
2,415
|
2,410
|
0.2
|
(0.1)
|
|
|
- Other revenue
|
389
|
394
|
|
|
|
|
Adjusted EBITDAaL
|
835
|
784
|
6.5
|
6.1
|
|
|
Adjusted EBITDAaL margin
|
29.8%
|
28.0%
|
|
|
|
Notes:
1. Other Europe markets comprise
Portugal, Ireland, Greece, Romania, Czech Republic and
Albania.
2. Organic growth is a non-GAAP
measure. See page 46 for more information.
Growth
Total revenue was stable year-on-year at €2.8 billion.
Service revenue grew by 0.2% (Q1: 0.3%, Q2: 0.1%) and organic
service revenue declined 0.1% (Q1: 0.2%, Q2: -0.5%) due to
continued ARPU pressure in Portugal as well as Business project
phasing.
In Portugal, as anticipated following the launch of a fourth
player, service revenue was impacted by lower mobile ARPU, more
than offsetting fixed growth. Despite increased competitive
intensity in the market, our mobile contract customer base
continues to grow. In Ireland, service revenue growth was supported
by Business growth and a higher broadband customer base. In Greece,
service revenue was broadly stable as growth in mobile was largely
offset by the phasing of Business project revenue. In Romania
service revenue decline was due to competitive pressure and
Business revenue phasing.
Vodafone Business service revenue increased by 0.3% (Q1: 1.6%, Q2:
-1.0%), with flat organic growth (Q1: 1.5%, Q2: -1.4%), driven by
good growth across most markets offset by public sector revenue
phasing in Greece and Romania.
Adjusted EBITDAaL increased by 6.5% and on an organic basis,
Adjusted EBITDAaL increased by 6.1%, supported by a legal one-off
in Portugal. The Adjusted EBITDAaL margin increased by 1.8
percentage points year-on-year to 29.8%.
Customers
During H1, we added 103,000 mobile contract customers across our
six markets, mainly driven by Portugal, Greece, and the Czech
Republic, and our broadband base remained broadly stable. In
Portugal, we added 77,000 contract customers in mobile and 5,000 in
fixed broadband. In Greece, the mobile contract base grew by
54,000, though fixed broadband customers declined by 9,000. In
Ireland, our mobile contract customer base declined by 6,000 and
the broadband customer base increased by 9,000. Through our fixed
wholesale network access partnerships, including our fibre joint
venture, SIRO, we now cover over 2.2 million households in Ireland
with FTTH.
Portfolio
On 1 October 2025, we completed the acquisition of Telekom Romania
Mobile Communications S.A ('TKRM') for €30 million. This
transaction strengthens our position in the market, increasing both
our local scale and unlocking significant synergy benefits. We have
acquired TKRM and its post-paid customer base, while Digi Romania
S.A. has acquired TKRM's pre-paid customer business. Both companies
have also gained additional spectrum and towers as part of the
transaction.
|
Türkiye ⫶ Good
growth, inflation moderating
|
|||||
|
|
|
|
|
|
|
|
8%
|
|
€1.6bn
|
|
55.6%
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
8%
|
|
€0.5bn
|
|
58.0%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
H1 FY26
|
H1 FY25
|
Reported
|
Organic
|
|
|
€m
|
€m
|
growth %
|
growth %1
|
|
|
Total revenue
|
1,601
|
1,391
|
15.1
|
|
|
|
- Service revenue
|
1,327
|
1,103
|
20.3
|
55.6
|
|
|
- Other revenue
|
274
|
288
|
|
|
|
|
Adjusted EBITDAaL
|
485
|
394
|
23.1
|
58.0
|
|
|
Adjusted EBITDAaL margin
|
30.3%
|
28.3%
|
|
|
|
Note:
1. Organic growth is a non-GAAP
measure. See page 46 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 unaudited condensed consolidated financial statements for
further information.
Organic growth metrics exclude the impact of the hyperinflation
adjustment and foreign exchange translation in Türkiye. See
page 47 for more information.
Growth
Total revenue increased by 15.1% to €1.6 billion, with
service revenue growth partly offset by depreciation of the local
currency versus the euro.
Service revenue increased by 55.6% (Q1: 63.8%, Q2: 48.4%) on an
organic basis. In euro terms, service revenue growth was 20.3% (Q1:
22.1%, Q2: 18.7%) as reported under IAS 29. Excluding the impact of
hyperinflationary accounting adjustments, service revenue increased
by 21.6% in euro terms (Q1: 29.6%, Q2: 14.8%). Growth in
Türkiye was primarily driven by ongoing price actions, value
accretive base management, increased data usage and strong growth
in Business.
Vodafone Business service revenue increased by 66.0% (Q1: 72.7%,
Q2: 59.8%:) on an organic basis, supported by growth in mobile
connectivity, increased data centre usage and demand for digital
services.
Adjusted EBITDAaL increased by 58.0% on an organic basis, supported
by service revenue growth and ongoing digitalisation. Adjusted
EBITDAaL continued to grow in euro terms and increased by 23.1%
during the period. The Adjusted EBITDAaL margin increased by 2
percentage points year-on-year to 30.3%.
Customers
We added 511,000 mobile contract customers during H1, including
migrations of prepaid customers. Through our ongoing customer
experience initiatives, we have seen a 34% reduction in our share
of deep detractors to its lowest ever level.
5G spectrum
On 16 October 2025, Vodafone Türkiye successfully acquired a
total of 100 MHz of spectrum in the country's 5G auction, for a
total cost of US$627 million (€539 million). Payments will be
phased equally over three financial years. Vodafone Türkiye
will launch 5G services during 2026. We also renewed all of our
existing spectrum holdings, which were due to expire in 2029, until
2042.
|
Africa ⫶ Growth
across all markets
|
|||||
|
|
|
|
|
|
|
|
19%
|
|
€4.0bn
|
|
13.7%
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
24%
|
|
€1.3bn
|
|
17.0%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
H1 FY26
|
H1 FY25
|
Reported
|
Organic
|
|
|
€m
|
€m
|
growth %
|
growth %1
|
|
|
Total revenue
|
3,950
|
3,705
|
6.6
|
|
|
|
- Service revenue
|
3,183
|
2,951
|
7.9
|
13.7
|
|
|
- Other revenue
|
767
|
754
|
|
|
|
|
Adjusted EBITDAaL
|
1,347
|
1,214
|
11.0
|
17.0
|
|
|
Adjusted EBITDAaL margin
|
34.1%
|
32.8%
|
|
|
|
Note:
1. Organic growth is a non-GAAP
measure. See page 46 for more information.
Growth
Total revenue increased by 6.6% to €4.0 billion as service
revenue was partly offset by the depreciation of local currencies
versus the euro. Service revenue increased by 7.9% (Q1: 7.3%, Q2:
8.4%) and organic growth in service revenue was up by 13.7% (Q1:
13.8%, Q2: 13.5%), with growth in South Africa, Egypt and all of
Vodacom's international markets.
In South Africa, organic service revenue increased by 2.2% (Q1:
2.9%, Q2: 1.4%) due to growth in the mobile contract segment,
supported by price increases, good demand for fixed connectivity
and improved performance in Wholesale. This was partially offset by
a decline in prepaid, reflecting increased price competition.
Financial services revenue continued to perform well with organic
growth of 6.3%, supported by demand for insurance
products.
Service revenue in Egypt grew by 42.5% (Q1: 43.9%, Q2: 41.2%) on an
organic basis, well above inflation driven by sustained customer
base growth, good data demand and price actions in prior quarters.
Our financial services product, 'Vodafone Cash' continued to grow
with revenue increasing by 36.7% and now represents 7.9% of Egypt's
service revenue.
In Vodacom's international markets, service revenue grew by 13.7%
(Q1: 12.6%, Q2: 14.7%) on an organic basis supported by strong
demand for data, an acceleration in M-Pesa revenue and a strong
performance in the DRC and Tanzania. Mozambique also returned to
growth in Q2. M-Pesa revenue grew by 21.7% in H1 on an organic
basis and represents 29.1% of service revenue.
Vodacom Business service revenue grew by 5.7% (Q1: 5.7%, Q2: 5.8%)
with organic growth of 11.0% (Q1: 11.2%, Q2: 10.8%), driven by
growth in connectivity and strong demand for digital
services.
Adjusted EBITDAaL increased by 11.0% as the depreciation of local
currencies versus the euro was more than offset by organic growth.
On an organic basis, Adjusted EBITDAaL increased by 17.0% due to
service revenue growth, ongoing cost initiatives, and the lapping
of prior year one-off impacts in the DRC, which were partially
offset by a one-off cost in South Africa. The Adjusted
EBITDAaL margin increased by 1.3 percentage points year-on-year
(1.4 percentage points on an organic basis) to 34.1%.
Customers
In South Africa, we lost 18,000 mobile contract customers in H1 and
now have a mobile contract customer base of 6.9 million. Customer
NPS continued to improve and is now market-leading. 'VodaPay' grew
to 14.1 million registered users, with 3.3 million users added
during H1 driven by our insurance, payments and lending marketplace
businesses.
In Egypt, we added 197,000 mobile contract customers and 1.5
million prepaid mobile customers, supported by our market-leading
NPS and we now have a total of 53.1 million mobile customers. In
June 2025, we announced the launch of our 5G commercial
services. 'Vodafone Cash' grew to 12.7 million active users,
with 1.2 million users added during H1.
In Vodacom's international markets, we added 3.7 million mobile
customers in H1, and our mobile customer base is now 63.7 million,
with 66.2% of active customers using our data services. Our M-Pesa
customer base now totals 27.1 million active users with 1.9 million
users added during the period.
Portfolio
On 14 August 2025, South Africa's Competition Appeal Court approved
Vodacom's proposed fibre joint venture with Maziv (Proprietary)
Limited, with conditions. Vodacom intends to acquire a 30% stake in
Maziv, the parent company of Vumatel and Dark Fibre Africa. The
transaction is subject to unconditional approval from the
telecommunications regulator, ICASA.
|
Vodafone Investments
|
|
|
|
|
|
|
|
|
|
Associates and joint ventures
|
H1 FY26
|
H1 FY25
|
|
|
€m
|
€m
|
||
|
Vantage Towers (Oak Holdings 1 GmbH)
|
125
|
(27)
|
|
|
VodafoneZiggo Group Holding B.V.
|
(60)
|
(59)
|
|
|
Safaricom Limited
|
115
|
79
|
|
|
Indus Towers Limited
|
-
|
55
|
|
|
Other1 (including
TPG Telecom Limited)
|
2
|
(88)
|
|
|
Share of results of equity accounted associates and joint
ventures
|
182
|
(40)
|
|
|
|
|
|
|
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 Joint Venture - 44.7% ownership
During H1, total revenue increased by 4.9% to €644 million,
supported by 1,027 net new tenancies and 367 new macro sites. As a
result, the tenancy ratio increased to 1.54x (31 March 2025:
1.53x). During the period, Vantage Towers distributed €156
million in dividends to Vodafone.
VodafoneZiggo Joint Venture (Netherlands) - 50.0%
ownership
In May 2025, VodafoneZiggo announced a new strategic plan to regain
commercial momentum, implement a leaner and more agile operating
model and accelerate the upgrade of their network to DOCSIS 4.0.
During H1, VodafoneZiggo's mobile contract base grew by 9,000 and
broadband net additions performance improved throughout the period
(Q1: -27,000, Q2: -19,000). In October 2025, the company announced
the launch of a new 2 Gbps top speed offer as part of their network
upgrade plans. VodafoneZiggo also entered into a strategic
partnership with Delta Fiber, expanding its coverage area to over
600,000 additional addresses where the company does not have its
own network.
Total revenue decreased 3.1% to €2.0 billion in H1, with
declines in both service and non-service revenue. The decline in
service revenue was primarily driven by a lower broadband customer
base and mobile ARPU in Business. Vodafone's share of net loss in
H1 FY26 was €60 million, driven by lower operating income
partially offset by higher gains on derivative financial
instruments and tax. During the period, Vodafone received €26
million in interest payments.
Safaricom Associate (Kenya) - 27.8% ownership
Safaricom service revenue grew by 4.8% to €1.3 billion, with
organic growth of 10.2%. Vodafone's higher share of results was due
to a strong result in Kenya and lapping a prior year devaluation in
Ethiopia. During H1 FY26, Vodafone received €69 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 H1 FY26, the Group received €10 million in
dividends from its direct stake in TPG. The Group provides
guarantees amounting to US$1.0 billion and €0.6 billion
(2024: US$1.0 billion and €0.6 billion) in relation to its
50% share in a multicurrency loan facility held by the joint
venture. On 5 August 2025, following the Vocus sale with net
proceeds of AU$4.7 billion, TPG Telecom announced a capital
management plan including an AU$3 billion capital reduction for
shareholders. A Reinvestment Plan will give the opportunity to
minority shareholders to reinvest proceeds into new shares at a
discount, raising up to AU$688 million. TPG has also repaid AU$1.7
billion in debt, with additional repayments planned from the
Reinvestment Proceeds.
Vodafone Idea Limited Joint Venture (India) - 16.1%
ownership
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.
|
Net financing costs
|
|
|
|
|
|
|
|
H1 FY26
|
H1 FY25
|
Reported
|
|
|
|
€m
|
€m
|
change %
|
|
Investment and other income
|
1,085
|
566
|
|
|
|
Financing costs
|
(1,134)
|
(843)
|
|
|
|
Net financing costs
|
(49)
|
(277)
|
82.3
|
|
|
Adjustments for:
|
|
|
|
|
|
|
Mark-to-market losses/(gains)
|
177
|
(55)
|
|
|
|
Foreign exchange (gains)/losses
|
(101)
|
14
|
|
|
|
Fair value gains on Other Investments through profit and
loss
|
-
|
(242)
|
|
|
Adjusted net financing income/(costs)1
|
27
|
(560)
|
104.8
|
|
Note:
1.
Adjusted net financing costs is a non-GAAP measure. See page 46 for
more information.
Net financing costs of €49 million (H1 FY25: €277
million) includes a gain of €782 million (HY FY25: €238
million) on certain bonds bought back prior to their maturity
dates, and a revaluation gain on Other investments classified at
fair value through profit and loss of €242 million in H1
FY25.
Adjusted net financing income of €27 million (H1 FY25: net
financing costs of €560 million), excluding the gains from
the early redemption of the bonds bought back in each of the
respective periods, reflects a decrease in net financing costs due
to a lower net debt position compared to the prior
period.
|
|
|
|
|
|
|
Taxation
|
|
|
|
|
|
|
|
H1 FY26
|
H1 FY25
|
Reported
|
|
|
%
|
%
|
change pps
|
|
|
Effective tax rate
|
50.2%
|
42.8%
|
7.4
|
|
|
Adjusted effective tax rate1
|
27.4%
|
18.0%
|
9.4
|
|
Note:
1.
Adjusted effective tax rate is a non-GAAP measure. See page 46 for
more information.
The Group's Effective tax rate ('ETR') for H1 FY26 was
50.2%.
The increase in the Group's ETR reflects the one-off €269
million tax charge arising on the write-down of deferred tax
balances in Germany as a result of the enacted gradual 5% corporate
income tax rate reduction between 2027 and 2032 and a net €42
million tax charge as an effect of hyperinflation accounting
adjustments in Türkiye (H1 FY25: €41 million
charge).
The Group's Adjusted ETR ('AETR') for H1 FY26 was 27.4% (H1 FY25:
18.0%). This
excludes the impact of the German tax rate change, hyperinflation
accounting adjustments in Türkiye and
the €172 million (H1 FY25: €319 million) deferred tax
charge for utilisation of recognised tax losses in Luxembourg. The
Group's H1 FY26 AETR is approximately 9% higher than H1 FY25. The
H1 FY25 AETR was reduced by higher loss utilisation from lending to
Vodafone Spain and Vodafone Italy, while the related local benefit
was excluded in discontinued operations.
The ETR for H1 FY25 reflected a €714 million accounting gain
on the sale of an 18% stake in Indus Towers Limited without tax
gain, the recognition of a financial liability at fair value of
€238 million on the secondary pledge to Indus Towers without
a tax credit, €319 million relating to the use of losses in
Luxembourg, a €164 million tax charge arising on the
€26 million net gain on the disposal of a 10% stake in Oak
Holdings GmbH, and a net €41 million tax charge as an effect
of hyperinflation accounting adjustments in Türkiye. Those
items, when excluded, resulted in an AETR for H1 FY25 of
18.0%.
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
Reported
|
|
|
|
H1 FY26
|
H1 FY25
|
change
|
|
|
|
eurocents
|
eurocents
|
eurocents
|
|
Basic earnings per share - Continuing operations
|
3.38c
|
3.92c
|
(0.54)c
|
|
|
Basic earnings per share - Total Group
|
3.38c
|
3.98c
|
(0.60)c
|
|
|
|
|
|
|
|
|
Adjusted basic earnings per share1
|
6.92c
|
4.84c
|
2.08c
|
|
Note:
1. Adjusted basic earnings per share
is a non-GAAP measure. See page 46 for more
information.
Basic earnings per share from continuing operations was 3.38
eurocents, compared to basic earnings per share of 3.92 eurocents
for H1 FY25. The decrease was primarily due to a lower operating
profit, and a higher income tax expense, partially offset by a
lower weighted average number of shares compared to the comparative
period.
Adjusted basic earnings per share was 6.92 eurocents, compared to
4.84 eurocents for H1 FY25. The increase was primarily due to
higher adjusted EBITDAaL and lower adjusted net financing
costs arising
from a gain of €782 million (HY FY25: €238 million) on
certain bonds bought back prior to their maturity dates, which
outweighed a higher adjusted tax rate.
|
Cash flow & funding
|
|
|
|
|
|
|
|
|
|
|
Analysis of cash flow
|
|
|
|
|
|
H1 FY26
|
H1 FY25
|
Reported
|
|
|
€m
|
€m
|
change %
|
|
Inflow from operating activities
|
5,092
|
5,644
|
(9.8)
|
|
(Outflow)/inflow from investing activities
|
(1,874)
|
2,467
|
(176.0)
|
|
Outflow from financing activities
|
(6,918)
|
(7,333)
|
5.7
|
|
Net cash (outflow)/inflow
|
(3,700)
|
778
|
(575.6)
|
|
Cash and cash equivalents at the beginning of the financial
period
|
10,893
|
6,114
|
|
|
Exchange loss on cash and cash equivalents
|
(192)
|
(21)
|
|
|
Cash and cash equivalents at the end of the financial
period
|
7,001
|
6,871
|
|
Cash inflow from operating activities decreased to €5,092
million, reflecting cash inflows from discontinued operations in
the comparative period.
Outflow from investing activities decreased by €4,341 million
to €1,874 million, primarily due to proceeds from the
disposals of 10% of Oak Holdings 1 GmBH (€1,336 million), 18%
of Indus Towers Limited (€1,684 million) and Vodafone Spain
(€3,669 million) in the comparative period, which outweighed
lower cash outflows from discontinued operations and
a higher net inflow in respect of short-term investments.
Short-term investments include highly liquid government and
government-backed securities and managed investment funds that are
in highly rated and liquid money market investments with liquidity
of up to 90 days.
Outflows from financing activities decreased to €6,918
million resulting from gains
on certain bonds bought back prior to their maturity date, lower
cash inflows from discontinued operations and
lower dividends paid, which outweighed higher net cash outflows in
respect of repayment of borrowings.
|
Analysis of cash flow (continued)
|
|
|
|
|
|
H1 FY26
|
H1 FY25
|
Reported
|
|
|
€m
|
€m
|
change %
|
|
Adjusted EBITDAaL1
|
5,728
|
5,411
|
5.9
|
|
Capital additions2
|
(2,800)
|
(2,987)
|
|
|
Working capital3
|
(2,717)
|
(2,636)
|
|
|
Disposal of property, plant and equipment and intangible
assets
|
14
|
7
|
|
|
Integration capital additions
|
(21)
|
(12)
|
|
|
Restructuring costs including working capital
movements4
|
(122)
|
(115)
|
|
|
Licences and spectrum
|
(45)
|
(12)
|
|
|
Interest received and paid5,6
|
(455)
|
(493)
|
|
|
Taxation
|
(522)
|
(393)
|
|
|
Dividends received from associates and joint ventures
|
235
|
243
|
|
|
Dividends paid to non-controlling shareholders in
subsidiaries
|
(141)
|
(157)
|
|
|
Other
|
75
|
48
|
|
|
Free cash flow1
|
(771)
|
(1,096)
|
29.7
|
|
Acquisitions and disposals
|
(1,722)
|
6,564
|
|
|
Equity dividends paid
|
(558)
|
(1,201)
|
|
|
Share buybacks
|
(973)
|
(879)
|
|
|
Foreign exchange loss
|
(14)
|
(177)
|
|
|
Other movements in net debt6
|
496
|
(1,744)
|
|
|
Net debt (increase)/decrease1
|
(3,542)
|
1,467
|
|
|
Opening net debt1
|
(22,397)
|
(33,242)
|
|
|
Closing net debt1
|
(25,939)
|
(31,775)
|
18.4
|
|
Net debt of Vodafone Spain and Vodafone Italy1
|
-
|
28
|
|
|
Closing net debt incl. Vodafone Spain
and Vodafone Italy1
|
(25,939)
|
(31,747)
|
18.3
|
|
|
|
|
|
|
Free cash flow1
|
(771)
|
(1,096)
|
|
|
Adjustments:
|
|
|
|
|
- Licences and spectrum
|
45
|
12
|
|
|
- Restructuring costs including working capital
movements4
|
122
|
115
|
|
|
- Integration capital additions
|
21
|
12
|
|
|
- Other adjustments
|
-
|
7
|
|
|
Adjusted free cash flow1
|
(583)
|
(950)
|
|
Notes:
1. Adjusted EBITDAaL, Free cash
flow, Adjusted free cash flow and Net debt are non-GAAP measures.
See page 46 for more information.
2. See page 58 for an analysis of
tangible and intangible additions in the
year.
3. Includes the impact of €138
million of Trade payables for which the Group has extended payment
terms from 30 to 90 days through the use of reverse factoring at 30
September 2025 (31 March 2025: €148
million).
4. Includes working capital in
respect of integration capital additions.
5. Interest received and paid
excludes €291 million outflow (H1 FY25: €208 million
outflow) in relation to the cash portion of interest on lease
liabilities included within Adjusted EBITDAaL.
6. Other movements in net debt
includes €782 million in relation to
gains on certain bonds bought back prior to their maturity
date. Other movements in net debt for
H1 FY25 includes a net outflow from discontinued operations of
€224 million, together with the partial repayment of
borrowings secured against Indian assets of €1,699
million.
Acquisitions and disposals includes net debt acquired on the merger
of Vodafone and Three into VodafoneThree Holdings Limited ('VTHL')
in the UK of €2,042 million, offset by €348 million of
equity funding injected into VTHL by Hutchison.
Adjusted free cash flow was an outflow of €583 million in the
period, representing an improvement of €367 million compared
to the comparative period. This primarily reflects higher adjusted
EBITDAaL and lower capital additions which outweighed higher
working capital and taxation outflows.
|
Borrowings and cash position
|
|
|
|
|
|
|
|
H1 FY26
|
Year-end FY25
|
Reported
|
|
|
|
€m
|
€m
|
change %
|
|
Non-current borrowings
|
(44,179)
|
(46,096)
|
|
|
|
Current borrowings
|
(7,276)
|
(7,047)
|
|
|
|
Borrowings
|
(51,455)
|
(53,143)
|
|
|
|
Cash and cash equivalents
|
7,087
|
11,001
|
|
|
|
Borrowings less cash and cash equivalents
|
(44,368)
|
(42,142)
|
(5.3)
|
|
Borrowings include bonds of €34,059 million (31 March 2025:
€36,402 million), lease liabilities of €12,335 million
(31 March 2025: €10,826 million), cash collateral liabilities
of €1,315 million (31 March 2025: €2,357 million) and
loans and other borrowings of €3,746 million (31 March 2025:
€3,558 million).
The decrease in borrowings of €1,688 million was primarily
driven by a reduction in bonds (€2,343 million) as a result
of the early repayment of certain bonds and favourable foreign
exchange movements, together with a reduction in collateral
liabilities (€1,042 million), which outweighed an increase in
lease liabilities (€1,509 million) arising primarily from the
VodafoneThree merger in the UK.
|
|
|
|
|
|
|
Funding position
|
|
|
|
|
|
|
H1 FY26
|
Year-end FY25
|
Reported
|
|
|
|
|
€m
|
€m
|
change %
|
|
Bonds
|
(34,059)
|
(36,402)
|
|
|
|
Bank loans
|
(1,315)
|
(1,213)
|
|
|
|
Other borrowings including spectrum
|
(2,431)
|
(2,345)
|
|
|
|
Gross debt1
|
(37,805)
|
(39,960)
|
5.4
|
|
|
Cash and cash equivalents
|
7,087
|
11,001
|
|
|
|
Non-current investments in sovereign securities
|
904
|
913
|
|
|
|
Short-term investments2
|
3,773
|
5,280
|
|
|
|
Derivative and other financial instruments3
|
(78)
|
1,716
|
|
|
|
Net collateral assets /(liabilities)4
|
180
|
(1,347)
|
|
|
|
Net debt1
|
(25,939)
|
(22,397)
|
(15.8)
|
|
Notes:
1. Gross debt and Net debt are
non-GAAP measures. See page 46 for more
information.
2. Short-term investments
includes €579 million (31 March
2025: €2,139 million) of highly liquid government and
government-backed securities and managed investment funds
of €3,194 million (31 March
2025: €3,141 million) that are in highly rated and
liquid money market investments with liquidity of up to 90
days.
3. Derivative and other financial
instruments exclude derivative movements in cash flow hedging
reserves of €632 million gain (31 March 2025: €575
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 increased by €3,542 million to €25,939
million. This was driven by a free cash outflow of €771
million, together with outflows in relation to acquisitions and
disposals mostly related to the merger with Three UK (€1,722
million), equity dividends (€558 million) and share buybacks
(€973 million), offset by other movements (€482
million), which was principally due to the early repayment of
certain bonds.
Other funding considerations include:
|
|
H1 FY26
|
Year-end FY25
|
|
|
|
|
|
€m
|
€m
|
|
|
Lease liabilities
|
(12,335)
|
(10,826)
|
|
|
|
Pension fund liabilities
|
(165)
|
(187)
|
|
|
|
Guarantees over loan issued by Australia joint venture
|
(1,407)
|
(1,479)
|
|
|
|
Equity characteristic of 50% attributed by credit rating agencies
to 'Hybrid bonds' included in net debt, EUR swapped value of
€7,594 million (€8,162 million as at 31 March
2025)
|
3,797
|
4,081
|
|
|
|
|
|
|
|
|
The Group's gross and net debt includes certain bonds which have
been designated in hedge relationships, which are carried at
€806 million higher value (€899 million higher as at 31
March 2025) than their euro equivalent redemption value. In
addition, where bonds are issued in currencies other than the euro,
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 if it were included, the euro
equivalent value of the bonds would increase by €460 million
(€1,132 million decrease as at 31 March 2025).
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 12 months ended 30 September
2025 was -0.6% (H1 FY25: 3.9%), impacted by lower operating
profit.
The
table below presents adjusted ROCE metrics.
|
|
H1 FY26
|
H1 FY25
|
Reported
|
|
|
%
|
%
|
Change pps
|
|
Pre-tax ROCE
(controlled)1
|
7.2%
|
7.2%
|
-
|
|
Post-tax ROCE (controlled and
associates/joint ventures)1
|
4.8%
|
4.6%
|
0.2
|
Note:
1. The half-year ROCE calculation is
based on returns for the 12 months ended 30
September. 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 46 for more
information.
Funding
facilities
As
at 30 September 2025, the Group had undrawn revolving credit
facilities of €7.5 billion comprising euro and US dollar
revolving credit facilities of €4.1 billion and US$4.0
billion (€3.4 billion) which mature in 2030 and 2028
respectively. Both committed revolving credit facilities support US
and euro commercial paper programmes of up to US$15 billion
(€12.8 billion) and €10 billion
respectively.
Post
employment benefits
As at 30 September 2025,
the Group's
net surplus of scheme assets over scheme liabilities was €65
million (€55 million net surplus as at 31 March
2025).
Dividends
Dividends
will continue to be declared in euros, aligning the Group's
shareholder returns with the primary currency in which we generate
free cash flow, and paid in euros, pounds sterling and US dollars.
The foreign exchange rate at which future dividends declared in
euros will be converted into pounds sterling and US dollars will be
calculated based on the average World Markets Company benchmark
rates over the five business days concluding one week prior to the
payment of the dividend.
The
Board has announced an interim dividend per share of 2.25 eurocents
(H1 FY25: 2.25 eurocents).
The
ex-dividend date for the interim dividend is 20 November 2025 for
ordinary shareholders and 21 November 2025 for ADR holders, the
record date is 21 November 2025 and the dividend is payable on 5
February 2026.
Shareholders may elect to receive their dividend
in either eurocents or GBP and the last day for election will be 15
January 2026. Alternatively, shareholders may participate in the
dividend reinvestment plan and elections must be made by 15 January
2026. More information can be found at vodafone.com/dividends
|
Other significant developments
|
|
|
|
|
Board changes
On 19 June 2025, the Group announced the appointment of Pilar
López as Chief Financial Officer Designate, effective 1
October 2025. Pilar will succeed Luka Mucic who, as previously
announced, has decided to leave Vodafone. Pilar's appointment as
Chief Financial Officer and Executive Director to the Board of
Vodafone will commence on 1 December 2025, following Luka's
departure on 30 November 2025.
The following Board changes took effect after the conclusion of the
2025 Annual General Meeting in July:
−
David
Nish retired as a Board member, Senior Independent Director and
Chair of the Audit and Risk Committee.
−
Simon
Segars was appointed Senior Independent Director and also joined
the Nominations and Governance Committee.
−
Simon
Dingemans was appointed Chair of the Audit and Risk Committee and
member of the Remuneration Committee.
−
Anne-Françoise Nesmes was
appointed as a Non-Executive Director and joined the Audit and Risk
Committee and ESG Committee.
− Michel
Demaré ceased to be a member of the Nominations and Governance
Committee.
−
Christine Ramon ceased to be a
member of the ESG Committee and joined the Remuneration
Committee.
−
Delphine
Ernotte Cunci ceased to be a member of the Remuneration Committee
and joined the Nominations and Governance
Committee.
Executive Committee changes
Guillaume Boutin was appointed CEO Vodafone Investments
& Strategy and a member of the Executive Committee in May
2025. Guillaume succeeded Serpil Timuray who left Vodafone at the
end of June 2025.
Leanne Wood will step-down as Chief Human Resources Officer and a
member of the Executive Committee on 1 January 2026.
Ruth McGill will be appointed Chief Human Resources Officer
Designate on 1 November 2025, formally becoming Chief HR Officer
and a member of the Executive Committee on 1 January
2026.
Portfolio update
VodafoneThree
On 31 May 2025, the Group successfully completed the merger of
Vodafone UK and Three UK. The combined business, named
VodafoneThree, is 51% owned by Vodafone and 49% owned by CK
Hutchison.
See note 9 'Acquisitions and disposals' in the unaudited condensed
consolidated financial statements for more
information.
Acquisition of Telekom Romania
On 1 October 2025, Vodafone Romania S.A. ('Vodafone') and Digi
Romania S.A. ('Digi') announced that they had completed the
acquisition of OTE's subsidiary, Telekom Romania Mobile
Communications S.A. ('TKRM').
Vodafone acquired TKRM and its post-paid customer base while Digi
acquired its pre-paid customer business. Both companies will also
gain additional spectrum and towers as part of the
transaction.
Acquisition of Skaylink
On 30 October 2025, the Group announced that it had entered into a
binding agreement to acquire 100% of Skaylink GmbH ('Skaylink') for
a total consideration of €175 million. Skaylink is a
full-service cloud, digital transformation and security specialist
with offices throughout Germany and across
Europe.
Completion of the transaction is expected by the end of March 2026,
subject to the receipt of necessary regulatory
approvals.
|
Risk factors
|
|
|
|
|
Principal risks
The key factors and uncertainties that could have a significant
effect on the Group's financial performance, include the
following:
Adverse changes in macroeconomic conditions
Adverse changes in 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 increases in
costs
Adverse market competition
Increasing competition could lead to price wars, reduced margins,
loss of market share and/or damage to market value.
Adverse regulatory and policy environment
Adverse regulatory measures and policies impacting our strategy
could result in increased costs, create a competitive disadvantage,
or have a negative impact on our Return on Capital
Employed.
Company transformation
Failure to effectively transform Vodafone to adapt to future
challenges and demands could increase operational complexity and
hinder growth.
Cyber threat
An external attack, insider threat, or supplier breach could cause
service interruption or confidential data breaches.
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.
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.
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.
Network resilience and infrastructure competitiveness
Major network outages or ineffective execution of the technology
strategy could lead to dissatisfied customers and/or impact
revenue.
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.
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.
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.
Legal compliance
Increased number of legal penalties, fines, and damage to the
Company's reputation. Additionally, this includes the risk of
losing business and customer trust due to breaches of legal
requirements.
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.
Watchlist risks are reported to the Risk and Compliance Committee
and to the Audit and Risk Committee 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 analyses have been performed for selected
emerging risks with the view to identify potential mitigation
strategies should these risks materialise.
Emerging risks are reported to the Risk and Compliance Committee
and to the Audit and Risk Committee for further
scrutiny.
|
Responsibility statement
|
|
|
|
|
We confirm that to the best of our knowledge:
- The
unaudited condensed consolidated financial statements have been
prepared in accordance with IAS 34, 'Interim Financial Reporting',
as issued by the International Accounting Standards Board and as
contained in UK-adopted international accounting standards;
and
- The
interim management report includes a fair review of the information
required by Disclosure Guidance and Transparency Rules sourcebook
4.2.7 and Disclosure Guidance and Transparency Rules sourcebook
4.2.8.
Neither the Company nor the directors accept any liability to any
person in relation to the half-year financial 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.
The names and functions of the Vodafone Group Plc Board of
Directors can be found at:
www.vodafone.com/board
By Order of the Board
Maaike de Bie
Group General Counsel and Company Secretary
11 November 2025
|
Unaudited condensed consolidated financial statements
|
|
|
|
|
|
|
|
Consolidated income statement
|
|
|
|
|
|
|
|
|
Six months ended 30
September
|
|
|
|
|
|
2025
|
2024
|
|
|
Note
|
|
€m
|
€m
|
|
Revenue
|
2
|
|
19,609
|
18,276
|
|
Cost of sales
|
|
|
(13,229)
|
(12,123)
|
|
Gross profit
|
|
|
6,380
|
6,153
|
|
Selling and distribution expenses
|
|
|
(1,529)
|
(1,355)
|
|
Administrative expenses
|
|
|
(2,750)
|
(2,700)
|
|
Net credit losses on financial assets
|
|
|
(207)
|
(209)
|
|
Share of results of equity accounted associates and joint
ventures
|
|
|
182
|
(40)
|
|
Other income
|
|
|
86
|
533
|
|
Operating profit
|
2
|
|
2,162
|
2,382
|
|
Investment and other income
|
|
|
1,085
|
566
|
|
Financing costs
|
|
|
(1,134)
|
(843)
|
|
Profit before taxation
|
|
|
2,113
|
2,105
|
|
Income tax expense
|
3
|
|
(1,061)
|
(900)
|
|
Profit for the financial period - Continuing
operations
|
|
|
1,052
|
1,205
|
|
Profit for the financial period - Discontinued
operations
|
|
|
-
|
16
|
|
Profit for the financial period
|
|
|
1,052
|
1,221
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
- Owners of the parent
|
|
|
829
|
1,064
|
|
- Non-controlling interests
|
|
|
223
|
157
|
|
Profit for the financial period
|
|
|
1,052
|
1,221
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
Continuing operations:
|
|
|
|
|
|
- Basic
|
5
|
|
3.38c
|
3.92c
|
|
- Diluted
|
5
|
|
3.36c
|
3.91c
|
|
Total Group:
|
|
|
|
|
|
- Basic
|
5
|
|
3.38c
|
3.98c
|
|
- Diluted
|
5
|
|
3.36c
|
3.97c
|
The accompanying notes are an integral part of the unaudited
condensed consolidated financial statements.
|
Consolidated statement of comprehensive income
|
|
||||
|
|
|
|
|
Six months ended 30
September
|
|
|
|
|
|
|
2025
|
2024
|
|
|
|
|
|
€m
|
€m
|
|
Profit for the financial period
|
|
|
|
1,052
|
1,221
|
|
Other comprehensive income:
|
|
|
|
|
|
|
Items that may be reclassified to the income statement in
subsequent years:
|
|
|
|
|
|
|
Foreign exchange translation differences, net of tax
|
|
|
|
(812)
|
228
|
|
Foreign exchange translation differences recycled on
disposal
|
|
|
|
-
|
115
|
|
Other, net of tax1
|
|
|
|
18
|
134
|
|
Total items that may be reclassified to the income statement in
subsequent periods
|
|
|
|
(794)
|
477
|
|
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
|
|
|
|
242
|
166
|
|
Net actuarial gains on defined benefit pension schemes, net of
tax
|
|
|
|
(1)
|
75
|
|
Total items that will not be reclassified to the income statement
in subsequent periods
|
|
|
|
241
|
241
|
|
Other comprehensive income
|
|
|
|
(553)
|
718
|
|
Total comprehensive income for the financial period
|
|
|
|
499
|
1,939
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
- Owners of the parent
|
|
|
|
393
|
1,869
|
|
- Non-controlling interests
|
|
|
|
106
|
70
|
|
|
|
|
|
499
|
1,939
|
Note:
1.
Principally includes the impact of the Group's cash flow hedges
recognised in other comprehensive income during the
period.
The accompanying notes are an integral part of the unaudited
condensed consolidated financial statements.
|
Consolidated statement of financial position
|
|
|
|
|
|
|
|
|
|
|
30 September
|
31 March
|
|
|
|
|
|
2025
|
2025
|
|
|
|
Note
|
|
€m
|
€m
|
|
Non-current assets
|
|
|
|
|
|
|
Goodwill
|
|
|
|
21,767
|
20,514
|
|
Other intangible assets
|
|
|
|
14,320
|
12,924
|
|
Property, plant and equipment
|
|
|
|
33,035
|
30,712
|
|
Investments in associates and joint ventures
|
|
7
|
|
6,758
|
6,892
|
|
Other investments
|
|
|
|
3,455
|
3,153
|
|
Deferred tax assets
|
|
|
|
18,513
|
19,033
|
|
Post employment benefits
|
|
|
|
230
|
242
|
|
Trade and other receivables
|
|
|
|
5,482
|
6,431
|
|
|
|
|
|
103,560
|
99,901
|
|
Current assets
|
|
|
|
|
|
|
Inventory
|
|
|
|
718
|
617
|
|
Taxation recoverable
|
|
|
|
170
|
174
|
|
Trade and other receivables
|
|
|
|
10,774
|
9,404
|
|
Other investments
|
|
|
|
6,441
|
7,424
|
|
Cash and cash equivalents
|
|
|
|
7,087
|
11,001
|
|
|
|
|
|
25,190
|
28,620
|
|
Assets held for sale
|
|
4
|
|
109
|
-
|
|
Total assets
|
|
|
|
128,859
|
128,521
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Called up share capital
|
|
|
|
4,189
|
4,319
|
|
Additional paid-in capital
|
|
|
|
149,996
|
149,834
|
|
Treasury shares
|
|
|
|
(7,035)
|
(6,791)
|
|
Accumulated losses
|
|
|
|
(123,361)
|
(123,503)
|
|
Accumulated other comprehensive income
|
|
|
|
29,028
|
28,886
|
|
Total attributable to owners of the parent
|
|
|
|
52,817
|
52,745
|
|
Non-controlling interests
|
|
|
|
3,792
|
1,171
|
|
Total equity
|
|
|
|
56,609
|
53,916
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Borrowings
|
|
|
|
44,179
|
46,096
|
|
Share of net liabilities in joint ventures and
associates
|
|
7
|
|
59
|
96
|
|
Deferred tax liabilities
|
|
|
|
796
|
798
|
|
Post employment benefits
|
|
|
|
165
|
187
|
|
Provisions
|
|
|
|
1,436
|
1,430
|
|
Non-debt liabilities in respect of written put options
|
|
|
|
102
|
97
|
|
Trade and other payables
|
|
|
|
3,816
|
3,147
|
|
|
|
|
|
50,553
|
51,851
|
|
Current liabilities
|
|
|
|
|
|
|
Borrowings
|
|
|
|
7,276
|
7,047
|
|
Taxation liabilities
|
|
|
|
594
|
578
|
|
Provisions
|
|
|
|
1,021
|
1,066
|
|
Trade and other payables
|
|
|
|
12,806
|
14,063
|
|
|
|
|
|
21,697
|
22,754
|
|
Liabilities held for sale
|
|
4
|
|
-
|
-
|
|
Total equity and liabilities
|
|
|
|
128,859
|
128,521
|
The accompanying notes are an integral part of the unaudited
condensed consolidated financial statements.
|
Consolidated statement of changes in equity
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
Share
capital
|
Additional
paid-in
capital1
|
Treasury
shares
|
Accumulated
comprehensive
losses2
|
Equity
attributable to
the owners
|
Non-
controlling
interests
|
Total equity
|
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
|
1 April 2024
|
4,797
|
149,253
|
(7,645)
|
(86,439)
|
59,966
|
1,032
|
60,998
|
|
Issue or reissue of shares
|
1
|
-
|
76
|
(75)
|
2
|
-
|
2
|
|
Share-based payments
|
-
|
50
|
-
|
-
|
50
|
3
|
53
|
|
Transactions with non-controlling interests in
subsidiaries
|
-
|
-
|
-
|
(32)
|
(32)
|
(7)
|
(39)
|
|
Comprehensive income
|
-
|
-
|
-
|
1,869
|
1,869
|
70
|
1,939
|
|
Dividends
|
-
|
-
|
-
|
(1,212)
|
(1,212)
|
(155)
|
(1,367)
|
|
Purchase of treasury shares
|
-
|
-
|
(1,000)
|
-
|
(1,000)
|
-
|
(1,000)
|
|
Cancellation of shares
|
(120)
|
120
|
799
|
(799)
|
-
|
-
|
-
|
|
30 September 2024
|
4,678
|
149,423
|
(7,770)
|
(86,688)
|
59,643
|
943
|
60,586
|
|
|
|
|
|
|
|
|
|
|
1 April 2025
|
4,319
|
149,834
|
(6,791)
|
(94,617)
|
52,745
|
1,171
|
53,916
|
|
Issue or reissue of shares
|
-
|
1
|
76
|
(77)
|
-
|
-
|
-
|
|
Share-based payments
|
-
|
31
|
-
|
-
|
31
|
3
|
34
|
|
Acquisition of subsidiaries
|
-
|
-
|
-
|
-
|
-
|
1,120
|
1,120
|
|
Transactions with non-controlling interests in
subsidiaries
|
-
|
-
|
-
|
1,206
|
1,206
|
1,536
|
2,742
|
|
Comprehensive income
|
-
|
-
|
-
|
393
|
393
|
106
|
499
|
|
Dividends
|
-
|
-
|
-
|
(558)
|
(558)
|
(144)
|
(702)
|
|
Purchase of treasury shares
|
-
|
-
|
(1,000)
|
-
|
(1,000)
|
-
|
(1,000)
|
|
Cancellation of shares
|
(130)
|
130
|
680
|
(680)
|
-
|
-
|
-
|
|
30 September 2025
|
4,189
|
149,996
|
(7,035)
|
(94,333)
|
52,817
|
3,792
|
56,609
|
Notes:
1. 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.
2.
Includes accumulated losses and accumulated other comprehensive
income.
3.
See Note 9 'Acquisitions and disposals' for further
information.
The accompanying notes are an integral part of the unaudited
condensed consolidated financial statements.
|
Consolidated statement of cash flows
|
|
|
|
|
|
|
|
|
|
|
Six months ended 30
September
|
|
|
|
|
|
|
2025
|
2024
|
|
|
|
Note
|
|
€m
|
€m
|
|
Inflow from operating activities
|
|
8
|
|
5,092
|
5,644
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
Purchase of interests in subsidiaries, net of cash
acquired
|
|
|
|
27
|
-
|
|
Purchase of interests in associates and joint ventures
|
|
|
|
(68)
|
(45)
|
|
Purchase of intangible assets
|
|
|
|
(968)
|
(1,023)
|
|
Purchase of property, plant and equipment
|
|
|
|
(2,453)
|
(2,182)
|
|
Purchase of investments
|
|
|
|
(530)
|
(1,167)
|
|
Disposal of interests in subsidiaries, net of cash
disposed
|
|
|
|
-
|
3,578
|
|
Disposal of interests in associates and joint ventures
|
|
|
|
20
|
3,020
|
|
Disposal of property, plant and equipment and intangible
assets
|
|
|
|
15
|
7
|
|
Disposal of investments
|
|
|
|
1,566
|
363
|
|
Dividends received from associates and joint ventures
|
|
|
|
235
|
243
|
|
Interest received
|
|
|
|
282
|
285
|
|
Cash outflows from discontinued operations
|
|
|
|
-
|
(612)
|
|
(Outflow)/inflow from investing activities
|
|
|
|
(1,874)
|
2,467
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Proceeds from issue of long-term borrowings
|
|
|
|
4,092
|
3,919
|
|
Net repayment of borrowings
|
|
|
|
(7,494)
|
(6,923)
|
|
Net movement in short-term borrowings
|
|
|
|
(975)
|
(249)
|
|
Net movement in derivatives
|
|
|
|
56
|
316
|
|
Interest paid
|
|
|
|
(1,028)
|
(1,523)
|
|
Purchase of treasury shares
|
|
|
|
(973)
|
(879)
|
|
Equity dividends paid
|
|
|
|
(558)
|
(1,201)
|
|
Dividends paid to non-controlling shareholders in
subsidiaries
|
|
|
|
(141)
|
(157)
|
|
Other transactions with non-controlling shareholders in
subsidiaries
|
|
|
|
103
|
(23)
|
|
Cash outflows from discontinued operations
|
|
|
|
-
|
(613)
|
|
Outflow from financing activities
|
|
|
|
(6,918)
|
(7,333)
|
|
|
|
|
|
|
|
|
Net cash (outflow)/inflow
|
|
|
|
(3,700)
|
778
|
|
Cash and cash equivalents at the beginning of the financial
period1
|
|
|
|
10,893
|
6,114
|
|
Exchange loss on cash and cash equivalents
|
|
|
|
(192)
|
(21)
|
|
Cash and cash equivalents at the end of the financial
period1
|
|
|
|
7,001
|
6,871
|
Note:
1.
Comprises cash and cash equivalents as presented in the
consolidated statement of financial position of €7,087
million (€7,008 million as at 30 September 2024), together
with overdrafts of €86 million (€165 million as at 30
September 2024) and €nil million (€28 million as at 30
September 2024) of cash and cash equivalents included within Assets
held for sale.
The
accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
Notes
to the unaudited condensed consolidated financial
statements
1 Basis of preparation
The
unaudited condensed consolidated financial statements for the six
months ended 30 September 2025:
● are prepared in accordance with
International Accounting Standard 34 'Interim Financial Reporting'
('IAS 34') as issued by the International Accounting Standards
Board ('IASB') and as adopted by the United
Kingdom;
● are presented on a condensed
basis as permitted by IAS 34 and therefore do not include all
disclosures that would otherwise be required in a full set of
financial statements and should be read in conjunction with the
Group's Annual Report for the year ended 31 March
2025;
● apply the same accounting
policies, presentation and methods of calculation as those followed
in the preparation of the Group's consolidated financial statements
for the year ended 31 March 2025, which were prepared in accordance
with UK-adopted International Accounting Standards ('IAS'), with
International Financial Reporting Standards ('IFRS') as issued by
the IASB and with the requirements of the UK Companies Act 2006.
Income taxes are accrued using the tax rate that is expected to be
applicable for the full financial year, adjusted for certain
discrete items which occurred in the interim period in accordance
with IAS 34.
●
include
all adjustments, consisting of normal recurring adjustments,
necessary for a fair statement of the results for the periods
presented;
●
do not
constitute statutory accounts within the meaning of section 434(3)
of the UK Companies Act 2006; and
●
were
approved by the Board of Directors on 11 November
2025.
The information relating to the year ended 31 March 2025 is
extracted from the Group's published Annual Report for that year,
which has been delivered to the Registrar of Companies, and on
which the auditor's report was unqualified and did not contain any
emphasis of matter of statements under section 498(2) or 498(3) of
the UK Companies Act 2006.
The preparation of the unaudited condensed consolidated financial
statements requires management to make certain estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the end of the reporting period, and the reported amounts of
revenue and expenses during the period. Actual results could vary
from these estimates. These 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 revisions affects only that period or in the period of the
revision and future periods if the revision affects both current
and future periods.
Going concern
The Group has €7.0 billion of cash and cash equivalents as at
30 September 2025 which, together with undrawn revolving credit
facilities of €7.5 billion, cover all of the Group's
reasonably expected cash requirements over the going concern
period. The Directors have reviewed trading and liquidity forecasts
for the Group, which were based on current trading conditions, and
considered a variety of scenarios. As a result of the assessment
performed, the Directors have concluded that the Group is able to
continue in operation for the period up to and including December
2026 and that it is appropriate to continue to adopt the going
concern basis in preparing the unaudited condensed consolidated
financial statements.
Notes to the unaudited condensed consolidated financial
statements
1 Basis of preparation (continued)
Critical accounting judgements and estimates
The Group's critical accounting judgements and estimates are
disclosed in the Group's Annual Report for the year ended 31 March
2025.
Potential indicators of impairment
The Group performs its annual impairment test for goodwill and
indefinite lived intangible assets as at 31 March.
At interim reporting periods the Group performs a review to
identify any indicator of impairment that may indicate that the
carrying amount of any of the Group's cash generating units
('CGUs') may not be recoverable. As part of this assessment as at
30 September 2025, the Group reviewed the key assumptions
underlying the value in use valuations used in the annual
impairment test at 31 March 2025. This included the year-to-date
and expected future performance of the Group's CGUs, as well as
considering the valuation implications of changes in other factors
such as discount rates and the assessment of long term growth
rates.
The Group's review of the potential impact of indicators of
impairment did not indicate that the carrying amount of any of the
Group's CGUs was not recoverable as at 30 September
2025.
Control of subsidiaries
The Group controls an entity for accounting purposes, and
consolidates it as a subsidiary, when it has the power to make the
decisions that affect the entity's profitability and has exposure,
through its shareholding, to the resulting profits or losses.
Where minority shareholders have rights in an entity which do not
allow participation in such decisions in the ordinary course of
business then these are considered to be 'protective rights' that
do not impair the Group's control of the entity for accounting
purposes. The Group has concluded that it controls
VodafoneThree Holdings Limited ('VTHL') through its 51%
shareholding and associated rights. In certain very limited
circumstances, including the significant financial underperformance
of VTHL, CK Hutchison Group Telecom Holdings Limited may acquire
additional rights that might result in the Group's loss of control
of VTHL for accounting purposes.
Hyperinflationary economies
The Turkish economy was designated as hyperinflationary from 30
June 2022. The Ethiopian economy was designated as
hyperinflationary from 31 December 2022, until 31 March 2025. The
Group has applied IAS 29 'Financial Reporting in Hyperinflationary
Economies' to its Turkish operations, whose functional currency is
Turkish lira, from 1 April 2022, and to the Ethiopian operations,
whose functional currency is Ethiopian Birr, from 1 April 2022
until 31 March 2025.
In applying IAS 29, the Turkish lira and Ethiopian birr results and
non-monetary asset and liability balances for relevant financial
periods 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 Turkish index has risen by 14.0% (2024: 18.1%)
during the six months ended 30 September 2025. The revalued
balances are translated to euros at the reporting date exchange
rate of €1 : 48.86 TRL (2024: €1 : 38.15 TRL), applying
IAS 21.
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'.
Notes to the unaudited condensed consolidated financial
statements
1 Basis of preparation
(continued)
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
|
|
Impact on the consolidated income statement for the six months
ended 30 September
|
€m
|
€m
|
|
Revenue
|
(12)
|
5
|
|
Operating profit1
|
(159)
|
(154)
|
|
Profit for the financial period1
|
(200)
|
(225)
|
|
|
|
|
|
|
Increase
|
|
|
|
30 September
|
31 March
|
|
|
2025
|
2025
|
|
Impact on the consolidated statement of financial
position
|
€m
|
€m
|
|
Net assets
|
840
|
1,029
|
|
Equity attributable to owners of the parent
|
840
|
987
|
|
Non-controlling interests
|
-
|
41
|
Note:
1. Includes
€58 million gain on the net monetary assets/liabilities (Six
months ended 30 September 2024: €31 million gain).
New accounting pronouncements adopted
On 1 April 2025, the Group adopted certain new accounting policies
where necessary to comply with amendments to IFRS, none of which
had a material impact on the consolidated results, financial
position or cash flows of the Group. Further details are provided
in the Group's Annual Report for the year ended 31 March
2025.
Notes to the unaudited condensed consolidated financial
statements
2 Segmental analysis
Operating segments
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 (Portugal, Ireland,
Greece, Romania, Czech Republic and Albania), largely reflects
countries with membership of, 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.
Revenue disaggregation
Revenue reported for the period 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 tables below and overleaf disaggregate the Group's
revenue by reporting segment.
The table below presents the results for the six months ended 30
September 2025.
|
|
Service
revenue
|
Equipment
revenue
|
Revenue
from
contracts
with
customers
|
Other
revenue1
|
Interest
revenue
|
Total
segment
revenue
|
Adjusted
EBITDAaL
|
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
|
Six months ended 30 September 2025
|
|
|
|
|
|
|
|
|
Germany
|
5,425
|
396
|
5,821
|
166
|
9
|
5,996
|
2,191
|
|
UK
|
3,664
|
701
|
4,365
|
18
|
26
|
4,409
|
884
|
|
Other Europe
|
2,415
|
331
|
2,746
|
48
|
10
|
2,804
|
835
|
|
Türkiye
|
1,327
|
237
|
1,564
|
3
|
34
|
1,601
|
485
|
|
Africa
|
3,183
|
499
|
3,682
|
252
|
16
|
3,950
|
1,347
|
|
Common Functions2
|
388
|
23
|
411
|
559
|
-
|
970
|
(14)
|
|
Eliminations
|
(75)
|
-
|
(75)
|
(46)
|
-
|
(121)
|
-
|
|
Group
|
16,327
|
2,187
|
18,514
|
1,000
|
95
|
19,609
|
5,728
|
Notes:
1. Other
revenue includes lease revenue recognised under IFRS 16
'Leases'.
2.
Comprises central teams and business functions.
Notes to the unaudited condensed consolidated financial
statements
2 Segmental analysis (continued)
The
table below presents the comparative information for the six months
ended 30 September 2024.
|
|
Service
revenue
|
Equipment
revenue
|
Revenue
from
contracts
with customers
|
Other
revenue1
|
Interest
revenue
|
Total
segment
revenue
|
Adjusted
EBITDAaL
|
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
|
Six months ended 30 September 2024
|
|
|
|
|
|
|
|
|
Germany
|
5,500
|
443
|
5,943
|
171
|
8
|
6,122
|
2,290
|
|
UK
|
2,891
|
517
|
3,408
|
14
|
26
|
3,448
|
707
|
|
Other Europe
|
2,410
|
322
|
2,732
|
61
|
11
|
2,804
|
784
|
|
Türkiye
|
1,103
|
285
|
1,388
|
3
|
-
|
1,391
|
394
|
|
Africa
|
2,951
|
509
|
3,460
|
228
|
17
|
3,705
|
1,214
|
|
Common Functions2
|
322
|
21
|
343
|
562
|
1
|
906
|
22
|
|
Eliminations
|
(68)
|
-
|
(68)
|
(32)
|
-
|
(100)
|
-
|
|
Group
|
15,109
|
2,097
|
17,206
|
1,007
|
63
|
18,276
|
5,411
|
Notes:
1. Other
revenue includes lease revenue recognised under IFRS 16
'Leases'.
2.
Comprises central teams and business functions.
A reconciliation of Adjusted EBITDAaL, the Group's measure of
segment profit, to the Group's profit before taxation for the
financial period is shown below.
|
|
Six months ended 30
September
|
|
|
|
2025
|
2024
|
|
|
€m
|
€m
|
|
Adjusted EBITDAaL
|
5,728
|
5,411
|
|
Restructuring costs1
|
(186)
|
(58)
|
|
Interest on lease liabilities
|
292
|
220
|
|
Gain/(loss) on disposal of property, plant and equipment and
intangible assets
|
155
|
(12)
|
|
Depreciation and amortisation on owned assets
|
(4,095)
|
(3,672)
|
|
Share of results of equity accounted associates and joint
ventures
|
182
|
(40)
|
|
Other income2
|
86
|
533
|
|
Operating profit
|
2,162
|
2,382
|
|
Investment and other income
|
1,085
|
566
|
|
Financing costs
|
(1,134)
|
(843)
|
|
Profit before taxation
|
2,113
|
2,105
|
Notes:
1.
Restructuring cost includes €130 million relating to
depreciation on leased assets. See page 58 for further
information.
2. The
comparative period principally comprises a gain of €714
million in respect of the disposal of part of the Group's interest
in Indus Towers Limited, partially offset by €238 million in
respect of security arrangements provided to Indus over the Group's
3.0% interest in Indus.
Notes to the unaudited condensed consolidated financial
statements
2 Segmental analysis (continued)
The Group's non-current assets are disaggregated as
follows:
|
|
30 September
|
31 March
|
|
|
2025
|
2025
|
|
|
€m
|
€m
|
|
Non-current assets1
|
|
|
|
Germany
|
36,802
|
37,621
|
|
UK
|
14,311
|
7,904
|
|
Other Europe
|
7,273
|
7,304
|
|
Türkiye
|
1,956
|
2,059
|
|
Africa
|
6,693
|
6,981
|
|
Common Functions
|
2,087
|
2,281
|
|
Group
|
69,122
|
64,150
|
Note:
1. Comprises
goodwill, other intangible assets and property, plant and
equipment.
3 Taxation
|
|
Six months ended 30
September
|
|
|
|
2025
|
2024
|
|
|
€m
|
€m
|
|
United Kingdom corporation tax (expense)/income
|
|
|
|
Current period
|
(18)
|
(44)
|
|
Adjustments in respect of prior
periods
|
(3)
|
2
|
|
Overseas current tax (expense)/income
|
|
|
|
Current period
|
(439)
|
(551)
|
|
Adjustments in respect of prior
periods
|
7
|
39
|
|
Total current tax expense
|
(453)
|
(554)
|
|
|
|
|
|
Deferred tax on origination and reversal of temporary
differences
|
|
|
|
United Kingdom deferred tax1
|
(143)
|
(27)
|
|
Overseas deferred tax
|
(465)
|
(319)
|
|
Total deferred tax expense
|
(608)
|
(346)
|
|
|
|
|
|
Total income tax expense
|
(1,061)
|
(900)
|
Note:
1. The
increase in the utilisation of deferred tax assets in the UK during
the six months ended 30 September 2025 was primarily attributable
to the one-off gain of €782 million on certain bond buybacks.
See page 15 for further information.
Deferred tax on losses in Luxembourg
The tax charge for the six months ended 30 September 2025 includes
a deferred tax charge of €172 million on the use of losses in
Luxembourg. The
Group does not currently recognise deferred tax assets forecasted
to be used more than 60 years beyond the balance sheet date. We
continue to expect to recover the remaining losses within 47 to 52
years as disclosed as at 31 March 2025. The actual use of these
losses and the period over which they may be used is dependent on
many factors including the level of profitability in Luxembourg,
changes in tax law and any changes to the structure of the
Group.
Further details about the Group's tax losses can be found in Note 6
'Taxation' to the consolidated financial statements of Vodafone
Group Plc for the year ended 31 March 2025.
Deferred tax assets in the UK
Following the merger of Vodafone and Three in the UK, Vodafone UK
has left the existing ('legacy') UK tax group and formed a new
('VodafoneThree') UK tax group with Three UK. Deferred tax assets
of €2,140 million and €407 million have been recognised
in respect of fixed asset and other temporary differences in the
VodafoneThree and legacy tax groups respectively.
Notes to the unaudited condensed consolidated financial
statements
3 Taxation (continued)
The VodafoneThree tax group's deferred tax asset is supported by
the forecast taxable profit of the newly combined business and is
expected to be recovered over the next 30 years.
As part of the merger, VodafoneThree also acquired €4,869
million unrecognised brought-forward gross tax losses and a further
€2,975 million of gross tax losses were generated as a result
of day-one accounting policy and estimate changes. Due to greater
flexibility available for using current year-losses, €752
million of these losses are forecast to be utilised in FY26. No
deferred tax asset has been recognised for the remaining carried
forward losses, as it is uncertain whether these will be
utilised.
The legacy tax group's deferred tax asset is supported by forecast
taxable profits from ongoing group service activities,
brand-related income, and net financing income - including income
from the £6,010 million loan advanced to VodafoneThree
Holdings Limited -
and is expected to be recovered over the next 31
years.
4 Discontinued operations and disposals
Where
operations constitute a separately reportable segment 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 unaudited condensed 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.
Disposal of Vodafone Spain
The
disposal of Vodafone Spain completed on 31 May 2024 and resulted in
a loss on disposal for the year ended 31 March 2025 of €148
million.
Disposal of Vodafone Italy
The
disposal of Vodafone Italy completed on 31 December 2024 and
resulted in a loss on disposal for the year ended 31 March 2025 of
€1,133 million.
Discontinued operations
The
results of Vodafone Spain and Vodafone Italy were reported as
discontinued operations in the prior year ended 31 March 2025
through to the date of disposal. A summary of the results from
these discontinued operations is below.
|
|
Six months ended 30
September
|
|
|
|
2025
|
2024
|
|
|
€m
|
€m
|
|
Profit/(loss) for the financial period - Discontinued
operations
|
|
|
|
Vodafone Spain1
|
-
|
76
|
|
Vodafone Italy
|
-
|
(60)
|
|
Total
|
-
|
16
|
|
|
|
|
|
Earnings per share - Discontinued operations
|
|
|
|
- Basic
|
-
|
0.06c
|
|
- Diluted
|
-
|
0.06c
|
Note:
1. The
results for Vodafone Spain are for the two months to 31 May 2024
when the sale
concluded.
Assets held for sale
Assets
of €109 million are reported as held for sale at 30 September
2025. This comprises certain fibre network assets in Vodacom South
Africa which are planned to be transferred into a joint venture
arrangement, Maziv (Proprietary) Limited.
There
were no assets and liabilities reported as held for sale at 31
March 2025.
Notes to the unaudited condensed consolidated financial
statements
5 Earnings per share
|
|
Six months ended 30
September
|
|
|
|
2025
|
2024
|
|
|
Millions
|
Millions
|
|
Weighted average number of shares for basic earnings per
share
|
24,509
|
26,718
|
|
Effect of dilutive potential shares: restricted shares and share
options
|
133
|
110
|
|
Weighted average number of shares for diluted earnings per
share
|
24,642
|
26,828
|
|
|
|
|
|
Earnings per share attributable to owners of the parent during the
period
|
|
|
|
|
Six months ended 30
September
|
|
|
|
2025
|
2024
|
|
|
€m
|
€m
|
|
Profit for earnings per share from continuing operations
attributable to owners
|
829
|
1,048
|
|
Profit for earnings per share from discontinued operations
attributable to owners
|
-
|
16
|
|
Profit for basic and diluted earnings per share
|
829
|
1,064
|
|
|
|
|
|
|
eurocents
|
eurocents
|
|
Basic earnings per share from continuing operations
|
3.38
|
3.92
|
|
Basic earnings per share from discontinued operations
|
-
|
0.06
|
|
Basic earnings per share
|
3.38
|
3.98
|
|
|
|
|
|
|
|
|
|
|
eurocents
|
eurocents
|
|
Diluted earnings per share from continuing operations
|
3.36
|
3.91
|
|
Diluted earnings per share from discontinued
operations
|
-
|
0.06
|
|
Diluted earnings per share
|
3.36
|
3.97
|
6 Dividends
|
|
Six months ended 30
September
|
|
|
|
2025
|
2024
|
|
|
€m
|
€m
|
|
Declared during the financial period:
|
|
|
|
Final dividend for the year ended 31 March 2025: 2.25 eurocents per
share
|
558
|
1,212
|
|
(2024: 4.50 eurocents per share)
|
|
|
|
|
|
|
|
Proposed after the end of the reporting period and not recognised
as a liability:
|
|
|
|
Interim dividend for the year ending 31 March 2026: 2.25 eurocents
per share
|
537
|
585
|
|
(2025: 2.25 eurocents per share)
|
|
|
Notes to the unaudited condensed consolidated financial
statements
7 Joint ventures and
associates
|
|
30 September
|
31 March
|
|
|
2025
|
2025
|
|
|
€m
|
€m
|
|
Oak Holdings 1 GmbH
|
5,879
|
5,943
|
|
VodafoneZiggo Group Holdings B.V.
|
270
|
330
|
|
Other
|
93
|
69
|
|
Investments in joint ventures
|
6,242
|
6,342
|
|
|
|
|
|
Safaricom PLC
|
480
|
500
|
|
Other
|
36
|
50
|
|
Investments in associates
|
516
|
550
|
|
|
|
|
|
Investments in joint ventures and associates
|
6,758
|
6,892
|
|
|
|
|
|
TPG Telecom Limited
|
(59)
|
(96)
|
|
Share of net liabilities in joint ventures
|
(59)
|
(96)
|
8 Reconciliation of net cash flow
from operating activities
|
|
Six months ended 30 September
|
|
|
|
2025
|
2024
|
|
|
€m
|
€m
|
|
Profit for the financial period
|
1,052
|
1,205
|
|
Investment and other income
|
(1,085)
|
(566)
|
|
Financing costs
|
1,134
|
843
|
|
Income tax expense
|
1,061
|
900
|
|
Operating profit
|
2,162
|
2,382
|
|
Adjustments for:
|
|
|
|
Share-based payments and other non-cash
charges
|
38
|
68
|
|
Depreciation and amortisation
|
5,960
|
5,238
|
|
Gain on disposal of property, plant and equipment and
intangible assets
|
(154)
|
(1)
|
|
Share of results of equity accounted associates and
joint ventures
|
(182)
|
40
|
|
Other income
|
(86)
|
(533)
|
|
Decrease/(increase) in inventory
|
8
|
(107)
|
|
Increase in trade and other receivables
|
(767)
|
(1,356)
|
|
Decrease in trade and other payables
|
(1,379)
|
(784)
|
|
Cash generated by operations
|
5,600
|
4,947
|
|
Taxation
|
(508)
|
(393)
|
|
Cashflows from discontinued operations
|
-
|
1,090
|
|
Inflow from operating activities
|
5,092
|
5,644
|
Notes to the unaudited condensed consolidated financial
statements
9 Acquisitions and disposals
Purchase of subsidiaries
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 amount 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.
The aggregate cash consideration in respect of the purchase of
subsidiaries, net of cash acquired, is summarised
below.
|
|
Six months ended 30
September
|
|
|
|
2025
|
2024
|
|
|
€m
|
€m
|
|
Net cash acquired
|
27
|
-
|
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, subject to closing adjustments that will be settled in
cash. 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 jointly contributed, in proportion
to their shareholdings, £600 million of equity funding on
completion, with a further £200 million committed 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.
Under the agreed terms for the regulatory approval of the
acquisition, the Group has made commitments to upgrade a number of
network sites over an 8-year period. VodafoneThree intends to
invest £11 billion (€12.6 billion) in the UK over the
next 10 years and, as part of this commitment, has contracted with
suppliers for network upgrades for an expected cost of over £2
billion (€2.3 billion) over the next 8 years.
Notes to the unaudited condensed consolidated financial
statements
9 Acquisitions and disposals (continued)
A purchase price allocation has been performed as at the
acquisition date. The allocation remains provisional due to the
volume and nature of assets and liabilities being assessed. The
provisional purchase price allocation is set out in the table
below.
|
|
€m
|
|
Other intangible assets1
|
2,555
|
|
Property, plant and equipment
|
3,442
|
|
Inventory
|
43
|
|
Trade and other receivables
|
934
|
|
Cash and cash equivalents
|
27
|
|
Current and deferred taxation
|
184
|
|
Borrowings
|
(4,139)
|
|
Trade and other payables
|
(691)
|
|
Provisions
|
(69)
|
|
Net identifiable assets acquired
|
2,286
|
|
Non-controlling interests
|
(1,120)
|
|
Goodwill2
|
1,343
|
|
Total Consideration
|
2,509
|
Notes:
1. Identifiable intangible assets of
€2,555 million consisted of acquired licences of €975
million, Computer software of €887 million, Customer
relationships of €467 million and Brand of €226
million.
2. The goodwill is attributable to
future profits to be generated from new customers and the synergies
expected to arise after the Group's acquisition of the business.
Other than the above addition relating to the UK merger, and
foreign exchange movements, there were no other changes to the
Group's reported goodwill in the six months ended 30 September
2025.
Transaction costs of €31
million were charged to Other income in the Group's consolidated
income statement in the six months ended 30 September
2025.
From the date of acquisition, the acquired entities have
contributed €943 million of revenue and a loss of €209
million towards the profit for the financial period of the Group.
If the acquisition had taken place at the beginning of the
financial period, revenue would have been €20,105 million and
the profit for the financial period would have been €946
million.
As part of the merger of Vodafone and Three in the UK, the Group
gave up a 49% interest in Vodafone UK to Hutchison, with
consideration taking the form of 51% of Three UK's equity, subject
to closing adjustments that will be settled in cash. The Group
recognised non-controlling interests of €1,144 million and a
net gain of €697 million in retained earnings in relation to
this transaction.
Additionally, non-controlling interests of €348 million were
recognised in relation to Hutchison's proportionate contribution to
the £600 million equity funding raised by VTHL on
closing.
Disposal of subsidiaries
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.
Aggregate cash consideration in respect of the disposal of
subsidiaries, net of cash disposed, for the six months ended 30
September 2025 was €nil (six months ended 30 September 2024:
€3,578 million).
Vodafone Spain
In the comparative period, 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 disposal resulted in a loss on disposal of
€148 million.
Notes to the unaudited condensed consolidated financial
statements
9 Acquisitions and disposals (continued)
Disposal of joint ventures and associates
The
aggregate cash consideration in respect of disposals of joint
ventures and associates is as follows:
|
|
Six months ended 30
September
|
|
|
|
2025
|
2024
|
|
|
€m
|
€m
|
|
Cash consideration received
|
|
|
|
Vantage Towers
|
-
|
1,336
|
|
Indus Towers Limited
|
-
|
1,684
|
|
Other disposals during the period
|
20
|
-
|
|
|
20
|
3,020
|
Vantage Towers
In the comparative period, on 22 July 2024, the Group announced the
sale of a further 10% stake in Oak Holdings GmbH, the partnership
that co-controls Vantage Towers, for €1,336
million.
A net gain on disposal of €26 million was recorded within
Other income in the consolidated income statement.
Indus Towers
In the comparative period, on 19 June 2024, the Group announced the
sale of an 18% stake in Indus Towers Limited ('Indus') through an
accelerated book-building offering ('placing'). The placing raised
€1,684 million in gross proceeds. The Group sold its
remaining 3.0% interest in Indus on 5 December 2024 for €329
million. A net gain on disposal of €714 million was
recorded within Other income in the consolidated income
statement.
Notes to the unaudited condensed consolidated financial
statements
10 Fair value of financial instruments
|
|
30 September
|
31 March
|
|
|
2025
|
2025
|
|
|
€m
|
€m
|
|
Financial assets at fair
value1
|
|
|
|
Money market funds (included within Cash and cash
equivalents)2
|
3,265
|
2,130
|
|
Debt and equity securities (included within Other
investments)3
|
5,711
|
6,925
|
|
Derivative and other financial instruments (included within Trade
and other receivables)4
|
3,005
|
4,197
|
|
Trade receivables at fair value through Other comprehensive income
(included within Trade and other receivables)5
|
1,070
|
710
|
|
|
13,051
|
13,962
|
|
|
|
|
|
Financial liabilities at fair
value1
|
|
|
|
Derivative and other financial instruments (included within Trade
and other payables)4
|
2,451
|
1,906
|
|
|
2,451
|
1,906
|
Notes:
1.
The fair value of assets and liabilities are classified in
the Fair Value hierarchy as follows: Level 1 comprises items where
the fair value is determined by unadjusted quoted prices in active
markets. Level 2 comprises items where the fair value is determined
from inputs other than quoted prices, that are observable for the
asset or liability, either directly or indirectly by unadjusted
market quoted prices in active markets and market accepted
valuation techniques. Level 3 comprises items where the fair value
is determined by including one or more unobservable inputs to the
valuation methodology.
2.
Items are measured at fair value and the valuation basis is Level
1.
3.
Quoted debt and equity securities of €1,504 million
(31 March 2025: €2,811 million) are measured at fair value
and classified as Level 1. Further equity and debt securities of
€3,234 million (31 March 2025: €3,177 million) are
measured at fair value and classified as Level 2. The remaining
balance represents the Group's investments in Zegona ordinary
shares of €960 million (31 March 2025: €937 million)
and convertible loan notes of €13 million, (31 March 2025:
nil), measured at fair value and classified as Level 3 due to some
of the inputs to the valuation model being unobservable
inputs.
4.
Derivative financial assets and liabilities are measured at fair
value and classified as Level 2. €2,882 million (31 March
2025: €4,064 million) of derivative and other financial
assets and €2,336 million (31 March 2025: €1,824
million) of derivative and other financial liabilities are
classified as Non-current.
5.
Trade receivables at fair value through Other comprehensive income
are measured at fair value and classified as Level 2. Of this,
€471 million (31 March 2025: €289 million) are
classified as Non-current.
The fair value of the Group's financial assets held at amortised
cost approximates their fair value.
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 €31,514 million (31
March 2025: €34,873 million). These bonds have a fair value
at 30 September 2025 of €29,622 million (31 March 2025:
€31,325 million), based on Level 1 of the fair value
hierarchy.
Level 3 financial instruments
Investment in Zegona ordinary shares
Following the completion of the sale of Vodafone Spain on 31 May
2024, 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
€960 million at 30 September 2025 (31 March 2025: €937
million).
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 €960 million on 30 September 2025 (31 March
2025: €937 million).
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 on 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.
Notes to the unaudited condensed consolidated financial
statements
10 Fair value of financial instruments
(continued)
The only judgement that could have 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 30 September
2025.
11 Contingent liabilities and legal
proceedings
Note 29 'Contingent liabilities and legal proceedings' to the
consolidated financial statements of Vodafone Group Plc for the
year ended 31 March 2025 sets forth the Group's contingent
liabilities and legal proceedings as of 31 March 2025. There have
been no material changes to the Group's contingent liabilities or
legal proceedings during the period covered by this report, except
as disclosed below.
Legal proceedings
VISPL tax claims
In 2025, Vodafone India Services Private Limited ('VISPL')
participated in a tax amnesty scheme to resolve historical tax
disputes with the Indian tax authority predominantly relating to
Vodafone's acquisition of Hutchison Essar (later renamed as
'Vodafone India Limited'). The scheme concluded in July resulting
in an income statement tax charge of €185 million and a net
cash outflow of €114 million after applying credits and
offsets. All corporate guarantees provided by Vodafone
International Holdings B.V. have now been discharged and all
related court proceedings have now been fully withdrawn or closed,
including those before the Supreme Court.
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 tower 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 sites acted as an obstacle to 1&1's market entry
and an abuse of relative market power. Vodafone submitted its
response to the Statement of Objections to the BkA on 2 July 2025.
Vodafone has received a letter from the BkA stating that, if an
infringement decision is issued, it is likely to include an order
for disgorgement of the alleged economic advantage obtained as a
result of the alleged infringement.
While the outcome is uncertain, the Group believes it has strong
defences and that it is probable no present obligation
exists.
Notes to the unaudited condensed consolidated financial
statements
11 Contingent liabilities and legal proceedings
(continued)
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 April 2016, the Constitutional Court of South Africa ('the
Constitutional Court') 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') to
determine such compensation amount. In accordance with the
Constitutional Court order, and after negotiations failed, the CEO
issued his determination on 9 January 2019. The CEO's award of
R47million (€2.3 million) was rejected by Mr Makate, who
subsequently challenged the CEO's determination of the compensation
amount through the courts.
In February 2024, the Supreme Court of Appeal ('the SCA') ruled
that Mr Makate was entitled to a compensation amount in the range
between 5% - 7.5% of revenues earned by Vodacom South Africa from
its PCM service, plus interest, from March 2001 to the date of the
judgement.
Vodacom South Africa appealed this judgement to the Constitutional
Court and the SCA's judgement and order was set aside in July 2025.
The matter was remitted to the SCA and was due to be reheard by a
differently constituted panel of judges on 18 November
2025.
On 4 November 2025, a settlement between Vodacom South Africa and
Mr Makate was agreed. Vodacom South Africa has notified the SCA of
the withdrawal of its appeal. The settlement, which is for an
immaterial amount, has been accounted for in the Group's interim
results for the six months ended 30 September 2025.
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 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 and the
appeal hearing took place before the Court of Appeal from 19 - 23
May 2025. The Court of Appeal rejected all of Phones 4U's grounds
of appeal in a judgement delivered on 11 July 2025. Phones 4U has
confirmed that it does not intend to seek permission to appeal to
the Supreme Court.
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 (€1.6 billion), including interest. Hutchison 3G UK
Limited ('Three'), which merged with Vodafone Limited in May 2025,
is also a named defendant to the claim with an alleged value of
£507 million (€578 million), including interest.
It is alleged that Vodafone, Three, 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 and Three's applications
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.
Notes to the unaudited condensed consolidated financial
statements
12 Related party transactions
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
period which might reasonably affect any decisions made by the
users of these unaudited condensed consolidated financial
statements except as disclosed below.
|
|
Six months ended 30
September
|
|
|
|
2025
|
2024
|
|
|
€m
|
€m
|
|
Sales of goods and services to associates
|
3
|
11
|
|
Purchase of goods and services from associates
|
2
|
2
|
|
Sales of goods and services to joint arrangements
|
150
|
158
|
|
Purchase of goods and services from joint arrangements
|
306
|
362
|
|
Interest income receivable from joint
arrangements1
|
29
|
25
|
|
Interest expense payable to joint arrangements1
|
86
|
144
|
|
|
|
|
|
|
30 September
|
31 March
|
|
|
2025
|
2025
|
|
|
€m
|
€m
|
|
Trade balances owed:
|
|
|
|
by associates
|
4
|
3
|
|
to associates
|
1
|
1
|
|
by joint arrangements
|
208
|
210
|
|
to joint arrangements
|
374
|
331
|
|
Other balances owed by joint arrangements1
|
1,230
|
1,265
|
|
Other balances owed to joint arrangements2
|
3,435
|
3,941
|
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.
In the six months ended 30 September 2025, the Group made
contributions to defined benefit pension schemes of €26
million (six months ended 30 September 2024: €23
million).
In the six months ended 30 September 2025, cash dividends of
€1.1 million were paid to Board and Executive Committee
members (six months ended 30 September 2024: €0.8
million).
Dividends received from joint ventures and associates are disclosed
in the consolidated statement of cash flows.
Notes to the unaudited condensed consolidated financial
statements
13 Subsequent events
Türkiye spectrum auction
On 16 October 2025, Vodafone Türkiye acquired 100 MHz of
spectrum in a 5G auction conducted by the Information and
Communication Technologies Authority ('ICTA') for a total cost of
US$627 million (€539 million).
The spectrum will be available from April 2026 and has a licence
duration of almost 17 years (expiring on 31 December 2042).
Payments will be phased over three financial years, with three
instalments of US$209 million (€180 million) due in January
2026, December 2026 and May 2027.
Acquisition of Skaylink
On 30 October 2025, the Group announced that it had entered into a
binding agreement to acquire 100% of Skaylink GmbH ('Skaylink') for
a total consideration of €175 million. Skaylink is a
full-service cloud, digital transformation and security specialist
with offices throughout Germany and across
Europe.
Completion of the transaction is expected by the end of March 2026,
subject to the receipt of necessary regulatory
approvals.
Share buyback programme
On 11 November 2025, the Group commenced a programme to repurchase
its ordinary share capital up to a maximum consideration of
€500 million.
|
Independent review report to Vodafone Group Plc
|
|
|
|
|
Conclusion
We have been engaged by Vodafone Group Plc (the Company) to review
the unaudited condensed consolidated financial statements in the
half-yearly financial report for the six months ended 30 September
2025 which comprises the consolidated income statement, the
consolidated statement of comprehensive income, the consolidated
statement of financial position, the consolidated statement of
changes in equity, the consolidated statement of cash flows and the
related notes 1 to 13 to the unaudited condensed consolidated
financial statements. We have read the other information contained
in the half yearly financial report and considered whether it
contains any apparent misstatements or material inconsistencies
with the information in the unaudited condensed consolidated
financial statements.
Based on our review, nothing has come to our attention that causes
us to believe that the unaudited condensed consolidated financial
statements in the half-yearly financial report for the six months
ended 30 September 2025 is not prepared, in all material respects,
in accordance with UK-adopted International Accounting Standard 34
and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard
on Review Engagements 2410 (UK) 'Review of Interim Financial
Information Performed by the Independent Auditor of the Entity'
(ISRE) issued by the Financial Reporting Council. A review of
interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit
opinion.
As disclosed in note 1 'Basis of preparation', the annual financial
statements of the group are prepared in accordance with UK-adopted
International Accounting Standards ('IAS'), with International
Financial Reporting Standards ('IFRS') as issued by the IASB and
with the requirements of the UK Companies Act 2006. The unaudited
condensed consolidated financial statements included in this
half-yearly financial report has been prepared in accordance with
International Accounting Standard 34 'Interim Financial Reporting'
('IAS 34') as issued by the International Accounting Standards
Board ('IASB') and as adopted by the United Kingdom.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those
performed in an audit as described in the Basis for conclusion
section of this report, nothing has come to our attention to
suggest that management have inappropriately adopted the going
concern basis of accounting or that management have identified
material uncertainties relating to going concern that are not
appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with this ISRE, however future events or conditions may
cause the entity to cease to continue as a going
concern.
Responsibilities of the Directors
The Directors are responsible for preparing the half-yearly
financial report in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
In preparing the half-yearly financial report, the Directors are
responsible for assessing the 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 company or to cease
operations, or have no realistic alternative but to do
so.
Auditor's responsibilities for the review of the financial
information
In reviewing the half-yearly report, we are responsible for
expressing to the Company a conclusion on the unaudited condensed
consolidated financial statements in the half-yearly financial
report. Our conclusion, including our conclusions relating to going
concern, are based on procedures that are less extensive than audit
procedures, as described in the Basis for conclusion paragraph of
this report.
Use of our report
This report is made solely to the company in accordance with
guidance contained in International Standard on Review Engagements
2410 (UK) 'Review of Interim Financial Information Performed by the
Independent Auditor of the Entity' issued by the Financial
Reporting Council. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
company, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
London
11 November 2025
|
Non-GAAP measures
|
|
|
|
|
In the discussion of the Group's reported operating results,
non-GAAP measures are presented to provide readers with additional
financial information that is regularly reviewed by management.
This additional information presented is not uniformly defined by
all companies including those in the Group's industry. Accordingly,
it may not be comparable with similarly titled measures and
disclosures by other companies. Additionally, certain information
presented is derived from amounts calculated in accordance with
IFRS but is not itself a measure defined under GAAP. Such measures
should not be viewed in isolation or as an alternative to the
equivalent GAAP measure. The non-GAAP measures discussed in this
document are listed below.
|
Non-GAAP measure
|
Defined on page
|
Closest equivalent GAAP measure
|
Reconciled on page
|
|
Performance metrics
|
|
|
|
|
Organic
revenue growth
|
Page
47
|
Revenue
|
Pages
48, 49 and 50
|
|
Organic
service revenue growth
|
Page
47
|
Service
revenue
|
Pages
48, 49 and 50
|
|
Organic
mobile service revenue growth
|
Page
47
|
Service
revenue
|
Pages
48, 49 and 50
|
|
Organic
fixed service revenue growth
|
Page
47
|
Service
revenue
|
Pages
48, 49 and 50
|
|
Organic
Vodafone Business service revenue growth
|
Page
47
|
Service
revenue
|
Pages
48, 49 and 50
|
|
South
Africa: Financial services organic revenue growth
|
Page
47
|
Service
revenue
|
Pages
48, 49 and 50
|
|
Vodacom
International: M-Pesa organic revenue growth
|
Page
47
|
Service
revenue
|
Pages
48, 49 and 50
|
|
Egypt:
Financial services revenue (Vodafone Cash) organic
growth
|
Page
47
|
Service
revenue
|
Pages
48, 49 and 50
|
|
Group
Adjusted EBITDAaL
|
Page
47
|
Operating
profit
|
Page
31
|
|
Organic
Adjusted EBITDAaL growth
|
Page
47
|
Not
applicable
|
Pages
48, 49 and 50
|
|
Other metrics
|
|
|
|
|
Adjusted
profit attributable to owners of the parent
|
Page
51
|
Profit
attributable to owners of the parent
|
Page
51
|
|
Adjusted
basic earnings per share
|
Page
51
|
Basic
earnings per share
|
Page
52
|
|
Cash flow, funding and capital allocation metrics
|
|
|
|
|
Free
cash flow
|
Page
52
|
Inflow
from operating activities
|
Page
53
|
|
Adjusted
free cash flow
|
Page
52
|
Inflow
from operating activities
|
Pages
15 and 53
|
|
Gross
debt
|
Page
52
|
Borrowings
|
Page
53
|
|
Net
debt
|
Page
52
|
Borrowings
less cash and cash equivalents
|
Page
53
|
|
Pre-tax
ROCE (controlled)
|
Page
54
|
ROCE
calculated using GAAP measures
|
Pages
54 and 55
|
|
Post-tax
ROCE (controlled and associates/joint ventures)
|
Page
54
|
ROCE
calculated using GAAP measures
|
Pages
54 and 55
|
|
Financing and Taxation metrics
|
|
|
|
|
Adjusted
net financing costs
|
Page
56
|
Net
financing costs
|
Page
13
|
|
Adjusted
profit before taxation
|
Page
56
|
Profit
before taxation
|
Page
57
|
|
Adjusted
income tax expense
|
Page
56
|
Income
tax expense
|
Page
57
|
|
Adjusted
effective tax rate
|
Page
56
|
Income
tax expense
|
Page
57
|
|
Adjusted
share of results of equity accounted associates and joint
ventures
|
Page
56
|
Share
of results of equity accounted associates and joint
ventures
|
Page
57
|
|
Adjusted
share of results of equity accounted associates and joint ventures
used in post-tax ROCE
|
Page
56
|
Share
of results of equity accounted associates and joint
ventures
|
Page
57
|
Non-GAAP measures
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 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.
|
Adjusted EBITDAaL margin
Adjusted EBITDAaL margin is Adjusted EBITDAaL divided by
Revenue.
Organic growth
Organic growth presents performance on a comparable basis,
excluding the impact of foreign exchange rates, mergers and
acquisitions, the hyperinflation adjustment 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;
- South
Africa - Financial services revenue;
- Vodacom
International M-Pesa revenue;
- Egypt
- Financial services revenue (Vodafone Cash);
- 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:
(i) It provides additional information on underlying growth of the
business without the effect of certain factors unrelated to its
operating performance; (ii) It is used for internal performance
analysis; and (iii) 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 adjustment
This growth metric presents performance in Türkiye excluding
the hyperinflationary adjustment recorded in the Group's
consolidated financial statements in accordance with IAS 29
'Financial Reporting in Hyperinflationary Economies'.
Non-GAAP measures
|
Six months ended 30 September 2025
|
|
|
|
|
|
|
|
|
|
|
|
Reported
growth
|
M&A and
Other
|
Foreign
exchange
|
Organic
growth
|
|
|
|
|
H1 FY26
|
H1 FY25
|
||||
|
|
|
€m
|
€m
|
%
|
pps
|
pps
|
%
|
|
Service revenue
|
|
|
|
|
|
|
|
|
Germany
|
5,425
|
5,500
|
(1.4)
|
-
|
-
|
(1.4)
|
|
|
|
Mobile service revenue
|
2,579
|
2,497
|
3.3
|
-
|
-
|
3.3
|
|
|
Fixed service revenue
|
2,846
|
3,003
|
(5.2)
|
-
|
-
|
(5.2)
|
|
UK
|
3,664
|
2,891
|
26.7
|
(27.0)
|
1.4
|
1.1
|
|
|
|
Mobile service revenue
|
2,862
|
2,108
|
35.8
|
(36.8)
|
1.4
|
0.4
|
|
|
Fixed service revenue
|
802
|
783
|
2.4
|
-
|
1.1
|
3.5
|
|
Other Europe
|
2,415
|
2,410
|
0.2
|
-
|
(0.3)
|
(0.1)
|
|
|
Türkiye
|
1,327
|
1,103
|
20.3
|
1.6
|
33.7
|
55.6
|
|
|
Africa
|
3,183
|
2,951
|
7.9
|
-
|
5.8
|
13.7
|
|
|
Common Functions
|
388
|
322
|
|
|
|
|
|
|
Eliminations
|
(75)
|
(68)
|
|
|
|
|
|
|
Total service revenue
|
16,327
|
15,109
|
8.1
|
(5.4)
|
3.0
|
5.7
|
|
|
Other revenue
|
3,282
|
3,167
|
|
|
|
|
|
|
Revenue
|
19,609
|
18,276
|
7.3
|
(6.1)
|
3.1
|
4.3
|
|
|
|
|
|
|
|
|
|
|
|
Other growth metrics
|
|
|
|
|
|
|
|
|
Vodafone Business - Service revenue
|
3,991
|
3,890
|
2.6
|
(1.1)
|
1.9
|
3.4
|
|
|
Germany - Vodafone Business service revenue
|
1,170
|
1,184
|
(1.2)
|
-
|
-
|
(1.2)
|
|
|
UK - Vodafone Business service revenue
|
1,058
|
1,054
|
0.4
|
(3.8)
|
1.1
|
(2.3)
|
|
|
Other Europe - Vodafone Business service revenue
|
763
|
761
|
0.3
|
-
|
(0.3)
|
-
|
|
|
Türkiye
- Vodafone Business service revenue
|
208
|
162
|
28.4
|
1.7
|
35.9
|
66.0
|
|
|
Africa - Vodacom Business service revenue
|
572
|
541
|
5.7
|
-
|
5.3
|
11.0
|
|
|
South Africa - Service revenue
|
1,535
|
1,563
|
(1.8)
|
-
|
4.0
|
2.2
|
|
|
Vodacom International - Service revenue
|
802
|
742
|
8.1
|
-
|
5.6
|
13.7
|
|
|
Egypt - Service revenue
|
853
|
652
|
30.8
|
-
|
11.7
|
42.5
|
|
|
South Africa - Financial services revenue
|
88
|
86
|
2.3
|
-
|
4.0
|
6.3
|
|
|
Vodacom International - M-Pesa revenue
|
233
|
200
|
16.5
|
-
|
5.2
|
21.7
|
|
|
Egypt - Financial services revenue (Vodafone Cash)
|
67
|
49
|
36.7
|
-
|
11.6
|
48.3
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDAaL
|
|
|
|
|
|
|
|
|
Germany
|
2,191
|
2,290
|
(4.3)
|
-
|
-
|
(4.3)
|
|
|
UK
|
884
|
707
|
25.0
|
(20.9)
|
1.3
|
5.4
|
|
|
Other Europe
|
835
|
784
|
6.5
|
-
|
(0.4)
|
6.1
|
|
|
Türkiye
|
485
|
394
|
23.1
|
0.3
|
34.6
|
58.0
|
|
|
Africa
|
1,347
|
1,214
|
11.0
|
-
|
6.0
|
17.0
|
|
|
Common Functions
|
(14)
|
22
|
|
|
|
|
|
|
Eliminations
|
-
|
-
|
|
|
|
|
|
|
Group
|
5,728
|
5,411
|
5.9
|
(2.2)
|
3.1
|
6.8
|
|
|
|
|
|
|
|
|
|
|
|
Percentage point change in Adjusted EBITDAaL margin
|
|
|
|
|
|
|
|
|
Germany
|
36.5%
|
37.4%
|
(0.9)
|
-
|
-
|
(0.9)
|
|
|
UK
|
20.0%
|
20.5%
|
(0.5)
|
1.7
|
-
|
1.2
|
|
|
Other Europe
|
29.8%
|
28.0%
|
1.8
|
-
|
-
|
1.8
|
|
|
Türkiye
|
30.3%
|
28.3%
|
2.0
|
0.1
|
-
|
2.1
|
|
|
Africa
|
34.1%
|
32.8%
|
1.3
|
-
|
0.1
|
1.4
|
|
|
Group
|
29.2%
|
29.6%
|
(0.4)
|
1.1
|
-
|
0.7
|
|
Note:
1. Reported
service revenue growth in Türkiye of 20.3% includes -1.3pps in
relation to the application of IAS 29 'Financial Reporting in
Hyperinflationary Economies'. Growth in Türkiye excluding the
impact of this hyperinflationary adjustment was 21.6%.
Non-GAAP measures
|
Quarter ended 30 September 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported
growth
|
M&A and
Other
|
Foreign
exchange
|
Organic
growth
|
|
|
|
Q2 FY26
|
Q2 FY25
|
||||
|
|
|
€m
|
€m
|
%
|
pps
|
pps
|
%
|
|
Service revenue
|
|
|
|
|
|
|
|
|
Germany
|
2,737
|
2,722
|
0.5
|
-
|
-
|
0.5
|
|
|
|
Mobile service revenue
|
1,315
|
1,266
|
3.8
|
-
|
-
|
3.8
|
|
|
Fixed service revenue
|
1,422
|
1,456
|
(2.3)
|
-
|
-
|
(2.3)
|
|
UK
|
2,018
|
1,462
|
38.0
|
(40.3)
|
3.5
|
1.2
|
|
|
|
Mobile service revenue
|
1,612
|
1,063
|
51.6
|
(55.1)
|
3.9
|
0.4
|
|
|
Fixed service revenue
|
406
|
399
|
1.8
|
-
|
2.5
|
4.3
|
|
Other Europe
|
1,231
|
1,230
|
0.1
|
-
|
(0.6)
|
(0.5)
|
|
|
Türkiye
|
698
|
588
|
18.7
|
1.4
|
28.3
|
48.4
|
|
|
Africa
|
1,628
|
1,502
|
8.4
|
-
|
5.1
|
13.5
|
|
|
Common Functions
|
196
|
176
|
|
|
|
|
|
|
Eliminations
|
(39)
|
(36)
|
|
|
|
|
|
|
Total service revenue
|
8,469
|
7,644
|
10.8
|
(8.1)
|
3.1
|
5.8
|
|
|
Other revenue
|
1,755
|
1,596
|
|
|
|
|
|
|
Revenue
|
10,224
|
9,240
|
10.6
|
(9.2)
|
3.2
|
4.6
|
|
|
|
|
|
|
|
|
|
|
|
Other growth metrics
|
|
|
|
|
|
|
|
|
Vodafone Business - Service revenue
|
2,027
|
1,979
|
2.4
|
(1.7)
|
2.2
|
2.9
|
|
|
Germany - Vodafone Business service revenue
|
589
|
598
|
(1.6)
|
-
|
-
|
(1.6)
|
|
|
UK - Vodafone Business service revenue
|
540
|
532
|
1.5
|
(5.9)
|
2.7
|
(1.7)
|
|
|
Other Europe - Vodafone Business service revenue
|
385
|
389
|
(1.0)
|
-
|
(0.4)
|
(1.4)
|
|
|
Türkiye
- Vodafone Business service revenue
|
109
|
85
|
28.2
|
1.5
|
30.1
|
59.8
|
|
|
Africa - Vodacom Business service revenue
|
292
|
276
|
5.8
|
-
|
5.0
|
10.8
|
|
|
South Africa - Service revenue
|
774
|
796
|
(2.8)
|
-
|
4.2
|
1.4
|
|
|
Vodacom International - Service revenue
|
414
|
375
|
10.4
|
-
|
4.3
|
14.7
|
|
|
Egypt - Service revenue
|
443
|
334
|
32.6
|
-
|
8.6
|
41.2
|
|
|
South Africa - Financial services revenue
|
45
|
44
|
2.3
|
-
|
4.6
|
6.9
|
|
|
Vodacom International - M-Pesa revenue
|
121
|
101
|
19.8
|
-
|
2.8
|
22.6
|
|
|
Egypt - Financial services revenue (Vodafone Cash)
|
36
|
27
|
33.3
|
-
|
9.7
|
43.0
|
|
|
Group Adjusted EBITDAaL
|
2,980
|
2,730
|
9.2
|
(3.8)
|
3.3
|
8.7
|
|
Note:
1. Reported
service revenue growth in Türkiye of 18.7% includes 3.9pps in
relation to the application of IAS 29 'Financial Reporting in
Hyperinflationary Economies'. Growth in Türkiye excluding the
impact of this hyperinflationary adjustment was 14.8%.
Non-GAAP measures
|
Quarter ended 30 June 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported
growth
|
M&A and
Other
|
Foreign
exchange
|
Organic
growth
|
|
|
|
Q1 FY26
|
Q1 FY25
|
||||
|
|
|
€m
|
€m
|
%
|
pps
|
pps
|
%
|
|
Service revenue
|
|
|
|
|
|
|
|
|
Germany
|
2,688
|
2,778
|
(3.2)
|
-
|
-
|
(3.2)
|
|
|
|
Mobile service revenue
|
1,264
|
1,231
|
2.7
|
-
|
-
|
2.7
|
|
|
Fixed service revenue
|
1,424
|
1,547
|
(8.0)
|
-
|
-
|
(8.0)
|
|
UK
|
1,646
|
1,429
|
15.2
|
(13.8)
|
(0.5)
|
0.9
|
|
|
|
Mobile service revenue
|
1,250
|
1,045
|
19.6
|
(18.7)
|
(0.5)
|
0.4
|
|
|
Fixed service revenue
|
396
|
384
|
3.1
|
-
|
(0.4)
|
2.7
|
|
Other Europe
|
1,184
|
1,180
|
0.3
|
-
|
(0.1)
|
0.2
|
|
|
Türkiye
|
629
|
515
|
22.1
|
1.2
|
40.5
|
63.8
|
|
|
Africa
|
1,555
|
1,449
|
7.3
|
-
|
6.5
|
13.8
|
|
|
Common Functions
|
192
|
146
|
|
|
|
|
|
|
Eliminations
|
(36)
|
(32)
|
|
|
|
|
|
|
Total service revenue
|
7,858
|
7,465
|
5.3
|
(2.7)
|
2.9
|
5.5
|
|
|
Other revenue
|
1,527
|
1,571
|
|
|
|
|
|
|
Revenue
|
9,385
|
9,036
|
3.9
|
(2.8)
|
3.0
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
Other growth metrics
|
|
|
|
|
|
|
|
|
Vodafone Business - Service revenue
|
1,964
|
1,911
|
2.8
|
(0.4)
|
1.6
|
4.0
|
|
|
Germany - Vodafone Business service revenue
|
581
|
586
|
(0.9)
|
-
|
-
|
(0.9)
|
|
|
UK - Vodafone Business service revenue
|
518
|
522
|
(0.8)
|
(1.8)
|
(0.4)
|
(3.0)
|
|
|
Other Europe - Vodafone Business service revenue
|
378
|
372
|
1.6
|
-
|
(0.1)
|
1.5
|
|
|
Türkiye
- Vodafone Business service revenue
|
99
|
77
|
28.6
|
1.2
|
42.9
|
72.7
|
|
|
Africa - Vodacom Business service revenue
|
280
|
265
|
5.7
|
-
|
5.5
|
11.2
|
|
|
South Africa - Service revenue
|
761
|
767
|
(0.8)
|
-
|
3.7
|
2.9
|
|
|
Vodacom International - Service revenue
|
388
|
367
|
5.7
|
-
|
6.9
|
12.6
|
|
|
Egypt - Service revenue
|
410
|
318
|
28.9
|
-
|
15.0
|
43.9
|
|
|
South Africa - Financial services revenue
|
43
|
42
|
2.4
|
-
|
3.4
|
5.8
|
|
|
Vodacom International - M-Pesa revenue
|
112
|
99
|
13.1
|
-
|
7.7
|
20.8
|
|
|
Egypt - Financial services revenue (Vodafone Cash)
|
31
|
22
|
40.9
|
-
|
14.2
|
55.1
|
|
|
Group Adjusted EBITDAaL
|
2,748
|
2,681
|
2.5
|
(0.5)
|
2.9
|
4.9
|
|
Note:
1. Reported service revenue growth
in Türkiye of 22.1% includes -7.5pps in relation to the
application of IAS 29 'Financial Reporting in Hyperinflationary
Economies'. Growth in Türkiye excluding the impact of this
hyperinflationary adjustment was 29.6%.
Non-GAAP measures
Other metrics
|
Non-GAAP
measure
|
Purpose
|
Definition
|
|
Adjusted
profit attributable to owners of the parent
|
This
metric is used in the calculation of Adjusted basic earnings per
share.
|
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
|
This
performance measure is used in discussions with the investor
community.
|
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.
|
|
H1 FY26
|
H1 FY25
|
||||
|
|
Reported
|
Adjustments
|
Adjusted
|
Reported
|
Adjustments
|
Adjusted
|
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
|
Adjusted EBITDAaL
|
5,728
|
-
|
5,728
|
5,411
|
-
|
5,411
|
|
Restructuring costs
|
(186)
|
186
|
-
|
(58)
|
58
|
-
|
|
Interest on lease liabilities
|
292
|
-
|
292
|
220
|
-
|
220
|
|
Gain/(loss) on disposal of property, plant & equipment and
intangible assets
|
155
|
-
|
155
|
(12)
|
-
|
(12)
|
|
Depreciation and amortisation on owned assets1
|
(4,095)
|
336
|
(3,759)
|
(3,672)
|
303
|
(3,369)
|
|
Share of results of equity accounted associates and joint
ventures2
|
182
|
(37)
|
145
|
(40)
|
104
|
64
|
|
Other income
|
86
|
(86)
|
-
|
533
|
(533)
|
-
|
|
Operating profit
|
2,162
|
399
|
2,561
|
2,382
|
(68)
|
2,314
|
|
Investment and other income
|
1,085
|
-
|
1,085
|
566
|
(242)
|
324
|
|
Financing costs3
|
(1,134)
|
76
|
(1,058)
|
(843)
|
(41)
|
(884)
|
|
Profit before taxation
|
2,113
|
475
|
2,588
|
2,105
|
(351)
|
1,754
|
|
Income tax expense4
|
(1,061)
|
392
|
(669)
|
(900)
|
596
|
(304)
|
|
Profit for the financial period - Continuing
operations
|
1,052
|
867
|
1,919
|
1,205
|
245
|
1,450
|
|
Profit for the financial period - Discontinued
operations
|
-
|
-
|
-
|
16
|
(16)
|
-
|
|
Profit for the financial period
|
1,052
|
867
|
1,919
|
1,221
|
229
|
1,450
|
|
|
|
|
|
|
|
|
|
Profit attributable to:
|
|
|
|
|
|
|
|
- Owners of the parent (Continuing)
|
829
|
867
|
1,696
|
1,048
|
245
|
1,293
|
|
- Owners of the parent (Total Group)
|
829
|
867
|
1,696
|
1,064
|
229
|
1,293
|
|
- Non-controlling interests
|
223
|
-
|
223
|
157
|
-
|
157
|
|
Profit for the financial period
|
1,052
|
867
|
1,919
|
1,221
|
229
|
1,450
|
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 58 for an analysis of depreciation and amortisation. The
adjustment of €336 million (H1 FY25: €303 million)
relates to amortisation of customer bases and brand intangible
assets.
2. See page 57 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
13 for further analysis.
4. See 'Adjusted tax metrics' on
page 57 for further analysis.
Non-GAAP measures
Adjusted basic earnings per share
The reconciliation of Adjusted basic earnings per share to the
closest equivalent GAAP measure, Basic earnings per share, is
provided below.
|
|
H1 FY26
|
H1 FY25
|
|
|
€m
|
€m
|
|
Profit attributable to owners of the parent
|
829
|
1,064
|
|
Adjusted profit attributable to owners of the parent
|
1,696
|
1,293
|
|
|
|
|
|
|
Million
|
Million
|
|
Weighted average number of shares outstanding - Basic
|
24,509
|
26,718
|
|
|
|
|
|
|
eurocents
|
eurocents
|
|
Basic earnings per share
|
3.38c
|
3.98c
|
|
Adjusted basic earnings per share
|
6.92c
|
4.84c
|
Cash flow, funding and capital allocation metrics
Cash flow and funding
|
Non-GAAP measure
|
Purpose
|
Definition
|
|
Free
cash flow
|
Internal
performance reporting.
External
metric used by investor community.
Assists
comparability with other companies, although our metric may not be
directly comparable to similarly titled measures used by other
companies.
|
Free
cash flow is Adjusted EBITDAaL after cash flows in relation to
capital additions, working capital movements including in respect
of capital additions, disposal of property, plant and equipment and
intangible assets, integration capital additions and restructuring
costs, together with related working capital, licences and
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 flow
|
Internal
performance reporting.
External
metric used by investor community.
Setting
director and management remuneration.
Key
external metric used to evaluate liquidity and the cash generated
by our operations.
|
Adjusted
free cash flow is Free cash flow before licences and spectrum,
restructuring costs arising from discrete restructuring plans,
integration capital additions and working capital related items and
M&A.
|
|
Gross
debt
|
Prominent
metric used by debt rating agencies and the investor
community.
|
Non-current
borrowings and current borrowings, excluding lease liabilities,
collateral liabilities and borrowings specifically secured against
Indian assets.
|
|
Net
debt
|
Prominent
metric used by debt rating agencies and the investor
community.
|
Gross
debt less cash and cash equivalents, short-term investments,
non-current investments in sovereign securities, derivative and
other financial instruments excluding mark-to-market adjustments
and net collateral assets.
|
Non-GAAP measures
Cash flow and funding (continued)
The table below presents the reconciliation between Inflow from
operating activities and Free cash flow.
|
|
H1 FY26
|
H1 FY25
|
|
|
€m
|
€m
|
|
Inflow from operating activities
|
5,092
|
5,644
|
|
Net tax paid
|
508
|
393
|
|
Cashflows from discontinued operations
|
-
|
(1,090)
|
|
Cash generated by operations
|
5,600
|
4,947
|
|
Capital additions
|
(2,800)
|
(2,987)
|
|
Working capital movement in respect of capital
additions
|
(639)
|
(196)
|
|
Disposal of property, plant and equipment and intangible
assets
|
14
|
7
|
|
Integration capital additions
|
(21)
|
(12)
|
|
Working capital movement in respect of integration capital
additions
|
1
|
2
|
|
Licences and spectrum
|
(45)
|
(12)
|
|
Interest received and paid1
|
(746)
|
(701)
|
|
Taxation
|
(522)
|
(393)
|
|
Dividends received from associates and joint ventures
|
235
|
243
|
|
Dividends paid to non-controlling shareholders in
subsidiaries
|
(141)
|
(157)
|
|
Payments in respect of lease liabilities
|
(1,700)
|
(1,583)
|
|
Other
|
(7)
|
(254)
|
|
Free cash flow
|
(771)
|
(1,096)
|
Note:
1. Includes interest on lease
liabilities of €291 million (H1 FY25: €208 million),
excluding discontinued operations.
The table below presents the reconciliation between Borrowings,
Gross debt and Net debt.
|
|
|
H1 FY26
|
Year-end FY25
|
|
|
|
€m
|
€m
|
|
Borrowings
|
(51,455)
|
(53,143)
|
|
|
Lease liabilities
|
12,335
|
10,826
|
|
|
Collateral liabilities
|
1,315
|
2,357
|
|
|
Gross debt
|
(37,805)
|
(39,960)
|
|
|
Collateral liabilities
|
(1,315)
|
(2,357)
|
|
|
Cash and cash equivalents
|
7,087
|
11,001
|
|
|
Non-current investments in sovereign securities
|
904
|
913
|
|
|
Short-term investments
|
3,773
|
5,280
|
|
|
Collateral assets
|
1,495
|
1,010
|
|
|
Derivative and other financial instruments
|
554
|
2,291
|
|
|
Less mark-to-market gains deferred in hedge reserves
|
(632)
|
(575)
|
|
|
Net debt
|
(25,939)
|
(22,397)
|
|
Non-GAAP measures
Return on Capital Employed
|
Non-GAAP measure
|
Purpose
|
Definition
|
|
Return
on Capital Employed ('ROCE')
|
ROCE is
a metric used by the investor community and reflects how
efficiently we are generating profit with the capital we
deploy.
|
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 and other 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.
|
|
Pre-tax
ROCE (controlled)
Post-tax
ROCE (controlled and associates/joint ventures)
|
As
above
|
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.
|
ROCE using GAAP measures
The table below presents the calculation of ROCE using GAAP
measures as reported in the consolidated income statement and
consolidated statement of financial position.
For the purpose of the half-year ROCE calculation, the returns are
based on the 12 months ended 30 September and the denominator is
based on the average of 12 month end capital employed balances from
the opening position, and ending at 30 September 2024 and 30
September 2025 of the respective years.
|
|
H1 FY26
|
H1 FY25
|
|
|
€m
|
€m
|
|
Operating (loss)/profit1
|
(631)
|
4,190
|
|
|
|
|
|
Borrowings
|
51,455
|
55,753
|
|
Cash and cash equivalents
|
(7,087)
|
(7,008)
|
|
Derivative and other financial instruments included in trade and
other receivables
|
(3,005)
|
(3,962)
|
|
Derivative and other financial instruments included in trade and
other payables
|
2,451
|
2,031
|
|
Non-current investments in sovereign securities
|
(904)
|
-
|
|
Short-term investments
|
(3,773)
|
(4,101)
|
|
Collateral assets
|
(1,495)
|
(789)
|
|
Financial liabilities under put option arrangements
|
102
|
-
|
|
Equity
|
56,609
|
60,586
|
|
Capital employed at end of the period
|
94,353
|
102,510
|
|
|
|
|
|
Average capital employed for the period
|
98,432
|
107,126
|
|
|
|
|
|
ROCE using GAAP measures
|
(0.6%)
|
3.9%
|
Note:
1.
Operating (loss)/profit includes Other income, which includes
merger and acquisition activity that is non-recurring in
nature.
Non-GAAP measures
Return on Capital Employed ('ROCE') : Non-GAAP basis
The table below presents the calculation of ROCE using non-GAAP
measures and reconciliations to the closest equivalent GAAP
measure.
For the purpose of the half-year ROCE calculation, the returns are
based on the 12 months ended 30 September and the denominator is
based on the average of 12 month end capital employed balances from
the opening position, and ending at 30 September 2024 and at 30
September 2025 of the respective years.
|
|
H1 FY26
|
H1 FY25
|
|
|
€m
|
€m
|
|
Operating (loss)/profit
|
(631)
|
4,190
|
|
Interest on lease liabilities
|
(560)
|
(443)
|
|
Restructuring costs
|
292
|
659
|
|
Other income
|
(118)
|
(972)
|
|
Share of results of equity accounted associates and joint
ventures
|
(99)
|
85
|
|
Impairment charge/(reversal)
|
4,515
|
-
|
|
Other adjustments1
|
431
|
355
|
|
Adjusted operating profit for calculating pre-tax ROCE
(controlled)
|
3,830
|
3,874
|
|
Adjusted share of results of equity accounted associates and joint
ventures used in post-tax ROCE2
|
88
|
(148)
|
|
Notional tax at Adjusted effective tax rate3
|
(1,037)
|
(795)
|
|
Adjusted operating profit for calculating post-tax ROCE (controlled
and associates/joint ventures)
|
2,881
|
2,931
|
|
|
|
|
|
Capital employed for calculating ROCE on a GAAP basis
|
94,353
|
102,510
|
|
Adjustments to exclude:
|
|
|
|
- Leases
|
(12,335)
|
(10,790)
|
|
- Deferred tax assets
|
(18,513)
|
(19,716)
|
|
- Deferred tax liabilities
|
796
|
650
|
|
- Taxation recoverable
|
(170)
|
(197)
|
|
- Taxation liabilities
|
594
|
669
|
|
- Other investments
|
(2,935)
|
(3,050)
|
|
- Associates and joint ventures
|
(6,699)
|
(7,041)
|
|
- Pension assets and liabilities
|
(65)
|
(193)
|
|
- Removal of capital employed related to discontinued
operations
|
-
|
(7,791)
|
|
- Other adjustments1
|
(1,123)
|
(1,063)
|
|
Adjusted capital employed for calculating pre-tax ROCE
(controlled)
|
53,903
|
53,988
|
|
Associates and joint ventures1
|
6,699
|
7,041
|
|
Adjusted capital employed for calculating post-tax ROCE (controlled
and associates/joint ventures)
|
60,602
|
61,029
|
|
|
|
|
|
Average capital employed for calculating pre-tax ROCE
(controlled)
|
52,899
|
53,898
|
|
Average capital employed for calculating post-tax ROCE (controlled
and associates/joint ventures)
|
59,700
|
63,365
|
|
|
|
|
|
Pre-tax ROCE (controlled)
|
7.2%
|
7.2%
|
|
Post-tax ROCE (controlled and associates/joint
ventures)
|
4.8%
|
4.6%
|
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 27.4% (H1 FY25:
18.0%).
Non-GAAP measures
Financing and Taxation metrics
|
Non-GAAP measure
|
Purpose
|
Definition
|
|
Adjusted
net financing costs
|
This
metric is used by both management and the investor
community.
This
metric is used in the calculation of Adjusted basic earnings per
share.
|
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
|
This
metric is used in the calculation of the Adjusted effective tax
rate (see below).
|
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
|
This
metric is used in the calculation of the Adjusted effective tax
rate (see below).
|
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 tax rate
|
This
metric is used by both management and the investor
community.
|
Adjusted
income tax expense (see above) divided by Adjusted profit before
taxation (see above).
|
|
Adjusted
share of results of equity accounted associates and joint
ventures
|
This
metric is used in the calculation of Adjusted effective tax
rate.
|
Share
of results of equity accounted associates and joint ventures
excluding restructuring costs, amortisation of acquired customer
base and brand intangible assets and other income and
expense.
|
|
Adjusted
share of results of equity accounted associates and joint ventures
used in post-tax ROCE
|
This
metric is used in the calculation of post-tax ROCE (controlled and
associates/joint ventures).
|
Share
of results of equity accounted associates and joint ventures
excluding restructuring costs and other income and
expense.
|
Non-GAAP measures
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.
|
|
H1 FY26
|
H1 FY25
|
|
|
|
€m
|
€m
|
|
|
Profit before taxation
|
2,113
|
2,105
|
|
|
Adjustments to derive Adjusted profit before tax
|
475
|
(351)
|
|
|
Adjusted profit before taxation
|
2,588
|
1,754
|
|
|
Adjusted share of results of equity accounted associates and joint
ventures
|
(145)
|
(64)
|
|
|
Adjusted profit before tax for calculating Adjusted effective tax
rate
|
2,443
|
1,690
|
|
|
|
|
|
|
|
Income tax expense
|
(1,061)
|
(900)
|
|
|
Tax on adjustments to derive Adjusted profit before
tax
|
(148)
|
(8)
|
|
|
Adjustments:
|
|
|
|
|
- Deferred tax on rate change in Germany
|
269
|
-
|
|
|
- Deferred tax charge for utilisation of recognised tax
losses in Luxembourg
|
172
|
319
|
|
|
- UK corporate interest restriction
|
3
|
35
|
|
|
- Tax relating to inflation-related adjustments in
Türkiye
|
96
|
86
|
|
|
- Tax relating to Vantage Towers share disposal
|
-
|
164
|
|
|
Adjusted income tax expense for calculating Adjusted tax
rate
|
(669)
|
(304)
|
|
|
Adjusted effective tax rate
|
27.4%
|
18.0%
|
|
|
|
|
|
|
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.
|
|
H1 FY26
|
H1 FY25
|
||
|
|
€m
|
€m
|
||
|
Share of results of equity accounted associates and joint
ventures
|
182
|
(40)
|
||
|
Restructuring costs, net of tax
|
15
|
7
|
||
|
Other income, net of tax
|
(42)
|
(59)
|
||
|
Adjusted share of results of equity accounted associates and joint
ventures used in post-tax ROCE
|
155
|
(92)
|
||
|
Amortisation of acquired customer base and brand intangible assets,
net of tax
|
(10)
|
156
|
||
|
Adjusted share of results of equity accounted associates and joint
ventures
|
145
|
64
|
||
Additional information
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.
|
|
|
H1 FY26
|
H1 FY25
|
|
|
€m
|
€m
|
|
|
Depreciation on leased assets - included in Adjusted
EBITDAaL
|
1,735
|
1,564
|
|
|
Depreciation on leased assets - included in Restructuring
costs
|
130
|
2
|
|
|
Depreciation on leased assets
|
1,865
|
1,566
|
|
|
|
|
|
|
|
Depreciation on owned assets
|
2,110
|
1,889
|
|
|
Amortisation of owned intangible assets
|
1,985
|
1,783
|
|
|
Depreciation and amortisation on owned assets
|
4,095
|
3,672
|
|
|
|
|
|
|
|
Total depreciation and amortisation on owned and leased
assets
|
5,960
|
5,238
|
|
|
|
|
|
|
|
(Gain)/loss on disposal of owned fixed assets
|
(155)
|
12
|
|
|
Loss/(gain) on disposal of leased assets
|
1
|
(13)
|
|
|
Depreciation and amortisation - as recognised in the consolidated
income statement
|
5,806
|
5,237
|
|
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.
|
|
|
H1 FY26
|
H1 FY25
|
|
|
|
€m
|
€m
|
|
|
|
Capital additions
|
2,800
|
2,987
|
|
|
|
Integration related capital additions
|
21
|
12
|
|
|
|
Licence and spectrum additions
|
261
|
9
|
|
|
|
Additions to customer bases
|
1
|
-
|
|
|
|
Additions
|
3,083
|
3,008
|
|
|
|
|
|
|
|
|
|
Intangible asset additions
|
1,103
|
1,226
|
|
|
|
Property, plant and equipment owned additions
|
1,980
|
1,782
|
|
|
|
Total additions
|
3,083
|
3,008
|
|
|
|
Definitions
|
||||
|
|
||||
|
|
||||
Key terms are defined below. See page 46 for the location of
definitions for non-GAAP measures.
|
Term
|
Definition
|
|
Africa
|
Comprises
the Vodacom Group.
|
|
ARPU
|
Average
revenue per user, defined as customer revenue and incoming revenue
divided by average customers.
|
|
Capital
additions
|
Comprises
the purchase of property, plant and equipment and intangible
assets, other than licence and spectrum payments and integration
capital expenditure.
|
|
Common
Functions
|
Comprises
central teams and business functions.
|
|
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.
|
|
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 below) relating to the provision of fixed line and
carrier services.
|
|
FTTH
|
Fibre
to the home.
|
|
GAAP
|
Generally
Accepted Accounting Principles.
|
|
IFRS
|
International
Financial Reporting Standards.
|
|
Incoming
revenue
|
Comprises
revenue from termination rates for voice and messaging to Vodafone
customers.
|
|
Indian
assets
|
Comprises
the Group's investments in Indus Towers Limited and Vodafone Idea
Limited.
|
|
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 enable these objects to collect data and exchange
communications with one another or a database.
|
|
MDU
|
Multi
Dwelling Units.
|
|
Mobile
service revenue
|
Service
revenue (see below) relating to the provision of mobile
services.
|
|
NPS
|
Net
Promoter Score.
|
|
Other
Europe
|
Other
Europe markets comprise 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.
|
|
Reported
growth
|
Reported
growth is based on amounts reported in euros and determined under
IFRS.
|
|
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.
|
|
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.
|
|
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.
|
|
Notes
|
|
|
|
|
1. 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 everyone.connected are trademarks owned by Vodafone.
Other product and company names mentioned herein may be the
trademarks of their respective owners.
2. All
growth rates reflect a comparison to the six months ended 30
September 2024 unless otherwise stated.
3. References
to "Q1", "Q2", "Q3" and "Q4" are to the three months ended 30 June,
30 September, 31 December and 31 March. References to the "year",
"financial year" or "FY26" are to the financial year ending 31
March 2026. References to "last year", "last financial year" or
"FY25" are to the financial year ended 31 March 2025. References to
"H1 FY26" are to the six month period ended 30 September 2025.
References to "H1 FY25" are to the six month period ended 30
September 2024.
4. Vodacom
refers to the Group's interest in Vodacom Group Limited ('Vodacom')
as well as its operations, including subsidiaries in South Africa,
Egypt, DRC, Tanzania, Mozambique and
Lesotho.
5. This
document contains references to our and our affiliates' websites.
Information on any website is not incorporated into this update and
should not be considered part of this update.
|
Forward-looking statements and other matters
|
|
|
|
|
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 acquisition of Telekom Romania; the announced
potential acquisition of Skaylink; 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 in the Group's
Annual Report for the year ended 31 March 2025. The Annual Report
can be found on the Vodafone Group's website (investors.vodafone.com/results).
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.
Copyright © Vodafone Group 2025
-End-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorised.
|
|
VODAFONE
GROUP
|
|
|
PUBLIC
LIMITED COMPANY
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date:
November 11, 2025
|
By: /s/ M D B
|
|
|
Name: Maaike de Bie
|
|
|
Title: Group General Counsel and Company Secretary
|