VODPF 6-K
Vodafone Group Public Ltd Co (VOD)
6-K
2026-05-12
For: 2026-05-12
View Original
Added on
July 04, 2026
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
May 12, 2026
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 12
May 2026 entitled ‘FY26 Preliminary
Results’.
Vodafone Group
Plc
FY26 Preliminary
Results
12
May 2026
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“After the transformation of the last three years, we are now
a simpler company with a stronger growth outlook.
Our strategic progress has generated good Group service
revenue momentum for the year, together with profit and cash flow
at the upper end of our guidance range. We returned to top line
growth in Germany, alongside strong performances across Africa and
in Türkiye. Our early successes from the UK merger integration
reinforce our confidence in its potential and I am delighted that
we are now gaining full ownership.
Looking ahead, we will continue to drive continuous improvements
across our business, with customer experience as our number one
priority. We are now well set for mid-term
growth.”
Margherita Della Valle
Group Chief Executive
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Financial highlights
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4.5%
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Achieved top end
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€3.1 billion
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Medium term Adj.
FCF growth ambition
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Adjusted EBITDAaL organic growth
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FY26 financial guidance
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Total shareholder returns
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Total revenue: Increased
8.0% to €40.5 billion (FY25: €37.4 billion), due to
strong service revenue growth and the consolidation of Three UK,
partially offset by foreign exchange movements.
-
Service revenue: Grew
8.8% to €33.5 billion (FY25: €30.8 billion) and on an
organic basis increased 5.4% with growth in all segments except
Germany.
-
Germany: Organic service revenue decreased 0.2% in
FY26, with gradual improvement throughout the year to 1.3% growth
in Q4. Mobile market competitive intensity and the final TV law
impact were offset by higher wholesale revenue, Consumer broadband
ARPU improvement and strong digital services demand in
Business.
-
UK: Organic service revenue increased
0.3% with growth in our Consumer and Wholesale segments, partially
offset by Business decline due to planned managed services contract
terminations.
-
Other Europe and Türkiye: Organic
service revenue grew 0.5% in Other Europe with good performance
across markets offset by competitive pressure in Portugal. Service
revenue in Türkiye increased 10.8% in euro terms.1
-
Africa: Maintained double-digit organic
service revenue growth (FY26: 12.9%), supported by growth above
inflation in Egypt and Vodacom’s international
markets.
-
Business: Organic service revenue grew
3.2%, with double digit growth in digital services.
-
Adjusted
EBITDAaL: Increased 3.8% to €11.4
billion (FY25: €10.9 billion), and 4.5% on an organic basis,
driven by service revenue growth, only partially offset by
continued commercial investment.
-
Operating profit:
Increased by €3.2 billion to €2.8 billion (FY25: loss
of €0.4 billion), due to Adjusted EBITDAaL growth and
non-cash impairment charges in the prior year, partially offset by
higher depreciation and amortisation following the consolidation of
Three UK.
-
Shareholder returns: The
final €0.5 billion tranche of the second €2 billion
buyback programme completed on 11 May 2026. Total dividends per
share are 4.6125 eurocents in FY26 (FY25: 4.5 eurocents), a 2.5%
increase year-on-year, in line with our commitment to a progressive
dividend policy announced in November 2025.
-
Top end of FY26 guidance range
achieved: Adjusted
EBITDAaL at €11.6 billion and Adjusted free cash flow at
€2.6 billion on a guidance basis.
Strategic highlights
-
A new chapter: Following
our transformation actions, we are entering a new chapter as a
simpler and stronger business, and our external environment is
creating new opportunities, with new demand for high quality
connectivity and a more supportive regulatory context.
-
A clear strategy: Our
strategy is focused on continuing to deliver operational progress
across our priorities of Customers, Simplicity and Growth. This
will drive improved performance and provide us with strong
foundations for future growth.
-
A growth outlook: With
our diversified growth portfolio, we will continue to drive
attractive returns for our shareholders. Our growth portfolio gives
us the confidence in our medium-term ambition to deliver
double-digit Adjusted free cash flow growth, driving continued
Adjusted free cash flow growth in euro terms.
Note: 1. Excluding the impact of hyperinflationary accounting
adjustments.
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For more information, please contact:
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Investor Relations:
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vodafone.com
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Media Relations:
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Vodafone.com/media/contact
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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 12 May 2026.
The webcast and supporting information can be accessed
at vodafone.com
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Strategic progress & portfolio
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Vodafone, a new chapter
Since
May 2023, Vodafone has been through a period of significant
transformation, covering all aspects of our business, including
portfolio, capital structure and operating model. Three years on,
we are entering a new chapter as a simpler business. We have a
clear strategy and through continued execution, we are in a strong
position to grow.
A new chapter
Alongside
our internal transformation, we are also entering a new
connectivity era benefiting from a more supportive external
environment, with favourable trends across demand, supply and
regulation.
-
A simpler
Vodafone: With a
clear operating model organised around four distinct operating
divisions: Europe, Africa, Business and Investments. Our operating
divisions are supported by our scaled shared operations and
platforms.
-
A well-positioned
Vodafone: Operating in markets with sustainable structures,
where we hold strong and scaled positions. We have reset our
capital structure, with disciplined and stable capital investment,
a stronger balance sheet, and €9 billion returned to
shareholders over the last three years.
-
Demand is being
reshaped: Customers today expect seamless connectivity
across all their devices, with the end-to-end customer experience
driving loyalty and value. Our products & services are critical
enablers of the Artificial Intelligence revolution, the need for
trusted, secure, sovereign and resilient services, and the
digitalisation of economies.
-
An unparalleled global
network: Vodafone’s global
networks, spanning from the seabed to the stars, provide a unique
foundation to meet rising demand for the best next-generation
connectivity. Our trusted networks and range of best-available
technologies will unlock new use cases and provide leading
experiences for our customers.
-
A more supportive
environment: Our customers are benefiting from investment in
our networks, which are more resilient, and better quality. These
benefits are driven by a more supportive environment, with
sustainable pricing models embedded in more markets than ever
before, and pro-investment spectrum decisions and support for
scaled infrastructure unlocking competitiveness and
innovation.
A clear strategy
Vodafone’s
strategy is focused on delivering operational progress across three
clear priorities: Customers, Simplicity and Growth. Together, these
priorities underpin our improved performance and provide Vodafone
with strong foundations for future growth.
-
Customers: We have reset
and continue to improve our customers’ experience, alongside
investment in our leading networks. Our actions have also supported
growing market share in many of our markets.
-
Simplicity: We have also
continued to drive efficiencies across the Group, with opex savings
supporting reinvestments in attractive growth opportunities, such
as B2B, our brand, and our customer experience. Whilst we have
driven a significant structural change, we have also maintained
strong employee engagement, and high satisfaction with our Shared
Operations.
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Growth: Over the last
three years, strong execution of our strategic priorities has
supported service revenue growth across Europe & Africa,
accelerated Group Adjusted EBITDAaL growth, and consistent growth
in Adjusted free cash flow.
A growth outlook
We
operate through four key divisions, Europe, Africa, B2B and
Investments, each with their own strengths, strategic priorities
and growth drivers. In addition, we have several scaled platforms
that provide us with a structural advantage. With these assets, our
diversified portfolio and growth drivers, we will continue to drive
attractive returns for our shareholders.
-
Europe: We are focused
on building trust with our strong networks and leading customer
experiences, as well as driving value through convergence. We have
clear priorities against these strategic pillars for the years
ahead, including in Germany where we are focused on the turnaround,
and in the UK, where we continue to progress with the
integration.
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Africa: Vodacom is well
positioned to capture structural growth opportunities such as
population growth and rising data usage. Vodacom will also continue
to build on its leading FinTech platforms, as well as target
broadband leadership with a suite of next-generation technologies,
including fibre-to-the-home (‘FTTH’), fixed wireless
access (‘FWA’), and satellite
connectivity.
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Business: Across Europe
and Africa, with our platforms we are serving customers of all
sizes, from small enterprises to global multinationals. We operate
in attractive markets, leverage our scale and local expertise, and
are diversifying beyond connectivity. Our products & services
help businesses digitalise and unlock the power of the latest
technologies, including 5G standalone, sovereign & secure
solutions, GenAI for SMEs, and satellite-based IoT.
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Investments: Vodafone
has a valuable portfolio of non-controlled investments, including
stakes in telecoms operations and infrastructure, as well as a
range of innovative businesses. Since forming the Investments
division two years ago, we have taken an active management approach
and simplified this portfolio, crystallising significant value.
This included the recently announced sale of our interests in
VodafoneZiggo for €1 billion cash proceeds and a 10% stake in
a larger Benelux company, Ziggo Group.
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Our scale: Provides us
with a structural advantage, enabling the Group to build once and
deploy at scale across our markets and shared commercial,
technology and operational platforms. Our strengths include our
globally recognised brand, our industry-leading shared operations,
a unique opportunity to rapidly embed AI across our markets, and
our scaled digital platforms across Consumer, IoT and financial
services.
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Our growth portfolio:
Our diversified footprint, disciplined capital allocation and clear
operational progress provide us with the confidence in our mid-term
value equation.
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Mid-term
ambition1
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FY26
performance
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Considerations
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Revenue growth
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Europe
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+0.1%
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Building trust, focused on value
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Africa
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+12.9%
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Structural growth opportunities
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B2B
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+3.2%
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Growing demand, with diverse products & services
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Group
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+5.4%
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Operating leverage
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Group Adj. EBITDAaL margin
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28.1%
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€2bn (gross) efficiency & synergy potential
€1bn (net) EU opex reduction opportunity
(FY27-FY30)2,3
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Adj. EBITDAaL
growth
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Europe
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(0.1)%
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Europe: Growth supported by UK synergies
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Africa
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+14.0%
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Africa: Double-digit EBITDA CAGR
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Group
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+4.5%
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Disciplined capital allocation
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Group
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+18% capital intensity
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Broadly stable capital intensity market-by-market
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c.3% cost of
debt
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Targeting lower half of 2.25-2.75x Adj. EBITDAaL/net debt
range
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Double-digit organic growth in Adjusted FCF --> Euro growth in
Adjusted FCF
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Notes:
1.
Medium-term financial ambition
assume no material change to the structure of the Group (at 31
March 2026), is based on current prevailing assessments of the
macroeconomic outlook, including interest rates and inflation, and
is at constant foreign exchange rates.
2.
Includes Europe, Shared Operations
and Corporate services, and committed UK cost synergies. The
majority of the previously disclosed £700 million cost &
capex synergies is expected to be opex savings.
3.
Restructuring and integration costs in FY27 are
expected to peak at c.€0.7 billion, which includes
integration costs of c.€0.4 billion related to the
VodafoneThree merger.
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Shareholder returns:
Over the last three years, our progress has driven attractive
shareholder returns, with double-digit growth in Adjusted free cash
flow per share (FY24-FY26). We have also committed to a progressive
dividend policy, with the full year dividend per share for FY26
growing by 2.5%, reflecting our growth outlook. We have also
returned €4 billion to shareholders through share buybacks
over the last two years.
A more
detailed summary of our progress and is outlined in an accompanying
presentation and video available here:
investors.vodafone.com/results.
Portfolio
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.
On 5 May 2026, we announced that Vodafone had reached an agreement
for the buyout of CK Hutchison Group Telecom Holding Limited
(CKHGT) from the VodafoneThree joint venture for £4.3 billion
(€4.9 billion) via a cancellation of shares (the
‘Transaction’). Following completion of the
Transaction, Vodafone will become the sole owner of
VodafoneThree.
VodafoneThree is now the biggest mobile network operator in the UK
with over 28 million customers, with a multi-brand mobile strategy
in Consumer through the Vodafone, Three, VOXI, SMARTY and
Talkmobile brands.
Since the merger of Vodafone UK and Three UK last year, we have
made a fast start with the integration including significant
network improvements as part of our promise to deliver a
best-in-class experience, and we have taken actions on key areas of
cost synergies to deliver the first material impacts in FY27.
Network sharing activation is ahead of plan, with both Vodafone and
Three customers already benefiting from seamlessly using both
networks across 10,000 radio sites ahead of plan. Seven million
Three and SMARTY customers are also benefiting from improved 4G
speeds of up to 40%, through sharing of combined
spectrum.
This strong start to the integration means we are now even more
confident on delivering our plans to create one of Europe’s
leading telecoms networks, which include expecting to realise
£700 million annual cost and capital expenditure synergies by
FY30. We believe now is the right time to take full ownership of
VodafoneThree, enabling us to move at an even faster pace to
transform the UK’s digital infrastructure and realise value
for our shareholders.
Romania
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 acquired TKRM and its postpaid customer base,
while Digi Romania S.A. acquired TKRM’s prepaid customer
business. We also gained additional spectrum and towers as part of
the transaction. The integration is well underway, and we have
completed the migration of 250,000 customers to Vodafone contracts
and combined over 350 radio sites.
Africa
In November 2025, the Independent Communications Authority of South
Africa, approved Vodacom’s proposed fibre joint venture with
Maziv Proprietary Limited and the transaction closed on 2 December
2025. This transaction increases the scale of the country’s
open access fibre platform and strengthens our fixed growth
prospects in South Africa.
In December 2025, we announced that Vodacom Group Limited had
agreed to acquire an effective 20% of the issued share capital in
Safaricom Plc, Kenya's leading telecoms operator. Vodacom will
acquire 15% from the Government of Kenya for a cash consideration
of €1.36 billion (KES 204 billion) and 5% from Vodafone for a
cash consideration of €0.45 billion (KES 68 billion).
Following completion of the acquisition, Safaricom will be owned by
Vodacom (55%), the Government of Kenya (20%) and public investors
(25%). Safaricom will be consolidated by both Vodacom and Vodafone
Group. The acquisition provides both Vodafone and Vodacom with an
opportunity to gain controlling ownership of one of Africa’s
most successful telecoms and financial services
businesses.
The acquisition is subject to a status quo order issued by the High
Court of Kenya on 23 March 2026, following an application for
conservatory order which was subsequently heard on 27 April 2026. A
ruling is expected on 18 May 2026. Pending this ruling, the
acquisition will be effective upon the satisfaction of all
conditions precedent and completion of the relevant share purchase
agreements.
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Financial Review ⫶ Results in line with
expectations
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Financial results
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Total revenue: Increased
8.0% to €40.5 billion (FY25: €37.4 billion), due to
strong service revenue growth and the consolidation of Three UK,
partially offset by foreign exchange movements.
-
Service revenue: Grew
8.8% to €33.5 billion (FY25: €30.8 billion) and on an
organic basis increased 5.4% with growth in all segments except
Germany. Vodafone Business grew 2.2% in FY26, and 3.2% on an
organic basis, with double-digit growth in digital services
revenue.
-
Adjusted
EBITDAaL: Increased 3.8%
to €11.4 billion (FY25: €10.9 billion), and 4.5% on an
organic basis, as service revenue growth was only partially offset
by continued commercial investment.
-
Operating profit:
Increased by €3.2 billion to €2.8 billion (FY25: loss
of €0.4 billion), due to Adjusted EBITDAaL growth and
non-cash impairment charges in the prior year, partially offset by
higher depreciation and amortisation following the consolidation of
Three UK.
-
Earnings per share:
Basic loss per share from continuing operations was 1.20 eurocents
in FY26, compared to a loss per share of 15.86 eurocents in the
prior year, following the impairment charges in FY25. Adjusted
basic earnings per share was 10.72 eurocents compared to 7.87
eurocents in the prior year.
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FY261
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FY25
|
Reported
|
|
|
|
€m
|
€m
|
change %
|
|
Revenue
|
40,461
|
37,448
|
8.0
|
|
|
- Service revenue
|
33,480
|
30,758
|
8.8
|
|
|
- Other revenue
|
6,981
|
6,690
|
|
|
|
Adjusted EBITDAaL2,3
|
11,351
|
10,932
|
3.8
|
|
|
Restructuring costs
|
(370)
|
(164)
|
|
|
|
Interest on lease liabilities4
|
615
|
488
|
|
|
|
Gain/(loss) on disposal of property, plant and equipment and
intangible assets
|
199
|
(25)
|
|
|
|
Depreciation and amortisation of owned assets
|
(8,481)
|
(7,569)
|
|
|
|
Share of results of equity accounted associates and joint
ventures
|
(382)
|
(123)
|
|
|
|
Impairment charge
|
–
|
(4,515)
|
|
|
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Other (expense)/income
|
(88)
|
565
|
|
|
|
Operating profit/(loss)
|
2,844
|
(411)
|
792.0
|
|
|
Investment and other income
|
1,395
|
864
|
|
|
|
Financing costs
|
(2,375)
|
(1,931)
|
|
|
|
Profit/(loss) before taxation
|
1,864
|
(1,478)
|
|
|
|
Income tax expense
|
(1,805)
|
(2,246)
|
|
|
|
Profit/(loss) for the financial year - Continuing
operations
|
59
|
(3,724)
|
|
|
|
Loss for the financial year - Discontinued operations
|
(108)
|
(22)
|
|
|
|
Loss for the financial year
|
(49)
|
(3,746)
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
- Owners of the parent
|
(397)
|
(4,169)
|
|
|
|
- Non-controlling interests
|
348
|
423
|
|
|
|
Loss for the financial year
|
(49)
|
(3,746)
|
|
|
|
|
|
|
|
|
|
Basic loss per share - Continuing operations
|
(1.20)c
|
(15.86)c
|
|
|
|
Basic loss per share - Total Group
|
(1.65)c
|
(15.94)c
|
|
|
|
Adjusted basic earnings per share2
|
10.72c
|
7.87c
|
|
|
Further
information is available in a spreadsheet at investors.vodafone.com/results
Notes:
1.
The
FY26 results reflect average foreign exchange rates of €1:
GBP 0.87, €1: ZAR 20.10, €1: TRY 48.02 and €1:
EGP 56.60.
2.
Adjusted EBITDAaL and Adjusted
basic earnings per share are non-GAAP measures. See page 37 for
more information.
3.
Includes depreciation on leased
assets of €3,674 million (FY25: €3,205
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 7.0% to €14.3 billion,
reflecting cash inflows from discontinued operations in the prior
year.
-
Adjusted free cash flow:
An inflow of €2.6 billion versus an inflow of €2.5
billion the prior year, reflecting an increase in Adjusted EBITDAaL
and foreign exchange movements.
-
Net debt: Increased to
€25.4 billion (€22.4 billion as at 31 March 2025),
primarily due to the consolidation of VodafoneThree debt upon
completion of the transaction and the share buyback of €2
billion.
-
Current
liquidity: Cash and cash
equivalents and short-term investments totalled €12.4 billion
(€16.3 billion as at 31 March 2025). This includes €0.5
billion of net collateral which has been posted to Vodafone from
counterparties as a result of positive mark-to-market movements on
derivative instruments (€1.3 billion as at 31 March
2025).
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Shareholder returns:
Total dividends per share are 4.6125 eurocents in FY26 (FY25: 4.5
eurocents) including a final dividend per share of 2.3625
eurocents. The ex-dividend date for the final dividend is 4 June
2026 for ordinary shareholders, and 5 June 2026 for ADR holders.
The record date is 5 June 2026, and the dividend is payable on 30
July 2026. The capital returned to shareholders in FY26 totalled
€3.1 billion.
|
|
|
FY26
|
FY25
|
Reported
|
|
Cash flow and funding
|
€m
|
€m
|
change %
|
|
|
Inflow from operating activities
|
14,291
|
15,373
|
(7.0)
|
|
|
(Outflow)/inflow from investing activities
|
(4,238)
|
4,759
|
(189.1)
|
|
|
Outflow from financing activities
|
(11,806)
|
(15,278)
|
22.7
|
|
|
Net cash (outflow)/inflow
|
(1,753)
|
4,854
|
(136.1)
|
|
|
Cash and cash equivalents at the beginning of the financial
year
|
10,893
|
6,114
|
|
|
|
Exchange loss on cash and cash equivalents
|
(227)
|
(75)
|
|
|
|
Cash and cash equivalents at the end of the financial
year
|
8,913
|
10,893
|
|
|
|
|
|
|
|
|
|
Borrowings less cash and cash equivalents
|
(43,654)
|
(42,142)
|
(3.6)
|
|
|
|
|
|
|
|
|
|
|
FY26
|
FY25
|
Reported
|
|
|
|
€m
|
€m
|
change %
|
|
Adjusted free cash
flow1,2
|
2,621
|
2,548
|
2.9
|
|
|
Licences and spectrum
|
(404)
|
(421)
|
|
|
|
Restructuring costs including working capital
movements
|
(213)
|
(246)
|
|
|
|
Integration capital additions
|
(209)
|
(31)
|
|
|
|
Free cash flow1
|
1,795
|
1,850
|
(3.0)
|
|
|
|
|
|
|
|
|
Net debt1
|
(25,411)
|
(22,397)
|
(13.5)
|
|
Notes:
1.
Adjusted free cash flow, Free cash
flow and Net debt are non-GAAP measures. See page 37 for more
information.
2.
Discontinued operations generated a cashflow of
€nil million during the year ended 31 March 2026 (FY25:
€40 million), in addition to the reported total from
continuing operations.
|
Outlook & capital allocation
|
|
|
FY27 guidance
In May 2025, we set out guidance for FY26 for Adjusted EBITDAaL and
Adjusted free cash flow. For FY26 we reported Adjusted EBITDAaL and
Adjusted Free cash flow of €11.4 billion and €2.6
billion. The FY26 outcome, as reported, reflects the foreign
exchange rate movements versus those used for the basis of guidance
and the impact of Türkiye hyperinflation accounting, which in
aggregate, reduced Adjusted EBITDAaL by €0.2 billion. The
table below compares the guidance given and our actual
performance.
The current macroeconomic climate represents specific
uncertainties, particularly around trade, energy costs and foreign
exchange rates, all of which may impact our financial performance
in the year ahead. Based on the current prevailing assessments of
the macroeconomic outlook, Adjusted EBITDAaL is expected to be
€11.9-€12.2 billion and Adjusted free cash flow to be
€2.6-€2.9 billion, as outlined below. For FY27, we are
also providing additional outlook for Europe and expect Adjusted
EBITDAaL to be €7.6-€7.9 billion. Restructuring and
integration costs in FY27 are expected to peak at c.€0.7
billion, which includes integration costs of c.€0.4 billion
related to the VodafoneThree merger. For further information please
refer to the accompanying presentation available here:
investors.vodafone.com/results.
|
€billion
|
|
Adjusted EBITDAaL1
|
Adjusted
FCF1,2
|
|
FY26 guidance
|
|
11.3 – 11.6
|
2.4 – 2.6
|
|
FY26 outcome – guidance
basis3,4
|
|
11.6
|
2.6
|
|
Impact of exchange rates
|
|
(0.1)
|
–
|
|
Impact of Türkiye hyperinflation accounting
|
|
(0.1)
|
–
|
|
FY26 actual – reported basis
|
|
11.4
|
2.6
|
|
Impact of exchange rates
|
|
(0.1)
|
(0.1)
|
|
Remove impact of Türkiye hyperinflation
accounting
|
|
0.1
|
–
|
|
Impact of M&A transactions5
|
|
–
|
(0.1)
|
|
FY27 re-based4,6
|
|
11.4
|
2.4
|
|
Growth
|
|
0.5 – 0.8
|
0.2 – 0.5
|
|
FY27 guidance4,7
|
|
11.9 – 12.2
|
2.6 – 2.9
|
|
Safaricom consolidation impact – pro-forma 12 months
FY27
|
|
1.5
|
–
|
Notes:
1.
Adjusted
EBITDAaL and Adjusted free cash flow are non-GAAP measures. See
page 37 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.
The FY26
outcome on guidance basis is derived by applying FY26 guidance
foreign exchange rates. The FY26 guidance foreign exchange rates
were €1: GBP 0.85; €1: ZAR 20.59; €1: TRY 43.42;
€1: EGP 56.74.
4.
Excluding the
impact of hyperinflation accounting in
Türkiye.
5.
M&A
transactions include the impact of the disposal of
VodafoneZiggo.
6.
The FY26
rebased outcome is derived by applying FY27 guidance foreign
exchange rates.
7.
The FY27 guidance reflect the following foreign exchange rates:
€1: GBP 0.87; €1: ZAR 19.60; €1: TRY 53.07;
€1: EGP 62.53. The guidance assumes no material change to the
structure of the Group.
Capital allocation
In
March 2024, we conducted a broad capital allocation review,
considering the Group’s strategy within its reshaped
footprint.
-
Investment: Following an extensive review of our
capital investment requirements, the current capital intensity will
be broadly maintained at a market level, which will allow for
appropriate investment in network and growth
opportunities.
-
Leverage: The
current leverage policy of 2.25x – 2.75x Net Debt to
Adjusted EBITDAaL was adopted in 2024, with a target to operate in
the bottom half of the range. The leverage policy supports a solid
investment grade credit rating and positions Vodafone to continue
to invest for growth over the long-term.
-
Shareholder returns
(dividends): The Board has
declared total dividends of 4.6125 eurocents per share for FY26
(FY25: 4.5 eurocents), reflecting a 2.5% year-on-year increase in
line with our commitment to a progressive dividend policy announced
in November 2025.
-
Shareholder returns (share
buybacks): The final tranche of the second €2 billion
share buyback programme completed on 11 May 2026. Since the launch
of the first share buyback programme in March 2024, we have
repurchased 4.2 billion shares. Total capital returns to
shareholders in FY26 were €3.1 billion.
|
Segment performance
|
|
|
Geographic performance summary
|
|
Total revenue
|
Service revenue
|
Adjusted
EBITDAaL1
|
Adjusted EBITDAaL
margin1
|
Capital
additions
|
|||||
|
|
FY26
|
FY25
|
FY26
|
FY25
|
FY26
|
FY25
|
FY26
|
FY25
|
FY26
|
FY25
|
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
|
Germany
|
12,133
|
12,180
|
10,874
|
10,876
|
4,243
|
4,384
|
35.0
|
36.0
|
2,496
|
2,482
|
|
UK
|
9,192
|
7,069
|
7,597
|
5,887
|
1,881
|
1,558
|
20.5
|
22.0
|
1,388
|
897
|
|
Other Europe2
|
5,714
|
5,694
|
4,888
|
4,805
|
1,574
|
1,510
|
27.5
|
26.5
|
860
|
856
|
|
Türkiye
|
3,431
|
3,086
|
2,826
|
2,484
|
983
|
842
|
28.7
|
27.3
|
539
|
447
|
|
Africa
|
8,365
|
7,791
|
6,653
|
6,172
|
2,834
|
2,593
|
33.9
|
33.3
|
1,185
|
1,038
|
|
Common Functions3
|
1,825
|
1,817
|
763
|
663
|
(164)
|
45
|
|
|
823
|
1,142
|
|
Eliminations
|
(199)
|
(189)
|
(121)
|
(129)
|
–
|
–
|
|
|
–
|
–
|
|
Group
|
40,461
|
37,448
|
33,480
|
30,758
|
11,351
|
10,932
|
28.1
|
29.2
|
7,291
|
6,862
|
Downloadable performance information is available at:
investors.vodafone.com/results
|
Service revenue growth
|
FY25
|
FY26
|
||||||||
|
Q4
|
H2
|
Total
|
Q1
|
Q2
|
H1
|
Q3
|
Q4
|
H2
|
Total
|
|
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
|
|
Germany
|
(6.0)
|
(6.2)
|
(5.0)
|
(3.2)
|
0.5
|
(1.4)
|
0.7
|
2.0
|
1.4
|
–
|
|
UK
|
5.7
|
6.7
|
4.5
|
15.2
|
38.0
|
26.7
|
31.1
|
31.5
|
31.3
|
29.0
|
|
Other Europe2
|
1.1
|
1.7
|
1.8
|
0.3
|
0.1
|
0.2
|
3.5
|
3.0
|
3.3
|
1.7
|
|
Türkiye
|
15.2
|
50.4
|
42.3
|
22.1
|
18.7
|
20.3
|
(13.5)
|
36.9
|
8.5
|
13.8
|
|
Africa
|
8.8
|
6.4
|
3.7
|
7.3
|
8.4
|
7.9
|
8.2
|
7.3
|
7.7
|
7.8
|
|
Group
|
2.3
|
4.0
|
2.8
|
5.3
|
10.8
|
8.1
|
7.3
|
12.0
|
9.6
|
8.8
|
|
Organic service revenue growth1
|
FY25
|
FY26
|
||||||||
|
Q4
|
H2
|
Total
|
Q1
|
Q2
|
H1
|
Q3
|
Q4
|
H2
|
Total
|
|
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
|
|
Germany
|
(6.0)
|
(6.2)
|
(5.0)
|
(3.2)
|
0.5
|
(1.4)
|
0.7
|
1.3
|
1.0
|
(0.2)
|
|
UK
|
3.1
|
3.2
|
1.9
|
0.9
|
1.2
|
1.1
|
(0.5)
|
(0.2)
|
(0.4)
|
0.3
|
|
Other Europe2
|
0.8
|
1.7
|
2.1
|
0.2
|
(0.5)
|
(0.1)
|
1.2
|
1.2
|
1.2
|
0.5
|
|
Türkiye
|
73.2
|
78.1
|
83.4
|
63.8
|
48.4
|
55.6
|
38.5
|
33.7
|
36.1
|
45.2
|
|
Africa
|
13.5
|
12.6
|
11.3
|
13.8
|
13.5
|
13.7
|
13.5
|
10.9
|
12.2
|
12.9
|
|
Group
|
5.4
|
5.3
|
5.1
|
5.5
|
5.8
|
5.7
|
5.4
|
5.1
|
5.2
|
5.4
|
|
Group profitability
|
|
FY25
|
FY26
|
||||||||
|
|
Q4
|
H2
|
Total
|
Q1
|
Q2
|
H1
|
Q3
|
Q4
|
H2
|
Total
|
|
|
Operating (loss)/profit
|
€m
|
(3,815)
|
(2,793)
|
(411)
|
1,015
|
1,147
|
2,162
|
483
|
199
|
682
|
2,844
|
|
Adjusted EBITDAaL1
|
€m
|
2,693
|
5,521
|
10,932
|
2,748
|
2,980
|
5,728
|
2,816
|
2,807
|
5,623
|
11,351
|
|
Adjusted EBITDAaL margin1
|
%
|
28.8
|
28.8
|
29.2
|
29.3
|
29.1
|
29.2
|
26.9
|
27.0
|
27.0
|
28.1
|
|
Organic Adjusted EBITDAaL growth1
|
%
|
0.3
|
1.3
|
2.5
|
4.9
|
8.7
|
6.8
|
2.3
|
2.3
|
2.3
|
4.5
|
Notes:
1.
Organic service revenue growth,
Group Adjusted EBITDAaL and Group Adjusted EBITDAaL margin are
non-GAAP measures. See page 37 for more
information.
2.
Other
Europe markets comprise Portugal, Ireland, Greece, Romania, Czech
Republic and Albania.
3.
Comprises corporate functions and shared
operations. Capital additions includes software arrangements
managed centrally on behalf of the
Group.
|
Germany ⫶
Turnaround actions supporting service
revenue improvement
|
|||||
|
|
|
|
|
|
|
|
32%
|
|
€12.1bn
|
|
(0.2%)
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
37%
|
|
€4.2bn
|
|
(3.3%)
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
FY26
|
FY25
|
Reported
|
Organic
|
|
|
€m
|
€m
|
growth %
|
growth %1
|
|
|
Total revenue
|
12,133
|
12,180
|
(0.4)
|
|
|
|
- Service revenue
|
10,874
|
10,876
|
-
|
(0.2)
|
|
|
- Other revenue
|
1,259
|
1,304
|
|
|
|
|
Adjusted EBITDAaL
|
4,243
|
4,384
|
(3.2)
|
(3.3)
|
|
|
Adjusted EBITDAaL margin
|
35.0%
|
36.0%
|
|
|
|
Note:
1.
Organic growth is a non-GAAP measure. See page 37 for more
information.
Growth
Total revenue decreased 0.4% to €12.1 billion as a result of
lower equipment revenue. Service revenue remained stable, supported
by the acquisition of Skaylink. On an organic basis, service
revenue declined 0.2% (Q3: 0.7%, Q4: 1.3%), including a 0.8
percentage point impact from the end of bulk TV contracting in
Multi-Dwelling Units (‘MDU’). Excluding this impact,
organic service revenue was driven by higher wholesale revenue and
strong demand for digital services in Business, offset by mobile
ARPU pressure due to competitive intensity and ongoing TV
decline.
Mobile service revenue grew 3.0% (Q3: 2.8%, Q4: 2.7%), supported by
higher wholesale revenue, as we completed the migration of 1&1
customers onto our network, partially offset by continued ARPU
pressure, and a lower customer base. We now have more than 12
million 1&1 customers using our nationwide 5G network and
revenue contribution reached full run-rate in Q4.
Fixed service revenue decreased 2.6%, and on an organic basis
declined 2.9% (Q3: -1.1%, Q4: 0.1%), as TV headwinds were partially
offset by strong demand for digital services in Business. The final
impact of the MDU TV transition in Q1 contributed 1.4 percentage
points to the decline in fixed service revenue in FY26. The
continued improvement in quarterly trends in Q4 was supported by
our broadband retail pricing actions, implemented between March
2025 and January 2026, and Business digital services growth. As we
continue to focus on our value approach, broadband ARPU from new
customers grew over 30% year-on-year in Q4 (Q3: +21%).
Vodafone Business service revenue increased 0.1%. On an organic
basis, Vodafone Business service revenue declined 0.7% (Q3: -1.8%,
Q4: 1.5%), due to pressure in core connectivity services, partially
offset by strong digital services demand, which supported our
return to growth in Q4. In December 2025, we completed the
acquisition of Skaylink, a cloud, digital transformation and
security specialist. The acquisition will support the acceleration
of our growth in key areas, such as professional and managed
services, cloud and security in Germany and across Europe. We have
successfully begun integrating the business and selling their
services to our customers.
Adjusted EBITDAaL declined 3.2%, and on an organic basis Adjusted
EBITDAaL decreased 3.3%, of which a -1.1 percentage point impact
was related to the MDU transition. Excluding this, the decline in
Adjusted EBITDAaL was driven by the continued impact of higher
commercial investment in the prior year, and the increase in
variable costs from Business digital services, partially offset by
cost efficiency. The Adjusted EBITDAaL margin was 1.0 percentage
points lower year-on-year at 35.0%.
Customers
Due to continued competitive intensity in the mobile market, our
contract customer base declined by 103,000 during the year (Q3:
11,000, Q4: -77,000), including 88,000 from Business. Our branded
Consumer customer base was broadly stable during the year,
supported by our continued focus on customer experience, as we
delivered our best ever customer satisfaction results, with
improvement across all products in mobile and fixed. We connected a
further 9.5 million IoT devices, driven by continued good demand
from the automotive sector.
Our broadband customer base declined by 202,000 in FY26 (Q3:
-63,000, Q4: -90,000), including the loss of 136,000 customers on
our gigabit network (Q3: -47,000, Q4: -59,000). The decline was
primarily due to our focus on value optimisation as we continue to
drive ARPU growth for new customers. We continue to be the largest
provider of fixed line gigabit connectivity in Germany, as we
market gigabit speeds to almost 75% of German homes with 5 million
fibre households beyond our own cable footprint of 25 million
households. Our OXG joint venture’s buildout is continuing to
progress with almost 600,000 homes passed and we are now able to
market to 1.5 million homes. Our TV customer base declined by
20,000 (Q3: -6,000, Q4: -104,000). The structural decline in demand
for standalone linear TV services was partially offset by our
strategy to bundle basic TV with our broadband
services.
|
UK ⫶ Fast
integration progress and full ownership
|
|||||
|
|
|
|
|
|
|
|
23%
|
|
€9.2bn
|
|
0.3%
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
17%
|
|
€1.9bn
|
|
4.5%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
FY26
|
FY25
|
Reported
|
Organic
|
|
|
€m
|
€m
|
growth %
|
growth %1
|
|
|
Total revenue
|
9,192
|
7,069
|
30.0
|
|
|
|
- Service revenue
|
7,597
|
5,887
|
29.0
|
0.3
|
|
|
- Other revenue
|
1,595
|
1,182
|
|
|
|
|
Adjusted EBITDAaL
|
1,881
|
1,558
|
20.7
|
4.5
|
|
|
Adjusted EBITDAaL margin
|
20.5%
|
22.0%
|
|
|
|
Note:
1.
Organic growth is a non-GAAP measure. See page 37 for more
information.
Growth
Total revenue increased 30.0% to €9.2 billion due to the
consolidation of Three UK’s financial results following the
completion of the merger on 31 May 2025. Service revenue increased
29.0%, and organic service revenue grew 0.3% (Q3: -0.5%, Q4:
-0.2%), as growth in Consumer and Wholesale, reflecting strong
commercial momentum during the year, was partially offset by
decline in Business.
Mobile service revenue increased 40.0%. Organic growth in mobile
service revenue was -0.4% (Q3: -1.8%, Q4: -0.5%), as the continued
Business ARPU pressure and delivery of project milestones in the
prior year, were only partially offset by strong wholesale revenue
growth. The improvement in Q4 growth was supported by stronger
performance of Three UK brand, with improvement in both Consumer
contract ARPU and customer loyalty, as well as higher wholesale
revenue.
Fixed service revenue increased 0.3% and organic growth in fixed
service revenue was 3.1% (Q3: 4.8%, Q4: 0.8%) with strong growth in
Consumer broadband, supported by higher ARPU and a larger customer
base, partially offset by a decline in Business due to the impact
of planned managed services contract terminations. The slowdown in
service revenue growth in the fourth quarter was due to lower
Business project activity, including a strategic change by a large
customer.
Vodafone Business service revenue declined 2.3%. On an organic
basis, Vodafone Business service revenue decreased 4.5% (Q3: -5.4%,
Q4: -7.8%), due to the impact of planned managed services contract
terminations during FY26 and continued mobile ARPU pressure from
lower inflation-linked price increases and contract renewals. There
was also lower Business project activity, including a strategic
change by a large customer.
Adjusted EBITDAaL increased 20.7%, and on an organic basis,
Adjusted EBITDAaL increased 4.5%, driven by strong Consumer
broadband and Wholesale margin growth, only partially offset by
higher operating expenses from inflation and network expansion. The
Adjusted EBITDAaL margin decreased 1.5 percentage points
year-on-year to 20.5%, and on an organic basis grew 1.4 percentage
points year-on-year.
Customers
Our mobile contract customer base declined by 127,000 during the
year (Q3: 73,000, Q4: 22,000) including the disconnection of 53,000
very low value Business SIMs and Three UK customer losses. Our
best-in-class customer experience supported customer loyalty, which
materially improved across all our Consumer brands during the year.
Our prepaid brands, VOXI and SMARTY, continued to compete well in
the market with 189,000 customer additions in FY26 (Q3: 38,000, Q4:
47,000).
Our broadband customer base increased by 222,000 in FY26 (Q3:
64,000, Q4: 64,000) and we added 56,000 fixed wireless access
customers in FY26 (Q3: 11,000, Q4: 20,000), reported in the mobile
segment. We have been one of the fastest growing broadband
providers in the UK during the year, offering gigabit speeds to
over 23 million households. In June 2025, we announced a wholesale
strategic agreement with Community Fibre in London.
In July 2025, we launched our industry leading ‘Just Ask
Once’ customer care promise for Vodafone customers. In
November 2025, we introduced our ‘Vodafone Together
Family’ plan, which enables households to combine mobile and
broadband services and rewards, alongside ‘Vodafone Secure
Net’, our market leading security platform. In April 2026, we
launched our ‘5G Slicing’ proposition for business
customers, delivering enhanced and dependable mobile connectivity
with guaranteed performance for enterprises, as a part of our
strategy to further monetise our network
differentiation.
|
Other Europe1 ⫶
Strong Business
momentum
|
|||||
|
|
|
|
|
|
|
|
15%
|
|
€5.7bn
|
|
0.5%
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
14%
|
|
€1.6bn
|
|
3.7%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
FY26
|
FY25
|
Reported
|
Organic
|
|
|
€m
|
€m
|
growth %
|
growth %2
|
|
|
Total revenue
|
5,714
|
5,694
|
0.4
|
|
|
|
- Service revenue
|
4,888
|
4,805
|
1.7
|
0.5
|
|
|
- Other revenue
|
826
|
889
|
|
|
|
|
Adjusted EBITDAaL
|
1,574
|
1,510
|
4.2
|
3.7
|
|
|
Adjusted EBITDAaL margin
|
27.5%
|
26.5%
|
|
|
|
Notes:
1.
Other Europe
markets comprise Portugal, Ireland, Greece, Romania, Czech Republic
and Albania.
3.
Organic growth is a non-GAAP measure. See page 37 for more
information.
Growth
Total revenue increased 0.4% to €5.7 billion, supported by
the consolidation of Telekom Romania Mobile Communications S.A
following the completion of the acquisition in October 2025.
Service revenue grew 1.7% and organic growth in service revenue was
0.5% (Q3: 1.2%, Q4: 1.2%) as growth in Albania, Czech Republic,
Ireland and Greece was partially offset by continued ARPU pressure
in Portugal.
In Portugal, service revenue declined during the year as a result
of mobile ARPU pressure, due to competitive intensity in the market
following the launch of a fourth operator. Growth in fixed line
service revenue was more than offset by a decline in mobile. In
January 2026, we announced pricing actions across our Consumer and
Business portfolios, which are expected to support ARPU trends in
the year ahead.
In Ireland, service revenue increased in FY26, driven by strong
growth in fixed service revenue, supported by a higher customer
base and ARPU growth. Our focus on customer experience supported a
strong improvement in Consumer customer satisfaction scores and we
are now market leader.
In Greece, service revenue increased during the year as a result of
growth in mobile and fixed service revenue, with good demand for
our Business digital services from the public sector. Growth in
mobile was supported by contract customer base and ARPU
growth.
Vodafone Business service revenue increased 0.6% with organic
growth of 3.0% (Q3: 4.7%, Q4: 6.8%) mainly driven by strong demand
for digital services, particularly in Greece and
Romania.
Adjusted EBITDAaL increased 4.2% and on an organic basis increased
3.7%, due to service revenue growth and our cost actions, supported
by a legal one-off in Portugal, partially offset by provisions in
Greece. The Adjusted EBITDAaL margin increased by one percentage
point year-on-year to 27.5%, and on an organic basis grew 1.5
percentage points year-on-year.
Customers
We added 115,000 mobile contract customers during the year (Q3:
80,000, Q4: -68,000) across our six markets, despite the
disconnection of 115,000 inactive SIMs in Romania and Greece. Our
broadband customer base declined 12,000 (Q3: 4,000, Q4: -20,000).
In Romania, we lost 253,000 mobile contract customers, and 25,000
broadband customers in FY26. In Portugal, we added 162,000 contract
customers in mobile and 13,000 in fixed broadband. In Greece, the
mobile contract base grew by 37,000, though the broadband customer
base declined by 14,000. In Ireland, our mobile contract customer
base remained broadly stable, and the customer broadband base grew
by 16,000. Through our wholesale partnerships, including our fibre
joint venture, SIRO, we now cover 1.9 million households in Ireland
with our gigabit speeds.
|
Türkiye ⫶ Scaling to €1 billion Adjusted
EBITDAaL
|
|||||
|
|
|
|
|
|
|
|
8%
|
|
€3.4bn
|
|
45.2%
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
9%
|
|
€1.0bn
|
|
47.6%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
FY26
|
FY25
|
Reported
|
Organic
|
|
|
€m
|
€m
|
growth %
|
growth %1
|
|
|
Total revenue
|
3,431
|
3,086
|
11.2
|
|
|
|
- Service revenue
|
2,826
|
2,484
|
13.8
|
45.2
|
|
|
- Other revenue
|
605
|
602
|
|
|
|
|
Adjusted EBITDAaL
|
983
|
842
|
16.7
|
47.6
|
|
|
Adjusted EBITDAaL margin
|
28.7%
|
27.3%
|
|
|
|
Note:
1.
Organic growth is a non-GAAP measure. See page 37 for more
information.
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 38 for more information.
Growth
Total revenue increased 11.2% to €3.4 billion, with service
revenue growth partially offset by depreciation of the local
currency versus the euro.
Service revenue increased 45.2% (Q3: 38.5%, Q4: 33.7%) on an
organic basis. As reported under IAS 29, service revenue growth in
euro terms increased 13.8% (Q3: -13.5%, Q4: 36.9%). Excluding the
impact of hyperinflationary accounting adjustments, service revenue
increased 10.8% in euro terms (Q3: 3.7%, Q4: -0.2%), driven by
ongoing price actions, value accretive base management, increased
data usage and strong growth in Business. The slowdown in the last
quarter was anticipated and reflects a phasing of price actions in
the context of moderating inflation.
Vodafone Business service revenue increased 54.0% (Q3: 54.8%, Q4:
34.5%) on an organic basis, supported by growth in mobile and fixed
connectivity, and strong demand for our digital services products,
including data centre usage.
Adjusted EBITDAaL increased 47.6% on an organic basis, supported by
service revenue growth and ongoing digitalisation. Adjusted
EBITDAaL increased 16.7% in euro terms. The Adjusted EBITDAaL
margin increased 1.4 percentage points year-on-year to
28.7%.
Customers
We added 926,000 mobile contract customers during the year,
including migrations of prepaid customers. Through our ongoing
customer experience initiatives, we have seen a 1.6 percentage
points reduction in our share of deep detractors to its lowest ever
level.
Spectrum & 5G launch
In October 2025, Vodafone Türkiye successfully acquired a
total of 100 MHz of spectrum in the country’s 5G auction, for
US$627 million (€539 million). Payments will be phased
equally over three financial years. We also renewed all of our
existing spectrum holdings, which were due to expire in 2029, until
2042.
Vodafone Türkiye launched 5G services in April 2026, and has
the widest 5G coverage in the country, covering over
30,000km2
across the 81
provinces.
|
Africa ⫶ Good
growth across all markets
|
|||||
|
|
|
|
|
|
|
|
20%
|
|
€8.4bn
|
|
12.9%
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
25%
|
|
€2.8bn
|
|
14.0%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
FY26
|
FY25
|
Reported
|
Organic
|
|
|
€m
|
€m
|
growth %
|
growth %1
|
|
|
Total revenue
|
8,365
|
7,791
|
7.4
|
|
|
|
- Service revenue
|
6,653
|
6,172
|
7.8
|
12.9
|
|
|
- Other revenue
|
1,712
|
1,619
|
|
|
|
|
Adjusted EBITDAaL
|
2,834
|
2,593
|
9.3
|
14.0
|
|
|
Adjusted EBITDAaL margin
|
33.9%
|
33.3%
|
|
|
|
Note:
1.
Organic growth is a non-GAAP measure. See page 37 for more
information.
Growth
Total revenue increased 7.4% to €8.4 billion as higher
service revenue was partially offset by the depreciation of local
currencies versus the euro. Service revenue increased 7.8% and
organic service revenue growth was 12.9% (Q3: 13.5%, Q4: 10.9%),
with growth in all of Vodacom’s markets.
In South Africa, service revenue increased primarily driven by
growth in mobile contract segment, supported by price increases and
strong demand for our Business digital services. The step-up in Q4
service revenue growth was supported by improvement in prepaid, due
to the acceleration in mobile data usage. Financial services
performed well with organic growth of 8.1% to €185 million,
supported by demand for insurance products.
In Egypt, service revenue increased well above inflation and in
euro terms, driven by customer base growth and strong data demand.
The slowdown in Q4 service revenue growth, as anticipated, was due
to the strong prior year comparative which benefitted from the
implementation of price increases in line with higher regulatory
price floors. Our financial services product, Vodafone Cash
continued to grow at a strong rate with revenue increasing by 48.2%
on an organic basis to €157 million.
In Vodacom’s international markets, service revenue growth
was supported by strong demand for data and an acceleration of
M-Pesa revenue. We delivered strong growth in Tanzania and the DRC
during the year, and Mozambique returned to growth during FY26.
M-Pesa revenue increased 23.1% on an organic basis to €494
million and now represents 29.7% of service revenue.
Vodacom Business service revenue grew 6.9% with organic growth of
11.3% (Q3: 12.3%, Q4: 11.0%), driven by strong demand for our
digital services, including IoT.
Adjusted EBITDAaL increased 9.3% as the depreciation of local
currencies was more than offset by organic growth. On an organic
basis, Adjusted EBITDAaL increased 14.0% due to service revenue
growth, ongoing cost initiatives, and the lapping of prior year
one-off impacts in the DRC. This was partially offset by a
non-recurring lease accounting adjustment in H2 and a one-off cost
in H1 in South Africa. The Adjusted EBITDAaL margin increased 0.6
percentage points year-on-year to 33.9%.
Customers
In South Africa, we added 28,000 mobile contract customers during
the year. We now have a mobile contract customer base of 7.0
million and Prepaid customer base of 42.4 million. Across our
active customer base, 74.1% of our mobile customers use our data
services. Customers using our Vodapay super-app continued to grow,
with good demand for our insurance, payments and lending
marketplace services. In Egypt, we added 423,000 mobile contract
customers and 3.3 million prepaid customers, supported by our
market-leading customer experience and NPS leadership. In June
2025, we launched our 5G services enabling high quality voice
services and supporting the rapidly growing data demand in Egypt.
Our financial services product, Vodafone Cash, reached 14.7 million
customers, including 3.3 million new users during the year. In
Vodacom’s international markets, we added 7.1 million mobile
customers in FY26, and our customer base is now 67.1 million, with
67.2% of active mobile customers using our data services. Our
M-Pesa customer base increased by 4.1 million during the year and
now totals 29.3 million active users.
Spectrum
In February, we announced that Vodafone Egypt secured 2 x 10MHz of
1,800MHz spectrum as a part of a multi-year investment programme.
The spectrum payment will be settled in four annual payments, which
commenced in FY26 with US$100 million (€84 million). The next
phase of the programme is expected to commence in FY28 and conclude
by FY32 for the allocation of 3,500MHz spectrum, and renewal of the
existing 2,600MHz spectrum.
|
Vodafone Investments
|
|
|
|
|
|
|
|
|
|
Associates and joint ventures
|
FY26
|
FY25
|
|
|
€m
|
€m
|
||
|
Vantage Towers (Oak Holdings 1 GmbH)
|
(440)
|
(74)
|
|
|
VodafoneZiggo Group Holding B.V.
|
(95)
|
(125)
|
|
|
Safaricom Limited
|
256
|
201
|
|
|
Other1
(including TPG Telecom
Limited)
|
(103)
|
(125)
|
|
|
Share of results of equity accounted associates and joint
ventures
|
(382)
|
(123)
|
|
Notes:
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.
2.
Excluding the
economic benefit of 50% of Telenet's shareholding in the
fibre-to-the-home network infrastructure vehicle Wyre B.V., which
will be retained by Liberty Global.
Vantage Towers Joint Venture – 44.7% ownership
Total revenue increased 6.4% to €1.3 billion during the year,
supported by 473 net new tenancies and 891 new macro sites. As a
result, the tenancy ratio increased to 1.55x (FY25: 1.53x).
Vodafone’s share of the results was driven by a non-cash
impairment charge of €464 million of their investment in
INWIT, as a result of a decline in its share price. During the
year, Vantage Towers distributed €312 million in dividends to
Vodafone.
VodafoneZiggo Joint Venture (Netherlands) – 50.0%
ownership
In February 2026, we announced that we agreed to sell our interests
in VodafoneZiggo to Liberty Global for €1.0 billion in cash
and a 10% equity stake in a soon-to-be-formed Benelux entity (Ziggo
Group), which will own 100% of both VodafoneZiggo and Liberty
Global's Belgian subsidiary, Telenet Group
Holding2.
Consequently, the Group’s investment in VodafoneZiggo was
classified as held for sale from this date. The transaction is
subject to the receipt of customary approvals and regulatory
clearances and is expected to complete in the second half of
2026.
Vodafone’s share of net loss in the period was €95
million, driven by lower operating income. During the year,
Vodafone received €62 million in dividends and €51
million in interest payments from the joint venture.
Safaricom Associate (Kenya) – 27.8% ownership
In December 2025, we announced that Vodacom Group Limited had
agreed to acquire a further effective 20% of the issued share
capital in Safaricom PLC, Kenya's leading telecoms operator.
Vodacom will acquire 15% from the Government of Kenya for a cash
consideration of €1.36 billion and 5% from Vodafone for a
cash consideration of €0.45 billion. Following completion of
the acquisition, Safaricom will be owned by Vodacom (55%), the
Government of Kenya (20%) and public investors (25%). Once the
transaction completes, Safaricom will be consolidated by both
Vodacom and Vodafone Group.
Safaricom
service revenue grew 3.2% to €2.8 billion, with organic
growth of 11.1% partially offset by foreign exchange movements of
the Kenyan shilling versus the euro. Vodafone’s higher share
of results was due to a strong result in Kenya and lapping a prior
year currency devaluation in Ethiopia. During the year, Vodafone
received €160 million in dividends from
Safaricom.
TPG Telecom Limited Associate (Australia) – 23.7%
ownership
TPG Telecom Limited is a fully integrated telecommunications
operator in Australia and is listed on the Australian stock
exchange. The Group owns an equivalent economic interest of 23.7%,
via an 11% direct stake in TPG and a 13% indirect stake, held
through a 50:50 joint venture with CK Hutchison.
In July 2025, TPG completed the sale of Vocus, its fixed line
business, and in November 2025 returned A$3 billion cash to
shareholders, with Vodafone receiving A$748 million for its share
via a capital return and special dividend. Vodafone and CK
Hutchison agreed to reinvest the funds to its 50:50 joint venture
for the purpose of repaying A$1.4 billion of its multicurrency loan
facility. Subsequently, the Group provides guarantees amounting to
US$0.5 billion and €0.6 billion (FY25: US$1.0 billion and
€0.6 billion) in relation to its 50% share in the loan
facility. During FY26, Vodafone received €22 million in
dividends from its direct stake in TPG.
Vodafone Idea Limited Joint Venture (India) – 16.1%
ownership
In 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. As part of the
agreement to merge Vodafone India and Idea Cellular in 2017, the
parties agreed a mechanism for payments (the ‘CLAM
indemnity’) between the Group and Vodafone Idea Limited
(‘VIL’) under which the Group would reimburse VIL in
the event of the crystallisation and payment of certain identified
contingent liabilities. On 31 December 2025 the Group reached an
agreement with VIL to settle the Group’s obligations under
the CLAM. See page 33 for more information.
|
Net financing costs
|
|
|
|
|
|
|
|
FY26
|
FY25
|
Reported
|
|
|
|
€m
|
€m
|
change %
|
|
Investment and other income
|
1,395
|
864
|
|
|
|
Financing costs
|
(2,375)
|
(1,931)
|
|
|
|
Net financing costs
|
(980)
|
(1,067)
|
8.2
|
|
|
Adjustments for:
|
|
|
|
|
|
|
Mark-to-market losses/(gains)
|
217
|
(2)
|
|
|
|
Foreign exchange (gains)/losses
|
(56)
|
1
|
|
|
|
Fair value gains on Other Investments through profit and
loss
|
–
|
(247)
|
|
|
Adjusted net financing costs1
|
(819)
|
(1,315)
|
37.7
|
|
Note:
1.
Adjusted net financing costs is a
non-GAAP measure. See page 37 for more
information.
Adjusted
net financing costs decreased by €496 million, mainly as a
result of the gain of €771 million (2025: €253 million)
from the redemption of certain bonds that were bought back in
advance of their maturity dates.
Net
financing costs decreased by €87 million as the impact of the
gain on bond buyback was partially offset by the mark-to-market
losses on derivatives of €217 million (2025: €2 million
net gains) and fair value gains on other investments (nil in 2026,
€247 million gain in 2025).
|
|
|
|
|
|
|
Taxation
|
|
|
|
|
|
|
|
FY26
|
FY25
|
Reported
|
|
|
%
|
%
|
change pps
|
|
|
Effective tax rate
|
96.8%
|
(152.0)%
|
248.8
|
|
|
Adjusted effective tax rate1
|
28.1%
|
25.3%
|
2.8
|
|
Note:
1.
Adjusted effective tax rate is a
non-GAAP measure. See page 37 for more
information.
The
Group’s Effective tax rate (‘ETR’) for the year
ended 31 March 2026 was 96.8% (FY25: -152.0%).
The ETR
includes a €358 million derecognition of the net deferred tax
assets (‘DTAs’) in the Group UK tax group, and a
€305 million write-down of the German DTAs as a result of
enacted reductions to future tax rates. In addition, the group has
significant non-deductible costs related to M&A
activity.
The
Group’s Adjusted ETR (‘AETR’) for the year ended
31 March 2026 was 28.1% (FY25: 25.3%). The AETR excludes certain
items, including the €358 million derecognition of the net
DTAs in the Group UK tax group, the €305 million German DTA
write-down, the utilisation of the Luxembourg loss DTA, and the
impact of hyperinflation adjustments in Türkiye.
The
BEPS Pillar Two Minimum Tax legislation was enacted in July 2023 in
the UK with effect from 2024. The Group has applied the temporary
exception under IAS 12 in relation to the accounting for deferred
taxes arising from the implementation of the Pillar Two rules. The
tax charge for the year ended 31 March 2026 includes a current tax
charge of €9 million (2025: €7 million) relating to
Pillar Two income taxes.
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
Reported
|
|
|
|
FY26
|
FY25
|
change
|
|
|
|
eurocents
|
eurocents
|
eurocents
|
|
Basic loss per share - Continuing operations
|
(1.20)
|
(15.86)
|
14.66c
|
|
|
Basic loss per share - Total Group
|
(1.65)
|
(15.94)
|
14.29c
|
|
|
|
|
|
|
|
|
Adjusted basic earnings per share1
|
10.72
|
7.87
|
2.85c
|
|
Note:
1.
Adjusted basic
earnings per share is a non-GAAP measure. See page 37 for more
information.
Basic
loss per share from continuing operations was 1.20 eurocents,
compared to a basic loss per share of 15.86 eurocents for FY25. The
increase was primarily due to a higher operating profit, and a
lower income tax expense, as well as a lower weighted average
number of shares compared to the prior year.
Adjusted
basic earnings per share was 10.72 eurocents, compared to 7.87
eurocents for FY25. The increase was primarily due to higher
adjusted EBITDAaL and lower adjusted net financing costs together
with a lower number of shares outstanding resulting from the share
buyback programme.
|
Cash flow & funding
|
|
|||
|
|
|
|||
|
|
|
|||
|
|
|
|
|
|
|
Analysis of cash flow
|
|
|
||
|
|
FY26
|
FY25
|
Reported
|
|
|
|
€m
|
€m
|
change %
|
|
|
Inflow from operating activities
|
14,291
|
15,373
|
(7.0)
|
|
|
(Outflow)/inflow from investing activities
|
(4,238)
|
4,759
|
(189.1)
|
|
|
Outflow from financing activities
|
(11,806)
|
(15,278)
|
22.7
|
|
|
Net cash (outflow)/inflow
|
(1,753)
|
4,854
|
(136.1)
|
|
|
Cash and cash equivalents at the beginning of the financial
year
|
10,893
|
6,114
|
|
|
|
Exchange loss on cash and cash equivalents
|
(227)
|
(75)
|
|
|
|
Cash and cash equivalents at the end of the financial
year
|
8,913
|
10,893
|
|
|
Cash
inflow from operating activities decreased to €14,291
million, reflecting cash inflows from discontinued operations in
the prior year.
Outflow
from investing activities increased by €8,997 million to
€4,238 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, settlement in the
current year of redeemable preference shares provided by Zegona
Communications Plc as part of the disposal of Vodafone Spain 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 by €3,472 million to
€11,806 million resulting from lower repayment of borrowings,
higher proceeds from the issue of long-term borrowings, lower cash
inflows from discontinued operations and lower dividends paid,
which were partly offset by higher payments in respect of the
purchase of treasury shares.
|
Analysis of cash flow (continued)
|
|
|
|
|
|
FY26
|
FY25
|
Reported
|
|
|
€m
|
€m
|
change %
|
|
Adjusted EBITDAaL1
|
11,351
|
10,932
|
3.8
|
|
Capital additions2
|
(7,291)
|
(6,862)
|
|
|
Working capital3
|
57
|
53
|
|
|
Disposal of property, plant and equipment and intangible
assets
|
48
|
9
|
|
|
Integration capital additions
|
(209)
|
(31)
|
|
|
Restructuring costs including working capital
movements4
|
(213)
|
(246)
|
|
|
Licences and spectrum
|
(404)
|
(421)
|
|
|
Interest received and paid5,6
|
(1,119)
|
(1,147)
|
|
|
Taxation
|
(914)
|
(728)
|
|
|
Dividends received from associates and joint ventures
|
557
|
530
|
|
|
Dividends paid to non-controlling shareholders in
subsidiaries
|
(245)
|
(249)
|
|
|
Other
|
177
|
10
|
|
|
Free cash flow1
|
1,795
|
1,850
|
(3.0)
|
|
Acquisitions and disposals
|
(2,715)
|
13,917
|
|
|
Equity dividends paid
|
(1,093)
|
(1,787)
|
|
|
Share buybacks
|
(2,041)
|
(1,868)
|
|
|
Foreign exchange loss
|
(172)
|
(182)
|
|
|
Other movements in net debt6
|
1,212
|
(1,085)
|
|
|
Net debt (increase)/decrease1
|
(3,014)
|
10,845
|
|
|
Opening net debt1
|
(22,397)
|
(33,242)
|
|
|
Closing net debt1
|
(25,411)
|
(22,397)
|
(13.5)
|
|
|
|
|
|
|
Free cash flow1
|
1,795
|
1,850
|
|
|
Adjustments:
|
|
|
|
|
- Licences and spectrum
|
404
|
421
|
|
|
- Restructuring costs including working capital
movements4
|
213
|
246
|
|
|
- Integration capital additions
|
209
|
31
|
|
|
Adjusted free cash flow1
|
2,621
|
2,548
|
|
Notes:
1.
Adjusted
EBITDAaL, Free cash flow, Adjusted free cash flow and Net debt are
non-GAAP measures. See page 37 for more
information.
2.
See page 49
for an analysis of tangible and intangible additions in the
year.
3.
Includes the
impact of €128 million of Trade payables for which the Group
has extended payment terms from 30 to 90 days through the use of
reverse factoring at 31 March 2026 (31 March 2025: €148
million).
4.
Includes
working capital in respect of integration capital
additions.
5.
Interest
received and paid excludes €577 million outflow (FY25:
€451 million outflow) in relation to the cash portion of
interest on lease liabilities included within Adjusted
EBITDAaL.
6.
Other
movements in net debt for FY26 includes €771 million in
relation to gains on certain bonds bought back prior to their
maturity date, €974 million in relation to the settlement of
redeemable preference shares provided by Zegona Communications Plc
as part of the disposal of Vodafone Spain and €188 million in
relation to a capital return from TPG Telecom Limited, which
outweighed a €520 million net issue of borrowings in respect
of licences arising principally from 5G spectrum acquired in
Türkiye. Other movements in net debt for FY25 includes a net
outflow from discontinued operations of €120 million and the
repayment of borrowings secured against Indian assets of
€1,794 million (including €547 million of accrued
interest) following the disposal of the Group’s interest in
Indus Towers, offset by payments from Swisscom and Zegona in
respect of the future use of the Vodafone brand of €491
million and €328 million in respect of proceeds from the
disposal of the Group’s residual 3% interest in Indus Towers,
which was classified as an Other investment.
Adjusted free cash flow was an inflow of €2,621 million in
the period, representing an improvement of €73 million
compared to the prior year. This primarily reflects higher adjusted
EBITDAaL and higher dividends received which outweighed higher
capital additions and taxation outflows.
Acquisitions
and disposals include net debt acquired on the merger of Vodafone
and Three into VodafoneThree Holdings Limited (‘VTHL’)
in the UK of €2,042 million and €410 million in
relation to the acquisition of a 30% interest in Maziv Proprietary
Limited, offset by €348 million of equity funding injected
into VTHL by Hutchison.
|
Borrowings and cash position
|
|
|
|
|
|
|
|
FY26
|
FY25
|
Reported
|
|
|
|
€m
|
€m
|
change %
|
|
Non-current borrowings
|
(45,506)
|
(46,096)
|
|
|
|
Current borrowings
|
(7,130)
|
(7,047)
|
|
|
|
Borrowings
|
(52,636)
|
(53,143)
|
|
|
|
Cash and cash equivalents
|
8,982
|
11,001
|
|
|
|
Borrowings less cash and cash equivalents
|
(43,654)
|
(42,142)
|
(3.6)
|
|
Borrowings
include bonds of €33,828 million (31 March 2025:
€36,402 million), lease liabilities of €12,388 million
(31 March 2025: €10,826 million), cash collateral liabilities
of €1,644 million (31 March 2025: €2,357 million) and
loans and other borrowings of €4,776 million (31 March 2025:
€3,558 million).
The
decrease in borrowings of €507 million was primarily driven
by a reduction in bonds (€2,574 million) as a result of the
repayment of certain bonds and foreign exchange rate movements,
together with a reduction in collateral liabilities (€713
million), which outweighed an increase in lease liabilities
(€1,562 million) arising primarily from the VodafoneThree
merger in the UK and an increase on other borrowings (€1,218
million) following a preference share issuance in Vodacom
(€404 million) and higher licence and spectrum borrowings
(€602 million), principally from 5G spectrum acquired in
Türkiye.
|
|
|
|
|
|
|
Funding position
|
|
|
|
|
|
|
FY26
|
FY25
|
Reported
|
|
|
|
|
€m
|
€m
|
change %
|
|
Bonds
|
(33,828)
|
(36,402)
|
|
|
|
Bank loans
|
(1,383)
|
(1,213)
|
|
|
|
Other borrowings including spectrum
|
(3,393)
|
(2,345)
|
|
|
|
Gross debt1
|
(38,604)
|
(39,960)
|
3.4
|
|
|
Cash and cash equivalents
|
8,982
|
11,001
|
|
|
|
Non-current investments in sovereign securities
|
915
|
913
|
|
|
|
Short-term investments2
|
3,431
|
5,280
|
|
|
|
Derivative and other financial instruments3
|
340
|
1,716
|
|
|
|
Net collateral liabilities4
|
(475)
|
(1,347)
|
|
|
|
Net debt1
|
(25,411)
|
(22,397)
|
(13.5)
|
|
Notes:
1.
Gross debt and
Net debt are non-GAAP measures. See page 37 for more
information.
2.
Short-term
investments include €217 million (31 March 2025: €2,139
million) of highly liquid government and government-backed
securities and managed investment funds of €3,214 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 €823 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 €3,014 million to €25,411 million.
This was driven by free cash flow of €1,795 million, together
with an inflow from other movements (€1,212 million), which
was principally due to the settlement of redeemable preference
shares provided by Zegona Communications Plc as part of the
disposal of Vodafone Spain, offset by outflows in relation to
acquisitions and disposals (€2,715 million), mostly related
to the merger with Three UK, equity dividends (€1,093
million) and share buybacks (€2,041 million).
Other
funding considerations include:
|
|
FY26
|
FY25
|
|
|
|
|
|
€m
|
€m
|
|
|
Lease liabilities
|
(12,388)
|
(10,826)
|
|
|
|
Pension fund liabilities
|
(206)
|
(187)
|
|
|
|
Guarantees over loan issued by Australia joint venture
|
(1,031)
|
(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
€839 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 €173 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.
The table below presents ROCE using non-GAAP measures.
|
|
FY26
|
FY25
|
Reported
|
|
|
%
|
%
|
Change pps
|
|
Pre-tax ROCE
(controlled)1
|
6.6%
|
7.0%
|
(0.4)
|
|
Post-tax ROCE (controlled and
associates/joint ventures)1
|
4.4%
|
4.4%
|
-
|
Note:
1.
ROCE is
calculated by dividing adjusted Operating profit by the average
adjusted Capital employed. Pre-tax ROCE (controlled) and Post-tax
ROCE (controlled and associates/joint ventures) are non-GAAP
measures. See page 37 for more information.
Pre-tax ROCE of 6.6% declined by 0.4pps year-on-year due to the
consolidation of VodafoneThree and lower adjusted Operating profit,
partially mitigated by a decline in the average adjusted Capital
employed. Post-tax ROCE remained stable year-on-year driven by a
higher adjusted Share of results of equity accounted associates and
joint ventures for the year ended 31 March 2026.
Pre-tax ROCE of 3.2% calculated using GAAP measures improved by
3.6pps year-on-year due to higher Operating profit and lower
average Capital employed as reported for the year ended 31 March
2026. Prior year Operating profit included impairment losses. See
page 46 for further analysis.
Funding facilities
As at
31 March 2026, the Group had undrawn revolving credit facilities of
€7.6 billion, principally €4.1 billion and US$4.0
billion (€3.5 billion) which mature in 2031 and 2028
respectively. Both committed revolving credit facilities support US
and euro commercial paper programmes of up to US$15 billion
(€13 billion) and €10 billion
respectively.
Post employment benefits
As at
31 March 2026, the Group’s net surplus of scheme assets over
scheme liabilities was €82 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 is recommending total dividends per share of 4.6125 eurocents
for the year. This includes a final dividend of 2.3625 eurocents
compared to 2.25 eurocents in the prior year.
The
ex-dividend date for the final dividend is 4 June 2026 for ordinary
shareholders and 5 June 2026 for ADR holders. The record date is 5
June 2026 and the dividend is payable on 30 July 2026.
Shareholders
may elect to receive their dividend in either eurocents or GBP and
the last day for election will be 9 July 2026. Alternatively,
shareholders may participate in the dividend reinvestment plan and
elections must be made by 9 July 2026. More information can be
found at vodafone.com/dividends
|
Other significant developments
|
|
|
Board changes
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.
On 1 December 2025, Pilar López was appointed as Group Chief
Financial Officer and Executive Director to the Board following
Luka Mucic’s departure on 30 November 2025.
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.
On 30 November 2025, Luka Mucic stepped down as Group Chief
Financial Officer and a member of the Executive Committee and was
succeeded by Pilar López on 1 December 2025.
Ruth McGill was appointed Chief Human Resources Officer and a
member of the Executive Committee on 1 January 2026. Ruth succeeded
Leanne Wood who left Vodafone on 1 January
2026.
|
Unaudited condensed consolidated financial statements
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
Consolidated income statement
|
|
|
|
|
|
|
|
|
|
Year ended 31 March
|
||
|
|
|
|
2026
|
2025
|
|
|
|
Note
|
|
€m
|
€m
|
|
|
Revenue
|
|
|
40,461
|
37,448
|
|
|
Cost of sales
|
|
|
(27,728)
|
(24,929)
|
|
|
Gross profit
|
|
|
12,733
|
12,519
|
|
|
Selling and distribution expenses
|
|
|
(3,149)
|
(2,934)
|
|
|
Administrative expenses
|
|
|
(5,841)
|
(5,447)
|
|
|
Net credit losses on financial assets
|
|
|
(429)
|
(476)
|
|
|
Share of results of equity accounted associates and joint
ventures
|
|
|
(382)
|
(123)
|
|
|
Impairment charge
|
2
|
|
–
|
(4,515)
|
|
|
Other (expense)/income
|
|
|
(88)
|
565
|
|
|
Operating profit/(loss)
|
|
|
2,844
|
(411)
|
|
|
Investment and other income
|
|
|
1,395
|
864
|
|
|
Financing costs
|
|
|
(2,375)
|
(1,931)
|
|
|
Profit/(loss) before taxation
|
|
|
1,864
|
(1,478)
|
|
|
Income tax expense
|
|
|
(1,805)
|
(2,246)
|
|
|
Profit/(loss) for the financial year - Continuing
operations
|
|
|
59
|
(3,724)
|
|
|
Loss for the financial year - Discontinued operations
|
3
|
|
(108)
|
(22)
|
|
|
Loss for the financial year
|
|
|
(49)
|
(3,746)
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
– Owners of the parent
|
|
|
(397)
|
(4,169)
|
|
|
– Non-controlling interests
|
|
|
348
|
423
|
|
|
Loss for the financial year
|
|
|
(49)
|
(3,746)
|
|
|
|
|
|
|
|
|
|
Loss per share - Continuing operations
|
|
|
|
|
|
|
– Basic
|
|
|
(1.20)c
|
(15.86)c
|
|
|
– Diluted
|
|
|
(1.20)c
|
(15.86)c
|
|
|
|
|
|
|
|
|
|
Loss per share - Total Group
|
|
|
|
|
|
|
– Basic
|
|
|
(1.65)c
|
(15.94)c
|
|
|
– Diluted
|
|
|
(1.65)c
|
(15.94)c
|
|
The
accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
|
Consolidated statement of comprehensive expense
|
|
|
||||
|
|
|
|
|
Year ended 31 March
|
|
|
|
|
|
|
|
2026
|
2025
|
|
|
|
|
|
|
€m
|
€m
|
|
|
Loss for the financial year
|
|
|
|
(49)
|
(3,746)
|
|
|
Other comprehensive (expense)/income:
|
|
|
|
|
|
|
|
Items that may be reclassified to the income statement in
subsequent years:
|
|
|
|
|
|
|
|
Foreign exchange translation differences, net of tax
|
|
|
|
(696)
|
321
|
|
|
Foreign exchange translation differences, transferred to the income
statement
|
|
|
|
–
|
115
|
|
|
Other, net of tax1
|
|
|
|
209
|
36
|
|
|
Total items that may be reclassified to the income statement in
subsequent years
|
|
|
|
(487)
|
472
|
|
|
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
|
|
|
|
428
|
116
|
|
|
Net actuarial gains on defined benefit pension schemes, net of
tax
|
|
|
|
9
|
1
|
|
|
Total items that will not be reclassified to the income statement
in subsequent years
|
|
|
|
437
|
117
|
|
|
Other comprehensive (expense)/income
|
|
|
|
(50)
|
589
|
|
|
Total comprehensive expense for the financial year
|
|
|
|
(99)
|
(3,157)
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
– Owners of the parent
|
|
|
|
(254)
|
(3,485)
|
|
|
– Non-controlling interests
|
|
|
|
155
|
328
|
|
|
Total comprehensive expense for the financial year
|
|
|
|
(99)
|
(3,157)
|
|
Note:
1.
Principally includes the impact of
the Group’s cash flow hedges deferred to other comprehensive
income during the year.
The
accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
|
Consolidated statement of financial position
|
|
|
|
|
|
|
|
|
|
|
|
31 March
|
31 March
|
|
|
|
|
|
|
2026
|
2025
|
|
|
|
|
Note
|
|
€m
|
€m
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
21,918
|
20,514
|
|
|
Other intangible assets
|
|
|
|
14,359
|
12,924
|
|
|
Property, plant and equipment
|
|
|
|
34,193
|
30,712
|
|
|
Investments in associates and joint ventures
|
|
|
|
6,492
|
6,892
|
|
|
Other investments
|
|
|
|
2,087
|
3,153
|
|
|
Deferred tax assets
|
|
|
|
18,068
|
19,033
|
|
|
Post employment benefits
|
|
|
|
288
|
242
|
|
|
Trade and other receivables
|
|
|
|
5,221
|
6,431
|
|
|
|
|
|
|
102,626
|
99,901
|
|
|
Current assets
|
|
|
|
|
|
|
|
Inventory
|
|
|
|
596
|
617
|
|
|
Taxation recoverable
|
|
|
|
186
|
174
|
|
|
Trade and other receivables
|
|
|
|
10,584
|
9,404
|
|
|
Other investments
|
|
|
|
6,770
|
7,424
|
|
|
Cash and cash equivalents
|
|
|
|
8,982
|
11,001
|
|
|
|
|
|
|
27,118
|
28,620
|
|
|
Assets held for sale
|
|
3
|
|
174
|
–
|
|
|
Total assets
|
|
|
|
129,918
|
128,521
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Called up share capital
|
|
|
|
3,950
|
4,319
|
|
|
Additional paid-in capital
|
|
|
|
150,312
|
149,834
|
|
|
Treasury shares
|
|
|
|
(6,704)
|
(6,791)
|
|
|
Accumulated losses
|
|
|
|
(126,532)
|
(123,503)
|
|
|
Accumulated other comprehensive income
|
|
|
|
29,607
|
28,886
|
|
|
Total attributable to owners of the parent
|
|
|
|
50,633
|
52,745
|
|
|
Non-controlling interests
|
|
|
|
3,732
|
1,171
|
|
|
Total equity
|
|
|
|
54,365
|
53,916
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
Borrowings
|
|
|
|
45,506
|
46,096
|
|
|
Share of net liabilities in associates and joint
ventures
|
|
|
|
102
|
96
|
|
|
Deferred tax liabilities
|
|
|
|
1,043
|
798
|
|
|
Post employment benefits
|
|
|
|
206
|
187
|
|
|
Provisions
|
|
|
|
1,261
|
1,430
|
|
|
Non-debt liabilities in respect of written put options
|
|
|
|
107
|
97
|
|
|
Trade and other payables
|
|
|
|
3,333
|
3,147
|
|
|
|
|
|
|
51,558
|
51,851
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Borrowings
|
|
|
|
7,130
|
7,047
|
|
|
Taxation liabilities
|
|
|
|
555
|
578
|
|
|
Provisions
|
|
|
|
731
|
1,066
|
|
|
Trade and other payables
|
|
|
|
15,579
|
14,063
|
|
|
|
|
|
|
23,995
|
22,754
|
|
|
Total equity and liabilities
|
|
|
|
129,918
|
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
|
–
|
–
|
84
|
(81)
|
3
|
–
|
3
|
|
Share-based payments
|
–
|
103
|
–
|
–
|
103
|
7
|
110
|
|
Transactions with non-controlling interests in
subsidiaries
|
–
|
–
|
–
|
(47)
|
(47)
|
50
|
3
|
|
Dividends
|
–
|
–
|
–
|
(1,795)
|
(1,795)
|
(246)
|
(2,041)
|
|
Comprehensive (expense)/income
|
–
|
–
|
–
|
(3,485)
|
(3,485)
|
328
|
(3,157)
|
|
Purchase of Treasury shares
|
–
|
–
|
(2,000)
|
–
|
(2,000)
|
–
|
(2,000)
|
|
Cancellation of shares
|
(478)
|
478
|
2,770
|
(2,770)
|
–
|
–
|
–
|
|
31 March 2025
|
4,319
|
149,834
|
(6,791)
|
(94,617)
|
52,745
|
1,171
|
53,916
|
|
|
|
|
|
|
|
|
|
|
1 April 2025
|
4,319
|
149,834
|
(6,791)
|
(94,617)
|
52,745
|
1,171
|
53,916
|
|
Issue or reissue of shares
|
–
|
2
|
82
|
(81)
|
3
|
348
|
351
|
|
Share-based payments
|
–
|
107
|
–
|
–
|
107
|
7
|
114
|
|
Acquisition of subsidiaries
|
–
|
–
|
–
|
–
|
–
|
1,045
|
1,045
|
|
Transactions with non-controlling interests in
subsidiaries3
|
–
|
–
|
–
|
1,126
|
1,126
|
1,248
|
2,374
|
|
Dividends
|
–
|
–
|
–
|
(1,094)
|
(1,094)
|
(242)
|
(1,336)
|
|
Comprehensive (expense)/income
|
–
|
–
|
–
|
(254)
|
(254)
|
155
|
(99)
|
|
Purchase of Treasury shares
|
–
|
–
|
(2,000)
|
–
|
(2,000)
|
–
|
(2,000)
|
|
Cancellation of shares
|
(369)
|
369
|
2,005
|
(2,005)
|
–
|
–
|
–
|
|
31 March 2026
|
3,950
|
150,312
|
(6,704)
|
(96,925)
|
50,633
|
3,732
|
54,365
|
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 4 ‘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
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 March
|
|
|
|
|
|
|
2026
|
2025
|
|
|
|
|
|
€m
|
€m
|
|
Inflow from operating activities
|
|
|
|
14,291
|
15,373
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
Purchase of interests in subsidiaries, net of cash
acquired
|
|
|
|
(193)
|
(9)
|
|
Purchase of interests in associates and joint ventures
|
|
|
|
(729)
|
(321)
|
|
Purchase of intangible assets
|
|
|
|
(2,447)
|
(2,375)
|
|
Purchase of property, plant and equipment
|
|
|
|
(4,871)
|
(4,324)
|
|
Purchase of investments
|
|
|
|
(1,060)
|
(3,499)
|
|
Disposal of interests in subsidiaries, net of cash
disposed
|
|
|
|
(131)
|
11,221
|
|
Disposal of interests in associates and joint ventures
|
|
|
|
20
|
3,021
|
|
Disposal of property, plant and equipment and intangible
assets
|
|
|
|
209
|
9
|
|
Disposal of investments
|
|
|
|
3,601
|
737
|
|
Dividends received from investments
|
|
|
|
818
|
530
|
|
Interest received
|
|
|
|
545
|
556
|
|
Cash outflows from discontinued operations
|
|
|
|
–
|
(787)
|
|
(Outflow)/inflow from investing activities
|
|
|
|
(4,238)
|
4,759
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Proceeds from issue of long-term borrowings
|
|
|
|
6,081
|
4,680
|
|
Repayment of borrowings
|
|
|
|
(11,924)
|
(12,963)
|
|
Net movement in short-term borrowings
|
|
|
|
(502)
|
78
|
|
Net movement in derivative and other financial
instruments
|
|
|
|
73
|
404
|
|
Interest paid
|
|
|
|
(2,257)
|
(2,705)
|
|
Purchase of treasury shares
|
|
|
|
(2,041)
|
(1,868)
|
|
Issue of ordinary share capital and reissue of treasury
shares
|
|
|
|
2
|
3
|
|
Equity dividends paid
|
|
|
|
(1,093)
|
(1,787)
|
|
Dividends paid to non-controlling shareholders in
subsidiaries
|
|
|
|
(245)
|
(249)
|
|
Other transactions with non-controlling shareholders in
subsidiaries
|
|
|
|
100
|
8
|
|
Cash outflows from discontinued operations
|
|
|
|
–
|
(879)
|
|
Outflow from financing activities
|
|
|
|
(11,806)
|
(15,278)
|
|
|
|
|
|
|
|
|
Net cash (outflow)/inflow
|
|
|
|
(1,753)
|
4,854
|
|
Cash and cash equivalents at the beginning of the financial
year1
|
|
|
|
10,893
|
6,114
|
|
Exchange loss on cash and cash equivalents
|
|
|
|
(227)
|
(75)
|
|
Cash and cash equivalents at the end of the financial
year1
|
|
|
|
8,913
|
10,893
|
Note:
1.
Comprises cash and cash equivalents
as presented in the consolidated statement of financial position of
€8,982 million (€11,001 million as at 31 March 2025),
together with overdrafts of €69 million (€108 million
as at 31 March 2025).
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
These
unaudited condensed consolidated financial statements of Vodafone
Group Plc and its subsidiaries 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 International
Accounting Standards Board (‘IASB’) and with the
requirements of the UK Companies Act 2006.
Ernst
& Young LLP has consented to the release of this unaudited
Preliminary Announcement. The financial information presented in
the unaudited condensed consolidated financial statements does not
constitute statutory accounts within the meaning of section 434(3)
of the Companies Act 2006 (‘the Act’). Statutory
accounts for the year ended 31 March 2025 were published in
Vodafone’s Annual Report and a copy was delivered to the
Registrar of Companies for England and Wales. The auditor’s
report on those accounts was unqualified, did not include a
reference to any matters to which the auditor drew attention by way
of emphasis without qualifying the report and did not contain a
statement under sections 498(2) or 498(3) of the Act. A separate
announcement will be made in accordance with Disclosure and
Transparency Rules (‘DTR’) 6.3 when the Annual Report
for the year ended 31 March 2026 are made available on the
Company’s website, which is expected to be in May
2026.
The
preparation of the preliminary results 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 affect 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 €8.9 billion of cash and cash equivalents as at 31
March 2026 which, together with undrawn revolving credit facilities
of €7.6 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. In addition to the liquidity
forecasts prepared, the Directors considered the availability of
the Group’s revolving credit facilities which were undrawn as
at 31 March 2026. As a result of the assessment performed, the
Directors have concluded that the Group is able to continue in
operation for the period of at least 12 months from the date of
approving the consolidated financial statements and that it is
appropriate to continue to adopt the going concern basis in
preparing the unaudited condensed consolidated financial
statements.
Merger of Vodafone UK and Three 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 UK and 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%. The Group consolidates VodafoneThree into its financial
results from 1 June 2025.
Acquisition of a non-controlling interest in Maziv
On 1
December 2025, the Group acquired a 30% stake in the issued share
capital of Maziv Proprietary Limited (‘Maziv’) in
exchange for certain Vodacom fibre assets, and cash. The Group has
included its share of results from this date within ‘Share of
results of equity accounted associates and joint
ventures’.
Notes to the unaudited condensed consolidated financial
statements
2 Impairment
review
The Group performs
its annual impairment test for goodwill and indefinite lived
intangible assets at 31 March and when there is an indicator of
impairment of an asset. At each reporting period date, judgement is
exercised by management in determining whether any internal or
external sources of information observed are indicative that the
carrying amount of any of the Group’s cash generating units
is not recoverable.
If the
recoverable amount of the cash-generating unit is less than the
carrying amount of the unit, the impairment loss is allocated first
to reduce the carrying amount of any goodwill allocated to the unit
and then to the other assets of the unit pro-rata on the basis of
the carrying amount of each asset in the unit. Impairment losses
recognised for goodwill are not reversible in subsequent
periods.
Year ended 31 March 2026
The
Group did not recognise any impairments for the year ended 31 March
2026.
The
table below shows key assumptions used in the value in use
calculations, and separately presented cash-generating units for
which the carrying amount of goodwill is significant in comparison
with the Group’s total carrying amount of
goodwill:
|
|
|
Assumptions used in value in use calculation
|
||
|
|
|
|
Germany
|
UK
|
|
|
|
|
%
|
%
|
|
Pre-tax discount rate
|
|
|
7.5
|
9.1
|
|
Long-term growth rate
|
|
|
1.2
|
2.0
|
|
Projected adjusted EBITDAaL CAGR1
|
|
|
1.9
|
7.7
|
|
Projected capital expenditure2
|
|
|
19.5 - 20.3
|
10.9 - 16.3
|
For the
Group’s operations in Germany, management has prepared the
following sensitivity analysis to the base case recoverable amount
less carrying value for changes in pre-tax discount rate and
projected adjusted EBITDAaL CAGR1 assumptions. The
associated impact of the change in each key assumption does not
consider any consequential impact on other assumptions used in the
impairment review.
|
|
|
|
Recoverable amount less carrying value
|
|
|
|
|
|
|
Germany
|
|
|
|
|
|
€bn
|
|
Base case recoverable amount less carrying value
|
|
|
|
0.3
|
|
|
|
|
|
|
|
Change in pre-tax discount rate
|
|
|
|
|
|
- Decrease by 0.5 pps
|
|
|
|
3.2
|
|
- Increase by 0.5 pps
|
|
|
|
(2.2)
|
|
|
|
|
|
|
|
Change in projected adjusted EBITDAaL CAGR1
|
|
|
|
|
|
- Decrease by 2.0 pps
|
|
|
|
(3.1)
|
|
- Increase by 2.0 pps
|
|
|
|
4.0
|
Notes:
1.
Projected adjusted EBITDAaL CAGR is
expressed as the compound annual growth rates in the initial five
years for all cash-generating units of the plans used for
impairment testing.
2.
Projected capital expenditure,
which excludes licences and spectrum, is expressed as capital
expenditure as a percentage of revenue in the initial five years
for all cash-generating units of the plans used for impairment
testing.
Notes to the unaudited condensed consolidated financial
statements
2 Impairment
review (continued)
Year ended 31 March 2025
In the
prior year ended 31 March 2025, the Group recorded impairment
charges of €4,350 million and €165 million with respect
to the Group’s investments in Germany and Romania. The
impairment charges reflected management’s assessment of
likely trading and economic conditions in the five-year business
plan.
The
impairment charge in relation to Vodafone Germany primarily arose
from the impacts of a significantly lower EBITDAaL performance in
the year ended 31 March 2025 and lower medium term EBITDAaL growth
expectations, on our determination of value in use. The key driver
of both changes was materially higher competitive intensity, in the
mobile market in the current year compared to FY24, impacting
expectations of future cash generation.
The
table below shows the key assumptions used in the value in use
calculations of Germany and Romania.
|
|
|
Assumptions used in value in use calculation
|
||
|
|
|
|
Germany
|
Romania
|
|
|
|
|
%
|
%
|
|
Pre-tax discount rate
|
|
|
7.8
|
11.0
|
|
Long-term growth rate
|
|
|
1.2
|
2.5
|
|
Projected adjusted EBITDAaL CAGR1
|
|
|
1.3
|
1.5
|
|
Projected capital expenditure2
|
|
|
17.6 - 20.7
|
9.2 - 11.0
|
For the
Group’s operations in Germany and Romania management has
prepared the following sensitivity analysis to the base case
recoverable amount less carrying value for changes in pre-tax
discount rate and projected adjusted EBITDAaL CAGR1 assumptions. The
associated impact of the change in each key assumption does not
consider any consequential impact on other assumptions used in the
impairment review.
|
|
|
|
Recoverable amount less carrying value
|
|
|
|
|
|
Germany
|
Romania
|
|
|
|
|
€bn
|
€bn
|
|
Base case recoverable amount less carrying value
|
|
|
(4.4)
|
(0.2)
|
|
|
|
|
|
|
|
Change in pre-tax discount rate
|
|
|
|
|
|
- Decrease by 0.5 pps
|
|
|
(1.7)
|
(0.1)
|
|
- Increase by 0.5 pps
|
|
|
(6.6)
|
(0.2)
|
|
|
|
|
|
|
|
Change in projected adjusted EBITDAaL CAGR1
|
|
|
|
|
|
- Decrease by 2.0 pps
|
|
|
(7.6)
|
(0.2)
|
|
- Increase by 2.0 pps
|
|
|
(0.8)
|
(0.1)
|
Notes:
1.
Projected adjusted EBITDAaL CAGR is
expressed as the compound annual growth rates in the initial five
years for all cash-generating units of the plans used for
impairment testing.
2.
Projected capital expenditure,
which excludes licences and spectrum, is expressed as capital
expenditure as a percentage of revenue in the initial five years
for all cash-generating units of the plans used for impairment
testing.
Notes to the unaudited condensed consolidated financial
statements
3 Discontinued
operations and assets held for sale
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 Loss for the financial years
presented.
Disposal of Vodafone Spain
The disposal of Vodafone Spain completed in the prior year on 31
May 2024 and resulted in a loss on disposal of €148 million
which was included in Loss for the financial year - Discontinued
operations in the prior year ended 31 March 2025.
Disposal of Vodafone Italy
The disposal of Vodafone Italy completed in the prior year on 31
December 2024 and resulted in a loss on disposal of €1,133
million which was included in Loss for the financial year -
Discontinued operations in the prior year ended 31 March
2025.
Discontinued operations
The results of Vodafone Spain and Vodafone Italy were reported as
discontinued operations in the prior years through to the date of
disposal.
A summary of the results from these discontinued operations is
below.
|
|
20261
|
2025
|
|
|
€m
|
€m
|
|
(Loss)/profit for the financial year - Discontinued
operations
|
|
|
|
Vodafone Spain
|
(25)
|
53
|
|
Vodafone Italy
|
(83)
|
(75)
|
|
Total
|
(108)
|
(22)
|
|
|
|
|
|
Loss per share - Discontinued operations
|
|
|
|
- Basic
|
(0.45)c
|
(0.08)c
|
|
- Diluted
|
(0.45)c
|
(0.08)c
|
Note:
1.
Relates to the finalisation of the
disposal completion accounts in the current financial
year.
Assets held for sale
On 18 February 2026, the Group announced that it has agreed to sell
its interests in VodafoneZiggo Group Holding B.V.
(‘VodafoneZiggo’) to Liberty Global plc for €1.0
billion in cash and a 10% stake in the new Ziggo Group which will
own 100% of both VodafoneZiggo and Liberty Global’s Belgian
subsidiary, Telenet Group Holding. The Group’s €0.9
billion loan receivable from VodafoneZiggo will be settled from the
transaction proceeds. Consequently, the Group’s investment in
VodafoneZiggo is classified as held for sale at 31 March
2026.
|
|
31 March
|
31 March
|
|
|
2026
|
2025
|
|
|
€m
|
€m
|
|
Non-current assets
|
|
|
|
Investments in associates and joint ventures
|
174
|
–
|
|
|
174
|
–
|
Notes to the unaudited condensed consolidated financial
statements
4 Acquisitions
and disposals
Accounting policies
Business combinations
Acquisitions of
subsidiaries are accounted for using the acquisition method. The
cost of the acquisition is measured at the aggregate of the fair
values at the date of exchange of assets given, liabilities
incurred or assumed and equity instruments issued by the Group.
Acquisition-related costs are recognised in the consolidated income
statement as incurred. The acquiree’s identifiable assets and
liabilities are recognised at their fair values at the acquisition
date, which is the date on which control is transferred to the
Group. Goodwill is measured as the excess of the sum of the
consideration transferred, the amount of any non-controlling
interests in the acquiree and the fair value of the Group’s
previously held equity interest in the acquiree, if any, over the
net 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.
Acquisition of interests from non-controlling
shareholders
In
transactions with non-controlling parties that do not result in a
change in control, the difference between the fair value of the
consideration paid or received and the amount by which the
non-controlling interest is adjusted, is recognised in
equity.
Disposals
The
difference between the carrying value of the net assets disposed of
and the fair value of consideration received is recorded as a gain
or loss on disposal. Foreign exchange translation gains or losses
relating to subsidiaries, joint arrangements and associates that
the Group has disposed of, and that have previously been recorded
in other comprehensive income or expense, are also recognised as
part of the gain or loss on disposal.
Purchase of subsidiaries
The
aggregate cash consideration in respect of the purchase of
subsidiaries, net of cash acquired, is summarised
below.
|
|
2026
|
2025
|
|
|
€m
|
€m
|
|
Net cash consideration paid
|
|
|
|
Merger of Vodafone Limited and Hutchison 3G UK Holdings Limited in
the UK
|
(31)
|
–
|
|
Acquisition of Cloudforce 1 GmbH ('Skaylink')
|
(175)
|
–
|
|
Other
|
(37)
|
(9)
|
|
Net cash acquired
|
50
|
–
|
|
|
(193)
|
(9)
|
Notes to the unaudited condensed consolidated financial
statements
4 Acquisitions
and disposals (continued)
Merger of Vodafone Limited and Hutchison 3G UK Holdings Limited 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 Hutchison 3G UK Holdings 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, a total of £600 million
of equity funding on completion, with a further total of £200
million jointly contributed in April 2026.
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.
A
purchase price allocation has been performed as at 31 May 2025, the
acquisition date, and is set out in the table below.
|
|
€m
|
|
Other intangible assets1
|
2,555
|
|
Property, plant and equipment
|
3,457
|
|
Inventory
|
43
|
|
Trade and other receivables
|
867
|
|
Cash and cash equivalents
|
27
|
|
Current and deferred taxation
|
88
|
|
Borrowings
|
(4,160)
|
|
Trade and other payables
|
(675)
|
|
Provisions
|
(69)
|
|
Net identifiable assets acquired
|
2,133
|
|
Non-controlling interests2
|
(1,045)
|
|
Goodwill3
|
1,358
|
|
Total consideration4
|
2,446
|
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.
Measured at the non-controlling
shareholders’ proportion of the net fair value of the
identifiable assets acquired, liabilities and contingent
liabilities assumed.
3.
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.
4.
Includes closing adjustments of
€178 million payable to Hutchison, of which €31 million
was paid in the year.
Notes to the unaudited condensed consolidated financial
statements
4 Acquisitions
and disposals (continued)
Transaction
costs of €30 million were charged to Other (expense)/income
in the Group’s consolidated income statement in the year
ended 31 March 2026.
From the date of
acquisition, the acquired entities have contributed €2,302
million of revenue and a loss of €551 million is included in
the loss for the financial year of the Group. If the acquisition
had taken place at the beginning of the financial year, Group
revenue would have been €40,957 million and the Group loss
for the financial year would have been €155
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 €1,208 million and a net gain of
€603 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 of the
£600 million equity funding raised by VTHL on closing, this
being settled by way of offset against amounts due to
Hutchison.
Acquisition of Cloudforce 1 GmbH
On 17
December 2025, the Group announced it had completed the acquisition
of Cloudforce 1 GmbH (‘Skaylink’) for a total cash
consideration of €175 million. The aggregate fair values of
goodwill, identifiable assets, liabilities recognised on
acquisition were €107 million, €110 million and
€42 million, respectively. The acquisition enhances the
Group’s cloud consulting and managed services capabilities
and has been accounted for as a business combination in accordance
with IFRS 3, with Skaylink
consolidated from the acquisition date.
Other transactions with non-controlling shareholders in
subsidiaries
The aggregate net
cash received in respect of other transactions with non-controlling
shareholders in subsidiaries was €100 million (2025: €8
million) including €125 million (2025: €25 million)
received from Accenture Holdings B.V. for a non-controlling
interest in Vodafone Shared Operations Limited.
Disposal of subsidiaries
The
aggregate cash consideration in respect of the disposal of
subsidiaries, net of cash disposed, is as follows:
|
|
2026
|
2025
|
|
|
€m
|
€m
|
|
Cash consideration (paid)/received
|
|
|
|
Vodafone Spain
|
(33)
|
3,669
|
|
Vodafone Italy
|
(98)
|
7,707
|
|
Net cash disposed
|
–
|
(155)
|
|
|
(131)
|
11,221
|
Vodafone Spain
In the
comparative year, 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, which were finalised during the year
ended 31 March 2026) and up to €900 million of non-cash
consideration in the form of redeemable preference shares which
were settled during the year ended 31 March 2026. €400
million of the cash received related to future services to be
provided by the Group to Zegona and was deferred on the
Group’s statement of financial position. The disposal
resulted in a loss of €148 million in the comparative year
and was included in Loss for the financial year –
Discontinued operations in the prior year ended 31 March
2025.
Vodafone Italy
In the
comparative year, on 31 December 2024, the Group announced it had
completed the sale of Vodafone Italia S.p.A. (‘Vodafone
Italy’) to Swisscom AG for €7,885 million in cash
(subject to closing accounts adjustments, which were finalised
during the year ended 31 March 2026). €178 million of the
cash received relates to future services to be provided by the
Group to Swisscom AG and was deferred on the Group’s
statement of financial position. The disposal resulted in a loss of
€1,133 million in the comparative year and was included in
Loss for the financial year – Discontinued operations in the
prior year ended 31 March 2025.
Notes to the unaudited condensed consolidated financial
statements
5 Dividends
|
|
2026
|
2025
|
|
|
€m
|
€m
|
|
Declared during the financial year
|
|
|
|
Final dividend for the year ended 31 March 2025: 2.25 eurocents per
share
|
558
|
1,212
|
|
(2024: 4.50 eurocents per share)
|
|
|
|
Interim dividend for the year ended 31 March 2026: 2.25 eurocents
per share
|
536
|
583
|
|
(2025: 2.25 eurocents per share)
|
|
|
|
|
1,094
|
1,795
|
|
|
|
|
|
Proposed after the end of the year and not recognised as a
liability:
|
|
|
|
Final dividend for the year ended 31 March 2026: 2.3625 eurocents
per share
|
544
|
558
|
|
(2025: 2.25 eurocents per share)
|
|
|
6 Contingent
liabilities and legal proceedings
Vodafone Idea
As part
of the agreement to merge Vodafone India and Idea Cellular in 2017,
the parties agreed a mechanism for payments (the ‘CLAM
indemnity’) between the Group and Vodafone Idea Limited
(‘VIL’) under which the Group would reimburse VIL in
the event of the crystallisation and payment of certain identified
contingent liabilities. The Group’s maximum potential
exposure under this mechanism was capped at INR 64 billion
(€585 million).
On 31
December 2025 the Group reached an agreement with VIL to settle the
Group’s obligations under the CLAM via the following
transactions:
-
The Group will make
cash payments totalling €219 million to VIL; there will be no
net cash outflow for the Group as these will be funded by
VIL’s payment of €219 million of outstanding service
charges; and
-
The Group has set
aside 3,280 million of Vodafone Group's shares in VIL for
VIL’s benefit. VIL will have the right to instruct Vodafone
to sell these shares, in one or more tranches over up to five
years, with any cash proceeds being transferred to
VIL.
The
Group has recognised a liability of €256 million for the
value of the shares that have been assigned to VIL.
Notes to the unaudited condensed consolidated financial
statements
6 Contingent
liabilities and legal proceedings (continued)
Legal proceedings
The
Group is currently involved in a number of legal proceedings,
including inquiries from, or discussions with, government
authorities that are incidental to its operations.
Legal
proceedings where the Group considers that the likelihood of
material future outflows of cash or other resources is more than
remote are disclosed below. Where the Group assesses that it is
probable that the outcome of legal proceedings will result in a
financial outflow, and a reliable estimate can be made of the
amount of that obligation, a provision is recognised for these
amounts.
In all
cases, determining the probability of successfully defending a
claim against the Group involves the application of judgement as
the outcome is inherently uncertain. The determination of the value
of any future outflows of cash or other resources, and the timing
of such outflows, involves the use of estimates. The costs incurred
in complex legal proceedings, regardless of outcome, can be
significant.
The
Group is not involved in any material proceedings in which any of
the Group’s Directors, members of senior management or
affiliates are either a party adverse to the Group or have a
material interest adverse to the Group.
Tax cases
Netherlands tax case
Vodafone
Europe BV (‘VEBV’) received assessments totalling
€267 million in tax and interest from the Dutch tax
authorities, who challenged the application of the arm’s
length principle in relation to various intra-group financing
transactions. VEBV appealed against these assessments to the
District Court of the Hague where a hearing was held in March 2023.
The District Court issued its judgement in July 2023, upholding
VEBV’s appeal in relation to the majority of issues and
requiring the Dutch tax authorities to significantly reduce its
assessments. VEBV and the Dutch tax authorities subsequently
appealed the District Court’s judgement before the Court of
Appeal of The Hague. A final decision from the Court of Appeal is
expected in late 2026.
The
Group continues to believe it has robust defences but has recorded
a provision of €27 million for tax and accrued interest
reflecting the July 2023 judgement and the Group’s current
view of the probable financial outflow required to fully resolve
the issue.
VISPL tax claims
Vodafone
India Services Private Limited (‘VISPL’) has now closed
all outstanding tax disputes with the Indian tax authorities
relating to Vodafone’s acquisition of Hutchison Essar (later
renamed Vodafone India Limited), including the five assessment
years between 2008-09 and 2014-15. The tax amnesty was formally
concluded in July 2025. The amnesty gave rise to an income
statement tax charge of €185 million in the financial year
ended 31 March 2025. No income statement tax charge arose in the
financial year ended 31 March 2026.
Other cases in the Group
Germany: price increase class action
In
November 2023, the Verbraucherzentrale Bundesverband (Federation of
German Consumer Organisations) initiated a class action against
Vodafone Germany in the Hamm Higher Regional Court. Vodafone
Germany implemented price increases of €5 per month for fixed
lines services in 2023 in response to higher costs. The claim
alleges that terms regarding price increases in the consumer
contracts entered into by Vodafone Germany’s customers up
until August 2023 are invalid under German civil law and seeks
reimbursement of the additional charges plus interest. Customers
must enter their details onto the register of collective actions on
the Federal Office of Justice website in order to participate in
the claim. The register opened in April 2024 and as at 31 March
2026, approximately 115,100 customers had registered. Vodafone
Germany filed its defence in August 2024. Proceedings in the class
action have been suspended pending the outcome of a referral to the
Court of Justice of the European Union in a related
case.
Whilst
the Group intends to defend the claim, it is not able to determine
the likelihood or estimate the amount of any possible financial
loss at this stage of the proceedings.
Notes to the unaudited condensed consolidated financial
statements
6 Contingent
liabilities and legal proceedings (continued)
Germany: claims regarding transfer of data to credit
agencies
Individual
consumers are bringing claims against Vodafone Germany and/or the
other national network operators for GDPR infringement relating to
the transfer of data to credit agencies without consent. Vodafone
Germany’s position is that the transfer of information about
the existence of a consumer contract is justified for fraud
prevention purposes.
The
Group will continue to defend these claims. However, the Group now
considers the risk of a material financial impact to be
remote.
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. In November 2025 Vodafone filed an application before
the Higher Regional Court of Dusseldorf challenging procedural
irregularities in the BkA’s investigative process and seeking
an injunction to prevent the BkA from issuing an infringement
decision pending the outcome of the Court’s decision. The BkA
filed its response to the application and the Court’s
decision is pending.
While
the outcome is uncertain, the Group believes it has strong defences
and that it is probable no present obligation exists.
Italy: Iliad v Vodafone Italy
In July
2019, Iliad filed a claim for €500 million against Vodafone
Italy in the Civil Court of Milan which, following the divestment
of Vodafone Italy was subject to an indemnity provided by the Group
to Swisscom. The claim alleged anti-competitive behaviour in
relation to customer portability and certain advertising campaigns
by Vodafone Italy. The main hearing on the merits of the claim took
place on 8 June 2021. On 17 April 2023, the Civil Court issued a
judgement in Vodafone Italy's favour and rejected Iliad's claim for
damages in full. Iliad filed an appeal before the Court of Appeal
of Milan in June 2023 which was rejected in a decision dated 30
December 2025. Iliad has not filed a further appeal before the
Supreme Court and so the case is closed.
Greece: Papistas Holdings SA, Mobile Trade Stores (formerly
Papistas SA) and Athanasios and Loukia Papistas v Vodafone
Greece
In
October 2019, Mr. and Mrs. Papistas, and companies owned or
controlled by them, filed several claims against Vodafone Greece
with a total value of approximately €330 million for
purported damage caused by the alleged abuse of dominance and
wrongful termination of a franchise arrangement with a Papistas
company. Lawsuits which the Papistas claimants had previously
brought against Vodafone Greece, including one also citing Vodafone
Group Plc and certain Directors and officers of Vodafone as
defendants, were either withdrawn or left dormant. Vodafone Greece
filed a counter claim and all claims were heard in February 2020.
All of the Papistas claims were rejected by the Athens Court of
First Instance because the stamp duty payments required to have the
merits of the case considered had not been made. Vodafone
Greece’s counter claim was also rejected. The Papistas
claimants and Vodafone Greece each filed appeals. Following
hearings in February and May 2023, the Court of Appeal dismissed
both of the appeals, in the case of the Papistas claimants because
the stamp duty payments had again not been made. The Papistas
claimants filed a further appeal before the Supreme Court in August
2025. There was a further hearing in February 2025 about one aspect
of the appeal proceedings (a claim for damages of €2.1
million) which the Court of Appeal referred back to the Athens
Court of First Instance in August 2025.
Vodafone
is continuing vigorously to defend the claims and based on the
progress of the litigation so far the Group believes that it is
highly unlikely that there will be an adverse ruling for the Group.
On this basis, the Group does not expect the outcome of these
claims to have a material financial impact.
Notes to the unaudited condensed consolidated financial
statements
6 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’).
On 4
November 2025, an immaterial settlement between Vodacom South
Africa and Mr Makate was agreed. The related court proceedings have
been withdrawn.
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’). The claim was certified by the CAT in November
2025. Following a successful strike out application based on
limitation, the total value of the claims against Vodafone and
Three have been reduced to £557 million (€638 million)
and £197 million (€225 million), respectively. Defences
were filed on 27 February 2026 and Replies on 1 May 2026. A hearing
will take place on 1-2 July 2026 to set the timetable to
trial.
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.
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. Following a trial on liability,
the High Court issued a judgement in Vodafone’s favour in
November 2023 rejecting Phones 4U’s allegations that the
defendants were in breach of competition law. In July 2025 the
Court of Appeal also rejected all of Phones 4U’s grounds of
appeal. Phones 4U has not appealed to the Supreme Court and so the
case is closed.
7 Subsequent
events
Full
ownership of VodafoneThree in the UK
On 5
May 2026, the Group announced that it had reached an agreement for
the buyout of CK Hutchison Group Telecom Holding Limited’s
(‘CKHGT’) 49% interest in VodafoneThree Holdings
Limited (‘VodafoneThree’) for £4.3 billion
(€4.9 billion) cash, implemented through a cancellation of
CKHGT’s shares. Following the completion of the transaction,
the Group will be the sole owner of VodafoneThree.
|
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
|
Definition
|
Closest equivalent GAAP measure
|
Reconciliation
|
|
Performance metrics
|
|
|
|
|
Organic
revenue growth
|
Page
38
|
Revenue
|
Pages
39, 40 and 41
|
|
Organic
service revenue growth
|
Page
38
|
Service
revenue
|
Pages
39, 40 and 41
|
|
Organic
mobile service revenue growth
|
Page
38
|
Service
revenue
|
Pages
39, 40 and 41
|
|
Organic
fixed service revenue growth
|
Page
38
|
Service
revenue
|
Pages
39, 40 and 41
|
|
Organic
Vodafone Business service revenue growth
|
Page
38
|
Service
revenue
|
Pages
39, 40 and 41
|
|
South
Africa: Financial services organic revenue growth
|
Page
38
|
Service
revenue
|
Pages
39, 40 and 41
|
|
Vodacom
International: M-Pesa organic revenue growth
|
Page
38
|
Service
revenue
|
Pages
39, 40 and 41
|
|
Egypt:
Financial services (Vodafone Cash) organic revenue
growth
|
Page
38
|
Service
revenue
|
Pages
39, 40 and 41
|
|
Group
Adjusted EBITDAaL
|
Page
38
|
Operating
profit
|
Page
5
|
|
Organic
Adjusted EBITDAaL growth
|
Page
38
|
Operating
profit
|
Pages
39, 40 and 41
|
|
Organic
Adjusted EBITDAaL margin growth
|
Page
38
|
Operating
profit
|
Page
39
|
|
Other metrics
|
|
|
|
|
Adjusted
profit attributable to owners of the parent
|
Page
42
|
Profit
attributable to owners of the parent
|
Page
42
|
|
Adjusted
basic earnings per share
|
Page
42
|
Basic
earnings per share
|
Page
43
|
|
Cash flow, funding and capital allocation metrics
|
|
|
|
|
Free
cash flow
|
Page
43
|
Inflow
from operating activities
|
Page
44
|
|
Adjusted
free cash flow
|
Page
43
|
Inflow
from operating activities
|
Pages
17 and 44
|
|
Gross
debt
|
Page
43
|
Borrowings
|
Page
44
|
|
Net
debt
|
Page
43
|
Borrowings
less cash and cash equivalents
|
Page
44
|
|
Pre-tax
ROCE (controlled)
|
Page
45
|
ROCE
calculated using GAAP measures
|
Pages
45 and 46
|
|
Post-tax
ROCE (controlled and associates/joint ventures)
|
Page
45
|
ROCE
calculated using GAAP measures
|
Pages
45 and 46
|
|
Financing and Taxation metrics
|
|
|
|
|
Adjusted
net financing costs
|
Page
47
|
Net
financing costs
|
Page
15
|
|
Adjusted
profit before taxation
|
Page
47
|
Profit
before taxation
|
Page
48
|
|
Adjusted
income tax expense
|
Page
47
|
Income
tax expense
|
Page
48
|
|
Adjusted
effective tax rate
|
Page
47
|
Income
tax expense
|
Page
48
|
|
Adjusted
share of results of equity accounted associates and joint
ventures
|
Page
47
|
Share
of results of equity accounted associates and joint
ventures
|
Page
48
|
|
Adjusted
share of results of equity accounted associates and joint ventures
used in post-tax ROCE
|
Page
47
|
Share
of results of equity accounted associates and joint
ventures
|
Page
48
|
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.
Whilst organic
growth is not intended to be a substitute for reported growth, nor
is it superior to reported growth, we believe that the measure
provides useful and necessary information to investors and other
interested parties for the following reasons:
-
It provides
additional information on underlying growth of the business without
the effect of certain factors unrelated to its operating
performance;
-
It is used for
internal performance analysis; and
-
It facilitates
comparability of underlying growth with other companies (although
the term ‘organic’ is not a defined term under GAAP and
may not, therefore, be comparable with similarly-titled measures
reported by other companies).
We have
not provided a comparative in respect of organic growth rates as
the current rates describe the change between the beginning and end
of the current period, with such changes being explained by the
commentary in this document. If comparatives were provided,
significant sections of the commentary for prior periods would also
need to be included, reducing the usefulness and transparency of
this document.
Service revenue growth in Türkiye excluding the impact of the
hyperinflationary 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
|
Year ended 31 March 2026
|
|
|
|
|
|
|
|
|
|
|
|
Reported growth
|
M&A and Other
|
Foreign exchange
|
Organic growth
|
|
|
|
|
FY26
|
FY25
|
||||
|
|
|
€m
|
€m
|
%
|
pps
|
pps
|
%
|
|
Service revenue
|
|
|
|
|
|
|
|
|
Germany
|
10,874
|
10,876
|
–
|
(0.2)
|
–
|
(0.2)
|
|
|
|
Mobile service revenue
|
5,148
|
4,998
|
3.0
|
–
|
–
|
3.0
|
|
|
Fixed service revenue
|
5,726
|
5,878
|
(2.6)
|
(0.3)
|
–
|
(2.9)
|
|
UK
|
7,597
|
5,887
|
29.0
|
(32.4)
|
3.7
|
0.3
|
|
|
|
Mobile service revenue
|
5,966
|
4,261
|
40.0
|
(44.4)
|
4.0
|
(0.4)
|
|
|
Fixed service revenue
|
1,631
|
1,626
|
0.3
|
–
|
2.8
|
3.1
|
|
Other Europe
|
4,888
|
4,805
|
1.7
|
(0.7)
|
(0.5)
|
0.5
|
|
|
Türkiye1
|
2,826
|
2,484
|
13.8
|
3.0
|
28.4
|
45.2
|
|
|
Africa
|
6,653
|
6,172
|
7.8
|
–
|
5.1
|
12.9
|
|
|
Common Functions2
|
763
|
663
|
|
|
|
|
|
|
Eliminations
|
(121)
|
(129)
|
|
|
|
|
|
|
Total service revenue
|
33,480
|
30,758
|
8.8
|
(6.7)
|
3.3
|
5.4
|
|
|
Other revenue
|
6,981
|
6,690
|
|
|
|
|
|
|
Revenue
|
40,461
|
37,448
|
8.0
|
(7.7)
|
3.4
|
3.7
|
|
|
|
|
|
|
|
|
|
|
|
Other growth metrics
|
|
|
|
|
|
|
|
|
Vodafone Business - Service revenue
|
8,179
|
8,003
|
2.2
|
(1.2)
|
2.2
|
3.2
|
|
|
Germany - Vodafone Business service revenue
|
2,369
|
2,366
|
0.1
|
(0.8)
|
–
|
(0.7)
|
|
|
UK - Vodafone Business service revenue
|
2,129
|
2,179
|
(2.3)
|
(4.9)
|
2.7
|
(4.5)
|
|
|
Other Europe - Vodafone Business service revenue
|
1,571
|
1,561
|
0.6
|
2.8
|
(0.4)
|
3.0
|
|
|
Türkiye - Vodafone Business service revenue
|
456
|
375
|
21.6
|
2.1
|
30.3
|
54.0
|
|
|
Africa - Vodacom Business service revenue
|
1,204
|
1,126
|
6.9
|
–
|
4.4
|
11.3
|
|
|
South Africa - Financial services revenue
|
185
|
176
|
5.1
|
–
|
3.0
|
8.1
|
|
|
Vodacom International M-Pesa revenue
|
494
|
428
|
15.4
|
–
|
7.7
|
23.1
|
|
|
Egypt - Financial services revenue (Vodafone Cash)
|
157
|
114
|
37.7
|
–
|
10.5
|
48.2
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDAaL
|
|
|
|
|
|
|
|
|
Germany
|
4,243
|
4,384
|
(3.2)
|
(0.1)
|
–
|
(3.3)
|
|
|
UK
|
1,881
|
1,558
|
20.7
|
(19.7)
|
3.5
|
4.5
|
|
|
Other Europe
|
1,574
|
1,510
|
4.2
|
0.2
|
(0.7)
|
3.7
|
|
|
Türkiye
|
983
|
842
|
16.7
|
1.7
|
29.2
|
47.6
|
|
|
Africa
|
2,834
|
2,593
|
9.3
|
–
|
4.7
|
14.0
|
|
|
Common Functions2
|
(164)
|
45
|
|
|
|
|
|
|
Eliminations
|
–
|
–
|
|
|
|
|
|
|
Group
|
11,351
|
10,932
|
3.8
|
(2.4)
|
3.1
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
Percentage point change in Adjusted EBITDAaL margin
|
|
|
|
|
|
|
|
|
Germany
|
35.0%
|
36.0%
|
(1.0)
|
0.1
|
–
|
(0.9)
|
|
|
UK
|
20.5%
|
22.0%
|
(1.5)
|
2.9
|
–
|
1.4
|
|
|
Other Europe
|
27.5%
|
26.5%
|
1.0
|
0.6
|
(0.1)
|
1.5
|
|
|
Türkiye
|
28.7%
|
27.3%
|
1.4
|
0.1
|
(0.1)
|
1.4
|
|
|
Africa
|
33.9%
|
33.3%
|
0.6
|
–
|
(0.1)
|
0.5
|
|
|
Group
|
28.1%
|
29.2%
|
(1.1)
|
1.3
|
–
|
0.2
|
|
Notes:
1.
Reported service revenue growth in
Türkiye of 13.8% includes 3.0pps in relation to the
application of IAS 29 ‘Financial Reporting in
Hyperinflationary Economies’. Growth in Türkiye
excluding the impact of this hyperinflationary adjustment was
10.8%.
2.
Comprises corporate functions and
shared operations.
Non-GAAP measures
|
Quarter ended 31 March 2026
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported growth
|
M&A and Other
|
Foreign exchange
|
Organic growth
|
|
|
|
Q4 FY26
|
Q4 FY25
|
||||
|
|
|
€m
|
€m
|
%
|
pps
|
pps
|
%
|
|
Service revenue
|
|
|
|
|
|
|
|
|
Germany
|
2,723
|
2,670
|
2.0
|
(0.7)
|
–
|
1.3
|
|
|
|
Mobile service revenue
|
1,274
|
1,242
|
2.7
|
–
|
–
|
2.7
|
|
|
Fixed service revenue
|
1,449
|
1,428
|
1.5
|
(1.4)
|
–
|
0.1
|
|
UK
|
1,958
|
1,489
|
31.5
|
(36.9)
|
5.2
|
(0.2)
|
|
|
|
Mobile service revenue
|
1,539
|
1,057
|
45.6
|
(51.9)
|
5.8
|
(0.5)
|
|
|
Fixed service revenue
|
419
|
432
|
(3.0)
|
–
|
3.8
|
0.8
|
|
Other Europe
|
1,230
|
1,194
|
3.0
|
(1.2)
|
(0.6)
|
1.2
|
|
|
Türkiye1
|
828
|
605
|
36.9
|
1.0
|
(4.2)
|
33.7
|
|
|
Africa
|
1,732
|
1,614
|
7.3
|
–
|
3.6
|
10.9
|
|
|
Common Functions2
|
192
|
176
|
|
|
|
|
|
|
Eliminations
|
(16)
|
(28)
|
|
|
|
|
|
|
Total service revenue
|
8,647
|
7,720
|
12.0
|
(8.1)
|
1.2
|
5.1
|
|
|
Other revenue
|
1,753
|
1,641
|
|
|
|
|
|
|
Revenue
|
10,400
|
9,361
|
11.1
|
(9.1)
|
1.0
|
3.0
|
|
|
|
|
|
|
|
|
|
|
|
Other growth metrics
|
|
|
|
|
|
|
|
|
Vodafone Business - Service revenue
|
2,134
|
2,062
|
3.5
|
(1.5)
|
1.2
|
3.2
|
|
|
Germany - Vodafone Business service revenue
|
616
|
588
|
4.8
|
(3.3)
|
–
|
1.5
|
|
|
UK - Vodafone Business service revenue
|
535
|
565
|
(5.3)
|
(6.0)
|
3.5
|
(7.8)
|
|
|
Other Europe - Vodafone Business service revenue
|
401
|
405
|
(1.0)
|
8.1
|
(0.3)
|
6.8
|
|
|
Türkiye
- Vodafone Business service revenue
|
137
|
98
|
39.8
|
(3.2)
|
(2.1)
|
34.5
|
|
|
Africa - Vodacom Business service revenue
|
323
|
296
|
9.1
|
–
|
1.9
|
11.0
|
|
|
South Africa - Financial services revenue
|
49
|
44
|
11.4
|
–
|
(0.1)
|
11.3
|
|
|
Vodacom International - M-Pesa revenue
|
128
|
115
|
11.3
|
–
|
12.6
|
23.9
|
|
|
Egypt - Financial services revenue (Vodafone Cash)
|
43
|
34
|
26.5
|
–
|
10.8
|
37.3
|
|
|
Adjusted EBITDAaL
|
2,807
|
2,693
|
4.2
|
(2.5)
|
0.6
|
2.3
|
|
Notes:
1.
Reported service revenue growth in
Türkiye of 36.9% includes 37.1pps in relation to the
application of IAS 29 ‘Financial Reporting in
Hyperinflationary Economies’. Growth in Türkiye
excluding the impact of this hyperinflationary adjustment was
-0.2%.
2..
Comprises corporate functions and
shared operations.
Non-GAAP measures
|
Quarter ended 31 December 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported growth
|
M&A and Other
|
Foreign exchange
|
Organic growth
|
|
|
|
Q3 FY26
|
Q3 FY25
|
||||
|
|
|
€m
|
€m
|
%
|
pps
|
pps
|
%
|
|
Service revenue
|
|
|
|
|
|
|
|
|
Germany
|
2,726
|
2,706
|
0.7
|
–
|
–
|
0.7
|
|
|
|
Mobile service revenue
|
1,295
|
1,259
|
2.8
|
–
|
–
|
2.8
|
|
|
Fixed service revenue
|
1,431
|
1,447
|
(1.1)
|
–
|
–
|
(1.1)
|
|
UK
|
1,975
|
1,507
|
31.1
|
(38.4)
|
6.8
|
(0.5)
|
|
|
|
Mobile service revenue
|
1,565
|
1,096
|
42.8
|
(52.1)
|
7.5
|
(1.8)
|
|
|
Fixed service revenue
|
410
|
411
|
(0.2)
|
–
|
5.0
|
4.8
|
|
Other Europe
|
1,243
|
1,201
|
3.5
|
(1.6)
|
(0.7)
|
1.2
|
|
|
Türkiye1
|
671
|
776
|
(13.5)
|
4.8
|
47.2
|
38.5
|
|
|
Africa
|
1,738
|
1,607
|
8.2
|
–
|
5.3
|
13.5
|
|
|
Common Functions2
|
183
|
165
|
|
|
|
|
|
|
Eliminations
|
(30)
|
(33)
|
|
|
|
|
|
|
Total service revenue
|
8,506
|
7,929
|
7.3
|
(7.8)
|
5.9
|
5.4
|
|
|
Other revenue
|
1,946
|
1,882
|
|
|
|
|
|
|
Revenue
|
10,452
|
9,811
|
6.5
|
(9.5)
|
6.0
|
3.0
|
|
|
|
|
|
|
|
|
|
|
|
Other growth metrics
|
|
|
|
|
|
|
|
|
Vodafone Business - Service revenue
|
2,054
|
2,051
|
0.1
|
(1.1)
|
4.0
|
3.0
|
|
|
Germany - Vodafone Business service revenue
|
583
|
594
|
(1.8)
|
–
|
–
|
(1.8)
|
|
|
UK - Vodafone Business service revenue
|
536
|
560
|
(4.3)
|
(6.1)
|
5.0
|
(5.4)
|
|
|
Other Europe - Vodafone Business service revenue
|
407
|
395
|
3.0
|
2.6
|
(0.9)
|
4.7
|
|
|
Türkiye
- Vodafone Business service revenue
|
111
|
115
|
(3.5)
|
5.1
|
53.2
|
54.8
|
|
|
Africa - Vodacom Business service revenue
|
309
|
289
|
6.9
|
–
|
5.4
|
12.3
|
|
|
South Africa - Financial services revenue
|
48
|
46
|
4.3
|
–
|
4.1
|
8.4
|
|
|
Vodacom International M-Pesa revenue
|
133
|
113
|
17.7
|
–
|
6.9
|
24.6
|
|
|
Egypt - Financial services revenue (Vodafone Cash)
|
47
|
30
|
56.7
|
–
|
3.3
|
60.0
|
|
|
Adjusted EBITDAaL
|
2,816
|
2,828
|
(0.4)
|
(2.6)
|
5.3
|
2.3
|
|
Notes:
1.
Reported service revenue growth in
Türkiye of -13.5% includes -17.2pps in relation to the
application of IAS 29 ‘Financial Reporting in
Hyperinflationary Economies’. Growth in Türkiye
excluding the impact of this hyperinflationary adjustment was
3.7%.
2.
Comprises corporate functions and
shared operations.
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.
|
|
FY26
|
FY25
|
||||
|
|
Reported
|
Adjustments
|
Adjusted
|
Reported
|
Adjustments
|
Adjusted
|
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
|
Adjusted EBITDAaL
|
11,351
|
–
|
11,351
|
10,932
|
–
|
10,932
|
|
Restructuring costs
|
(370)
|
370
|
–
|
(164)
|
164
|
–
|
|
Interest on lease liabilities
|
615
|
–
|
615
|
488
|
–
|
488
|
|
Gain/(loss) on disposal of property, plant & equipment and
intangible assets
|
199
|
–
|
199
|
(25)
|
–
|
(25)
|
|
Depreciation and amortisation of owned assets1
|
(8,481)
|
685
|
(7,796)
|
(7,569)
|
605
|
(6,964)
|
|
Share of results of equity accounted associates and joint
ventures2
|
(382)
|
600
|
218
|
(123)
|
276
|
153
|
|
Impairment charge
|
–
|
–
|
–
|
(4,515)
|
4,515
|
–
|
|
Other (expense)/income
|
(88)
|
88
|
–
|
565
|
(565)
|
–
|
|
Operating profit/(loss)
|
2,844
|
1,743
|
4,587
|
(411)
|
4,995
|
4,584
|
|
Investment and other income
|
1,395
|
–
|
1,395
|
864
|
(247)
|
617
|
|
Financing costs3
|
(2,375)
|
161
|
(2,214)
|
(1,931)
|
(1)
|
(1,932)
|
|
Profit/(loss) before taxation
|
1,864
|
1,904
|
3,768
|
(1,478)
|
4,747
|
3,269
|
|
Income tax expense4
|
(1,805)
|
807
|
(998)
|
(2,246)
|
1,458
|
(788)
|
|
Profit/(loss) for the financial year - Continuing
operations
|
59
|
2,711
|
2,770
|
(3,724)
|
6,205
|
2,481
|
|
Loss for the financial year - Discontinued operations
|
(108)
|
108
|
–
|
(22)
|
22
|
–
|
|
(Loss)/profit for the financial year
|
(49)
|
2,819
|
2,770
|
(3,746)
|
6,227
|
2,481
|
|
|
|
|
|
|
|
|
|
(Loss)/profit attributable to:
|
|
|
|
|
|
|
|
- Owners of the parent (Continuing)
|
(289)
|
2,865
|
2,576
|
(4,147)
|
6,205
|
2,058
|
|
- Owners of the parent (Total Group)
|
(397)
|
2,973
|
2,576
|
(4,169)
|
6,227
|
2,058
|
|
- Non-controlling interests
|
348
|
(154)
|
194
|
423
|
–
|
423
|
|
(Loss)/profit for the financial year
|
(49)
|
2,819
|
2,770
|
(3,746)
|
6,227
|
2,481
|
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 49 for an analysis of depreciation and amortisation. The
adjustment of €685 million (FY25: €605 million) relates
to amortisation of customer bases and brand intangible
assets.
2.
See
page 48 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 15 for further
analysis.
4.
See
‘Adjusted tax metrics’ on page 48 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.
|
|
FY26
|
FY25
|
|
|
€m
|
€m
|
|
Loss attributable to owners of the parent
|
(397)
|
(4,169)
|
|
Adjusted profit attributable to owners of the parent
|
2,576
|
2,058
|
|
|
|
|
|
|
Million
|
Million
|
|
Weighted average number of shares outstanding - Basic
|
24,033
|
26,149
|
|
|
|
|
|
|
eurocents
|
eurocents
|
|
Basic loss per share
|
(1.65)c
|
(15.94)c
|
|
Adjusted basic earnings per share
|
10.72c
|
7.87c
|
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 the 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 the 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.
|
|
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.
|
|
FY26
|
FY25
|
|
|
€m
|
€m
|
|
Inflow from operating activities
|
14,291
|
15,373
|
|
Net tax paid
|
988
|
901
|
|
Cashflows from discontinued operations
|
–
|
(1,657)
|
|
Cash generated by operations
|
15,279
|
14,617
|
|
Capital additions
|
(7,291)
|
(6,862)
|
|
Working capital movement in respect of capital
additions
|
241
|
404
|
|
Disposal of property, plant and equipment and intangible
assets
|
48
|
9
|
|
Integration capital additions
|
(209)
|
(31)
|
|
Working capital movement in respect of integration capital
additions
|
118
|
8
|
|
Licences and spectrum
|
(404)
|
(421)
|
|
Interest received and paid1
|
(1,696)
|
(1,598)
|
|
Taxation
|
(914)
|
(728)
|
|
Dividends received from associates and joint ventures
|
557
|
530
|
|
Dividends paid to non-controlling shareholders in
subsidiaries
|
(245)
|
(249)
|
|
Payments in respect of lease liabilities
|
(3,542)
|
(3,288)
|
|
Payment for the future use of the Vodafone brand in Italy and
Spain
|
–
|
(491)
|
|
Other
|
(147)
|
(50)
|
|
Free cash flow
|
1,795
|
1,850
|
Note:
1.
Includes interest on lease
liabilities of €577 million (FY25: €451 million),
excluding discontinued operations.
The
table below presents the reconciliation between Borrowings, Gross
debt and Net debt.
|
|
|
Year-end FY26
|
Year-end FY25
|
|
|
|
€m
|
€m
|
|
Borrowings
|
(52,636)
|
(53,143)
|
|
|
Lease liabilities
|
12,388
|
10,826
|
|
|
Collateral liabilities
|
1,644
|
2,357
|
|
|
Gross debt
|
(38,604)
|
(39,960)
|
|
|
Collateral liabilities
|
(1,644)
|
(2,357)
|
|
|
Cash and cash equivalents
|
8,982
|
11,001
|
|
|
Non-current investments in sovereign securities
|
915
|
913
|
|
|
Short-term investments
|
3,431
|
5,280
|
|
|
Collateral assets
|
1,169
|
1,010
|
|
|
Derivative and other financial instruments
|
1,163
|
2,291
|
|
|
Less mark-to-market gains deferred in hedge reserves
|
(823)
|
(575)
|
|
|
Net debt
|
(25,411)
|
(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.
|
|
FY26
|
FY25
|
|
|
€m
|
€m
|
|
Operating profit/(loss)1
|
2,844
|
(411)
|
|
|
|
|
|
Borrowings
|
52,636
|
53,143
|
|
Cash and cash equivalents
|
(8,982)
|
(11,001)
|
|
Derivative and other financial instruments included in trade and
other receivables
|
(2,975)
|
(4,197)
|
|
Derivative and other financial instruments included in trade and
other payables
|
1,812
|
1,906
|
|
Non-current investments in sovereign securities
|
(915)
|
(913)
|
|
Short-term investments
|
(3,431)
|
(5,280)
|
|
Collateral assets
|
(1,169)
|
(1,010)
|
|
Financial liabilities under put option arrangements
|
107
|
97
|
|
Equity
|
54,365
|
53,916
|
|
Capital employed at end of the year
|
91,448
|
86,661
|
|
|
|
|
|
Average capital employed for the year
|
89,055
|
95,898
|
|
|
|
|
|
ROCE using GAAP measures
|
3.2%
|
(0.4)%
|
Note:
1.
Operating profit/(loss) includes
Other (expense)/income which includes merger and acquisition
activity that is non-recurring in nature.
Non-GAAP measures
ROCE using non-GAAP measures
The
table below presents the calculation of ROCE using non-GAAP
measures and reconciliations to the closest equivalent GAAP
measure.
|
|
FY26
|
FY25
|
|
|
€m
|
€m
|
|
Operating profit/(loss)
|
2,844
|
(411)
|
|
Interest on lease liabilities
|
(615)
|
(488)
|
|
Restructuring costs
|
370
|
164
|
|
Other expense/(income)
|
88
|
(565)
|
|
Share of results of equity accounted associates and joint
ventures
|
382
|
123
|
|
Impairment charge
|
–
|
4,515
|
|
Other adjustments1
|
412
|
399
|
|
Adjusted operating profit for calculating pre-tax ROCE
(controlled)
|
3,481
|
3,737
|
|
Adjusted share of results of equity accounted associates and joint
ventures used in post-tax ROCE2
|
110
|
(159)
|
|
Notional tax at Adjusted effective tax rate3
|
(1,009)
|
(905)
|
|
Adjusted operating profit for calculating post-tax ROCE (controlled
and associates/joint ventures)
|
2,582
|
2,673
|
|
|
|
|
|
Capital employed for calculating ROCE on a GAAP basis
|
91,448
|
86,661
|
|
Adjustments to exclude:
|
|
|
|
- Leases
|
(12,388)
|
(10,826)
|
|
- Deferred tax assets
|
(18,068)
|
(19,033)
|
|
- Deferred tax liabilities
|
1,043
|
798
|
|
- Taxation recoverable
|
(186)
|
(174)
|
|
- Taxation liabilities
|
555
|
578
|
|
- Other investments
|
(2,437)
|
(2,660)
|
|
- Associates and joint ventures
|
(6,564)
|
(6,796)
|
|
- Pension assets and liabilities
|
(82)
|
(55)
|
|
- Other adjustments1
|
(1,196)
|
(1,193)
|
|
Adjusted capital employed for calculating pre-tax ROCE
(controlled)
|
52,125
|
47,300
|
|
Associates and joint ventures
|
6,564
|
6,796
|
|
Adjusted capital employed for calculating post-tax ROCE (controlled
and associates/joint ventures)
|
58,689
|
54,096
|
|
|
|
|
|
Average capital employed for calculating pre-tax ROCE
(controlled)
|
52,563
|
53,146
|
|
Average capital employed for calculating post-tax ROCE (controlled
and associates/joint ventures)
|
59,322
|
61,030
|
|
|
|
|
|
Pre-tax ROCE (controlled)
|
6.6%
|
7.0%
|
|
Post-tax ROCE (controlled and associates/joint
ventures)
|
4.4%
|
4.4%
|
Notes:
1.
Comprises adjustments to exclude
hyperinflationary accounting in Türkiye.
2.
Adjusted share of results of equity
accounted associates and joint ventures used in post-tax ROCE is a
non-GAAP measure and excludes restructuring costs and other
income.
3.
Includes tax at the Adjusted
effective tax rate of 28.1% (FY25: 25.3%).
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 the Adjusted effective tax
rate.
|
Share
of results of equity accounted associates and joint ventures
excluding restructuring costs, amortisation of acquired customer
bases 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.
|
|
FY26
|
FY25
|
|
|
|
€m
|
€m
|
|
|
Profit/(loss) before taxation
|
1,864
|
(1,478)
|
|
|
Adjustments to derive Adjusted profit before tax
|
1,904
|
4,747
|
|
|
Adjusted profit before taxation
|
3,768
|
3,269
|
|
|
Adjusted share of results of equity accounted associates and joint
ventures
|
(218)
|
(153)
|
|
|
Adjusted profit before tax for calculating Adjusted effective tax
rate
|
3,550
|
3,116
|
|
|
|
|
|
|
|
Income tax expense
|
(1,805)
|
(2,246)
|
|
|
Tax on adjustments to derive Adjusted profit before
tax
|
(291)
|
8
|
|
|
Adjustments:
|
|
|
|
|
- Deferred tax on rate change in Germany
|
305
|
–
|
|
|
- Deferred tax on use of Luxembourg losses in the
year
|
307
|
423
|
|
|
- Derecognition of certain UK deferred tax
assets
|
358
|
–
|
|
|
- UK corporate interest restriction
|
23
|
16
|
|
|
- Tax relating to inflation-related adjustments in
Türkiye
|
105
|
146
|
|
|
- Deferred tax on rate change in Luxembourg
|
–
|
718
|
|
|
- Settlement of the VISPL tax cases
|
–
|
185
|
|
|
- Other
|
–
|
(38)
|
|
|
Adjusted income tax expense for calculating Adjusted tax
rate
|
(998)
|
(788)
|
|
|
Adjusted effective tax rate
|
28.1%
|
25.3%
|
|
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.
|
|
FY26
|
FY25
|
|
|
€m
|
€m
|
|
Share of results of equity accounted associates and joint
ventures
|
(382)
|
(123)
|
|
Restructuring costs, net of tax
|
21
|
21
|
|
Other (expense)/income, net of tax1
|
471
|
(57)
|
|
Adjusted share of results of equity accounted associates and joint
ventures used in Post-tax ROCE
|
110
|
(159)
|
|
Amortisation of acquired customer base and brand intangible assets,
net of tax
|
108
|
312
|
|
Adjusted share of results of equity accounted associates and joint
ventures
|
218
|
153
|
Note:
1.
Includes €464 million in
respect of the investment Oak Holdings 1 GmbH holds in
Infrastrutture Wireless Italiane S.p.A.
(‘Inwit’).
|
Additional information
|
|
|
Analysis of depreciation and amortisation
The
table below presents an analysis of the different components of
depreciation and amortisation discussed in this document,
reconciled to the GAAP amounts in the consolidated income
statement.
|
|
|
FY26
|
FY25
|
|
|
€m
|
€m
|
|
|
Depreciation on leased assets - included in Adjusted
EBITDAaL
|
3,674
|
3,205
|
|
|
Depreciation on leased assets - included in Restructuring
costs
|
299
|
30
|
|
|
Depreciation on leased assets
|
3,973
|
3,235
|
|
|
|
|
|
|
|
Depreciation on owned assets
|
4,391
|
3,874
|
|
|
Amortisation of owned intangible assets
|
4,090
|
3,695
|
|
|
Depreciation and amortisation on owned assets
|
8,481
|
7,569
|
|
|
|
|
|
|
|
Total depreciation and amortisation on owned and leased
assets
|
12,454
|
10,804
|
|
|
|
|
|
|
|
(Gain)/loss on disposal of owned fixed assets
|
(199)
|
25
|
|
|
Gain on disposal of leased assets
|
(4)
|
(12)
|
|
|
Depreciation and amortisation - as recognised in the consolidated
income statement
|
12,251
|
10,817
|
|
Analysis of tangible and intangible additions
The
table below presents an analysis of the different components of
tangible and intangible additions discussed in this
document.
|
|
|
FY26
|
FY25
|
|
|
|
€m
|
€m
|
|
|
|
Capital additions
|
7,291
|
6,862
|
|
|
|
Integration related capital additions
|
209
|
31
|
|
|
|
Licence and spectrum additions
|
1,083
|
236
|
|
|
|
Additions to customer bases
|
1
|
–
|
|
|
|
Additions
|
8,584
|
7,129
|
|
|
|
|
|
|
|
|
|
Intangible asset additions
|
3,234
|
2,655
|
|
|
|
Property, plant and equipment owned additions
|
5,350
|
4,474
|
|
|
|
Total additions
|
8,584
|
7,129
|
|
|
|
Definitions
|
||||
|
|
||||
Key
terms are defined below. See page 37 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 corporate functions and
shared operations.
|
|
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 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 year ended 31 March 2025 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 ended 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 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 2027; the integration of
Skaylink, Telekom Romania and VodafoneThree; the acquisition of an
increased shareholding in Safaricom; the announced agreement to
acquire full ownership of VodafoneThree; general expectations for
the Group’s future performance; expectations for the
Group’s dividend policy; 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 and under “Risk factors” and
“Forward-looking statements and other matters” in the
Vodafone Group Plc H1 results for the six months ended 30 September
2025. The Annual Report can be found on the Vodafone Group’s
website (vodafone.com/investors).
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 2026
-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)
|
|
|
|
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|
|
|
Date:
May 12, 2026
|
By: /s/ M D B
|
|
|
Name: Maaike de Bie
|
|
|
Title: Group General Counsel and Company Secretary
|