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 20, 2025
Commission
File Number: 001-10086
VODAFONE GROUP
PUBLIC LIMITED COMPANY
(Translation
of registrant’s name into English)
VODAFONE
HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN,
ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F ✓
Form 40-F _
This
Report on Form 6-K contains a Stock Exchange Announcement dated 20
May 2025 entitled ‘FY25 Preliminary
Results’.
Vodafone
Group Plc
FY25 Preliminary Results
20 May 2025
Results in line with expectations and growth outlook
"Since I set out my plans to transform Vodafone two years ago,
Vodafone has changed. We have reshaped Europe, we are seeing the
positive impact of our drive for customer satisfaction in all our
markets - most noticeably in the UK and Germany - and we have
delivered strong operational improvements across the business.
Clearly there is much more to do, but this period of transition has
repositioned Vodafone for multi-year growth.
Looking ahead, we expect to see broad-based momentum across Europe
and Africa, and for Germany to return to top-line growth during
this year. This is reflected in our guidance for profit and cash
flow growth for the year ahead."
Margherita Della Valle
Group Chief Executive
|
€13.3 billion cash proceeds
|
New €2.0 billion
|
Achieved
|
4.5 eurocents
|
|
Spain,
Italy & Vantage disposals
|
Buyback
programme
|
FY25
financial guidance
|
Dividends per
share
|
-
Total revenue: Increased
by 2.0% to €37.4 billion (FY24: €36.7 billion), with
strong service revenue growth partially offset by foreign exchange
movements.
-
Service revenue: On a
reported basis grew by 2.8% to €30.8 billion (FY24:
€29.9 billion) and on an organic basis increased 5.1%, with
an anticipated slowdown in Germany more than offset by growth
across the rest of Europe, Africa and Türkiye.
-
Germany: Declined by 5.0% in FY25,
primarily due to the impact of the MDU TV law change. Excluding
this impact, service revenue in Germany declined by 2.0% due to a
lower fixed line customer base and higher competitive intensity in
the mobile market.
-
UK: Organic
service revenue increased by 1.9%, with strong commercial momentum
in Consumer supported by our investment in customer
experience.
-
Other Europe & Türkiye: Organic
service revenue growth in Other Europe of 2.1% and strong service
revenue growth in Türkiye, increasing by 83.4% on an organic
basis and by 45.2% in euro terms1.
-
Africa: Organic growth remained strong
during the year at 11.3%, supported by growth in South Africa and a
very strong performance in Egypt.
-
Business: Organic service revenue grew
by 4.0% during the year, with an accelerating trend.
-
Adjusted
EBITDAaL: On an
organic basis increased by 2.5% to €10.9 billion (FY24:
€11.0 billion), with a decline in Germany offset by good
performance across the rest of Europe, Africa and
Türkiye.
-
Operating loss/profit:
We reported a loss of €0.4 billion (FY24: profit of
€3.7 billion), due to non-cash impairment charges for Germany
and Romania totalling €4.5 billion.
-
Shareholder returns: The
final €0.5 billion tranche from the initial €2.0
billion buyback programme completed on 19 May 2025, with a new
€2.0 billion buyback programme launched today with an initial
tranche of €0.5 billion. Total dividends per share are 4.5
eurocents in FY25 (FY24: 9.0 eurocents). The capital returned to
shareholders in FY25 totalled €3.7 billion.
-
FY25 guidance achieved:
Adjusted EBITDAaL of €11.0 billion and Adjusted free cash
flow of €2.5 billion on a guidance basis.
Strategic highlights
-
Over the past two
years, Vodafone has changed. We have reshaped our operating
footprint, reset our capital structure, whilst simplifying our
operations and improving customer experience.
-
In reshaping our
operating footprint, we have completed the sale of Vodafone Spain
and Vodafone Italy, and we expect the merger with Three UK to
complete in the first half of 2025. Within our new portfolio, our
growth markets represent 67% of Group Adjusted free cash flow, with
our turnaround market, Germany, generating 33%.
-
Within all markets,
we continue to make progress across our priorities of Customers,
Simplicity and Growth. We have improved customer satisfaction
across our markets, with both UK and Germany achieving their best
ever results and the UK now leading in the market.
-
Whilst we still
have much more to do to reach the full potential of our businesses,
we are now entering a phase of medium-term, sustainable Adjusted
free cash flow growth, as evidenced already in our guidance for
FY26.
Note:
1.
Excluding the
impact of hyperinflationary accounting adjustments.
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For more information, please contact:
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|||||
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Investor
Relations:
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Investors.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
|
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A webcast Q&A
session will be held at 10:00 GMT on 20 May 2025. The webcast and
supporting information can be accessed at Investors.vodafone.com
|
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Strategic Review ⫶ Vodafone has
changed
Vodafone has changed
Over the past two years, Vodafone has changed. We
have:
-
Reshaped our operating
footprint focused on growing
telco markets with strong positions and local scale. We have
completed the sale of Vodafone Spain and Vodafone Italy and the
merger with Three UK is completing in the first half of 2025. We
have also made progress in simplifying our non-controlled assets
held in our new Investments portfolio.
-
Reset our capital
structure maintaining a strong
balance sheet, disciplined capital investment, rebased dividend and
executing a €4.0 billion share buyback
programme.
-
Improved customer
satisfaction across our
markets, with both UK and Germany achieving their best ever results
and the UK now leading in the market.
-
Simplified our
operations with a leaner HQ,
commercial decisions delegated to our markets, competitive
commercial shared operations and 10,000 role reductions
actioned.
-
Grown digital services
which are now c.10% of our Group
service revenue, with B2B digital services up 26.1% over the last
two years and financial services customers reaching 88 million. We
have also continued to innovate in core connectivity and in January
2025, we successfully completed the world’s first video call
through a satellite to a normal mobile phone.
Financially, we have delivered our transformation and the MDU TV
transition in line with the Adjusted free cash flow outlook we
shared in May 20231,
with over €2.5 billion reported Adjusted free cash flow for
both FY24 and FY25.
Vodafone will grow
Whilst we still have much more to do to reach the full potential of
our businesses, we are now entering a phase of medium-term,
sustainable Adjusted free cash flow growth, as evidenced already in
our guidance for FY26.
Our growth portfolio in Europe & Africa
-
The majority of our portfolio (67% of Group
Adjusted free cash flow2)
now benefits from the unique combination of a solid growth track
record, strong structural market position and a significant
forward-looking growth potential with clear execution
plans.
-
Within
Europe, we have a material growth opportunity in the UK. We will
now have leading assets in mobile (customer base and spectrum), the
opportunity to accelerate fixed line and convergence as the fastest
growing challenger, and clear line of sight to £700 million
annual cost synergies from our merger integration.
-
Within
our Other Europe segment, we have scaled assets with strong brands
in mostly three-player markets. We have the opportunity to drive
further consolidation (such as in Romania), as well as establish a
leadership position in fast growing B2B segments, more than
offsetting competitive pressures. In Türkiye, we continue to
build on our successful execution with advanced digital and
e-commerce opportunities, as well as a flourishing sovereign data
centre market.
-
In
Africa, we have leadership positions across all of our markets, and
we have recently upgraded our medium-term growth guidance. We are
ideally positioned to drive broad-based growth opportunities across
core connectivity (through data consumption and coverage
expansion), financial services (through penetration and service
innovation), and B2B digital services.
-
Importantly,
in our emerging markets we have now established a track record of
growing revenue ahead of inflation and costs below inflation,
delivering medium-term euro denominated Adjusted free cash flow
growth.
Germany turnaround
-
In Germany (33% of Group Adjusted free cash
flow2),
we operate at scale in the largest European market with a strong
brand.
-
In
the past, our performance was impacted by the combination of
underinvestment in the quality of our services and, more recently,
the MDU TV law change.
-
Over
the last two years we have started transforming the business to
drive operational excellence and we will now see continued
improvement in our financial performance as we progress towards
earning our fair share of market growth.
-
Having
stabilised our customer base, the core of our transformation will
be building on the step-change of our NPS to achieve customer
experience excellence, supported by our ability to offer our
customers the largest gigabit footprint in the
country.
A more detailed summary of our transformation progress and focus
areas for FY26 and beyond is outlined in an accompanying
presentation and video Q&A available here: investors.vodafone.com/results.
Note:
1.
FY24
Adjusted free cash flow guidance excluding the financial results of
Vodafone Spain and Vodafone Italy, which have been reported as
discontinued operations.
2.
Group
FY25 Adjusted free cash flow on a pro forma basis including the
impact of the merger with 3UK in the UK; based on operating free
cash flow net of taxation, dividends received from associates and
joint ventures, and dividends paid to non-controlling shareholders
in subsidiaries.
|
Financial Review ⫶ Results in line with
expectations
|
|
|
Financial
results (unaudited)
-
Total revenue: Increased
by 2.0% to €37.4 billion (FY24: €36.7 billion) as
strong service revenue growth was partially offset by adverse
foreign exchange movements.
-
Service revenue:
Increased by 5.1% on an organic basis, and by 2.8% on a reported
basis to €30.8 billion (FY24: €29.9 billion). An
anticipated slowdown in Germany was more than offset by growth
across the rest of Europe, Africa and Türkiye. Vodafone
Business continued to grow, by 4.0% during the year, supported by
strong demand for digital services.
-
Adjusted
EBITDAaL: Increased by
2.5% on an organic basis, supported by service revenue growth.
Adjusted EBITDAaL in Germany declined 12.6%, including a 7.5
percentage point impact related to the MDU TV law change, offset by
good performance across the rest of Europe, Africa and
Türkiye.
-
Operating loss/profit:
Reversed to a loss of €0.4 billion (FY24: profit of
€3.7 billion), due to non-cash impairment charges for Germany
and Romania totalling €4.5 billion. See
note 2 ‘Impairment review’ in the unaudited condensed
consolidated financial statements for more
information.
-
Earnings per
share: Basic loss per
share from continuing operations was 15.86 eurocents in FY25,
compared to earnings per share of 4.45 eurocents in the prior year,
the decrease primarily due to impairment charges in Germany and
Romania. Adjusted basic earnings per share was 7.87 eurocents
compared to 7.47 eurocents in the prior year.
-
Discontinued operations:
The results of Vodafone Spain and Vodafone Italy are reported as
discontinued operations and are therefore excluded from continuing
operations and the Group’s segment reporting. The disposals
completed on 31 May 2024 and 31 December 2024, respectively. See
note 3 ‘Discontinued operations and disposals’ in the
unaudited condensed consolidated financial statements for more
information.
|
|
|
FY251
|
FY24
|
Reported
|
|
|
|
€m
|
€m
|
change %
|
|
Revenue
|
37,448
|
36,717
|
2.0
|
|
|
- Service revenue
|
30,758
|
29,912
|
2.8
|
|
|
- Other revenue
|
6,690
|
6,805
|
|
|
|
Adjusted EBITDAaL2,3
|
10,932
|
11,019
|
(0.8)
|
|
|
Restructuring costs
|
(164)
|
(703)
|
|
|
|
Interest on lease liabilities4
|
488
|
440
|
|
|
|
Loss on disposal of property, plant and equipment and intangible
assets
|
(25)
|
(34)
|
|
|
|
Depreciation and amortisation of owned assets
|
(7,569)
|
(7,397)
|
|
|
|
Share of results of equity accounted associates and joint
ventures
|
(123)
|
(96)
|
|
|
|
Impairment (charge)/reversal
|
(4,515)
|
64
|
|
|
|
Other income
|
565
|
372
|
|
|
|
Operating (loss)/profit
|
(411)
|
3,665
|
(111.2)
|
|
|
Investment income
|
864
|
581
|
|
|
|
Financing costs
|
(1,931)
|
(2,626)
|
|
|
|
(Loss)/profit before taxation
|
(1,478)
|
1,620
|
|
|
|
Income tax expense
|
(2,246)
|
(50)
|
|
|
|
(Loss)/profit for the financial year - Continuing
operations
|
(3,724)
|
1,570
|
|
|
|
Loss for the financial year - Discontinued operations
|
(22)
|
(65)
|
|
|
|
(Loss)/profit for the financial year
|
(3,746)
|
1,505
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
- Owners of the parent
|
(4,169)
|
1,140
|
|
|
|
- Non-controlling interests
|
423
|
365
|
|
|
|
(Loss)/profit for the financial year
|
(3,746)
|
1,505
|
|
|
|
|
|
|
|
|
|
Basic (loss)/earnings per share - Continuing
operations
|
(15.86)c
|
4.45c
|
|
|
|
Basic (loss)/earnings per share - Total Group
|
(15.94)c
|
4.21c
|
|
|
|
Adjusted basic earnings per share2
|
7.87c
|
7.47c
|
|
|
Further
information is available in a spreadsheet at investors.vodafone.com/results
Notes:
1.
The FY25 results
reflect average foreign exchange rates of €1:£0.84,
€1:INR 90.79, €1:ZAR 19.58, €1:TRY 36.71 and
€1:EGP 52.65.
2.
Adjusted EBITDAaL
and Adjusted basic earnings per share are non-GAAP measures. See
page 36 for more information.
3.
Includes
depreciation on leased assets of €3,205 million (FY24:
€3,003 million).
4.
Reversal of
interest on lease liabilities included within Adjusted EBITDAaL
under the Group’s definition of that metric, for
re-presentation in financing costs.
Cash flow, funding & dividend
-
Cash from operating
activities: Decreased 7.2% to €15.4 billion reflecting
lower inflows from discontinued operations.
-
Adjusted free cash
flow: An inflow of
€2.5 billion versus an inflow of €2.6 billion in the
prior year. The €52 million decline reflects slightly lower
Adjusted EBITDAaL and higher capital additions following higher
revenue growth in Africa and Türkiye, as well as a core
network software licence of €300 million, which is offset in
working capital.
-
Net debt: Decreased to
€22.4 billion (€33.2 billion as at 31 March 2024),
primarily driven by the proceeds from the sale of Vodafone Spain
for €4.1 billion and Vodafone Italy for €7.9 billion,
as well as the 10% stake in Oak Holdings for €1.3 billion,
offset by equity dividends of €1.8 billion and the share
buyback of €1.9 billion.
-
Current
liquidity: Cash and cash
equivalents and short-term investments totalled €16.3 billion
(€9.4 billion as at 31 March 2024). This includes €1.3
billion of net collateral which has been posted to Vodafone from
counterparties as a result of positive mark-to-market movements on
derivative instruments (€1.9 billion as at 31 March
2024).
-
Shareholder returns:
Total dividends per share are 4.5 eurocents (FY24: 9.0 eurocents)
including a final dividend per share of 2.25 eurocents. The
ex-dividend date for the final dividend is 5 June 2025 for ordinary
shareholders and 6 June 2025 for ADR holders, the record date is 6
June 2025 and the dividend is payable on 1 August 2025. The capital
returned to shareholders in FY25 totalled €3.7
billion.
|
|
|
FY25
|
FY24
|
Reported
|
|
Cash flow and funding
|
€m
|
€m
|
change %
|
|
|
Inflow from operating activities
|
15,373
|
16,557
|
(7.2)
|
|
|
Inflow/(outflow) from investing activities
|
4,759
|
(6,122)
|
177.7
|
|
|
Outflow from financing activities
|
(15,278)
|
(15,855)
|
3.6
|
|
|
Net cash inflow/(outflow)
|
4,854
|
(5,420)
|
189.6
|
|
|
Cash and cash equivalents at the beginning of the financial
year
|
6,114
|
11,628
|
(47.4)
|
|
|
Exchange loss on cash and cash equivalents
|
(75)
|
(94)
|
20.2
|
|
|
Cash and cash equivalents at the end of the financial
year
|
10,893
|
6,114
|
|
|
|
|
|
|
|
|
|
Closing borrowings less cash and cash equivalents (excl. Vodafone
Spain and Vodafone Italy)
|
(42,142)
|
(50,804)
|
17.0
|
|
|
Closing borrowings less cash and cash equivalents (incl. Vodafone
Spain and Vodafone Italy)
|
(42,142)
|
(54,168)
|
22.2
|
|
|
|
|
|
|
|
|
|
|
FY25
|
FY24
|
Reported
|
|
|
|
€m
|
€m
|
change %
|
|
Adjusted free cash
flow1,2
|
2,548
|
2,600
|
(2.0)
|
|
|
Licences and spectrum
|
(421)
|
(454)
|
|
|
|
Restructuring costs including working capital
movements
|
(246)
|
(254)
|
|
|
|
Integration capital additions
|
(31)
|
(81)
|
|
|
|
Other adjustments
|
–
|
(28)
|
|
|
|
Free cash flow1
|
1,850
|
1,783
|
3.8
|
|
|
|
|
|
|
|
|
Closing net debt (excl. Vodafone Spain
and Vodafone Italy)1
|
(22,397)
|
(33,242)
|
32.6
|
|
|
Closing net debt (incl. Vodafone Spain
and Vodafone Italy)1
|
(22,397)
|
(33,349)
|
32.8
|
|
Notes:
1.
Adjusted free cash
flow, Free cash flow and Net debt are non-GAAP measures. See page
36 for more information.
2.
Discontinued
operations generated an inflow of €40 million for the year
ended 31 March 2025 (FY24: €722 million inflow), in addition
to the reported total from continuing operations.
|
Outlook
& capital allocation
|
In May 2024, we set out guidance for FY25 for Group Adjusted
EBITDAaL and Adjusted free cash flow. For FY25, we reported
Adjusted EBITDAaL and Adjusted free cash flow of €10.9
billion and €2.5 billion. The FY25 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
€0.1 billion. The table below compares the guidance given and
our actual performance.
The current macroeconomic climate presents significant
uncertainties, particularly on trade and foreign exchange rates,
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 €11.0-€11.3 billion
and Adjusted free cash flow to be €2.6-€2.8 billion, as
outlined below. For FY26, as we continue our turnaround in Germany,
we are also providing additional guidance for Europe and expect
Adjusted EBITDAaL to be €7.2-€7.4 billion. For further
information please refer to the accompanying presentation available
here: investors.vodafone.com/performance/annual-reporting.
|
€billion
|
|
Adjusted EBITDAaL1
|
Adjusted FCF1,2
|
|
FY25 guidance
|
|
c.11.0
|
at least 2.4
|
|
FY25 outcome – guidance
basis3,4
|
|
11.0
|
2.5
|
|
Impact of exchange rates & Türkiye hyperinflation
accounting
|
|
(0.1)
|
-
|
|
FY25 actual
|
|
10.9
|
2.5
|
|
Impact of exchange rates
|
|
(0.3)
|
(0.1)
|
|
Remove impact of Türkiye hyperinflation
accounting
|
|
0.2
|
-
|
|
FY25 re-based4,5
|
|
10.8
|
2.4
|
|
Growth
|
|
0.2-0.5
|
0.2-0.4
|
|
FY26 guidance (ex. UK
merger)4,6
|
|
11.0-11.3
|
2.6-2.8
|
|
Pro-forma full year FY26 UK merger impact
|
|
0.4
|
(0.2)
|
Notes:
1. Adjusted EBITDAaL and Adjusted free cash flow are non-GAAP
measures. See page 36 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 and working capital related
items, and M&A.
3. The FY25 outcome on guidance basis is derived by applying FY25
guidance foreign exchange rates. The FY25 guidance foreign exchange
rates were €1: GBP 0.86; €1: ZAR 20.58; €1: TRY
34.98; €1: EGP 51.75.
4. Excluding the impact of hyperinflationary accounting in
Türkiye.
5. The FY25 re-based outcome is derived by applying FY26 guidance
foreign exchange rates.
6. The FY26 guidance reflect the following foreign exchange rates:
€1: GBP 0.85; €1: ZAR 20.59; €1: TRY 43.42;
€1: EGP 56.74. The guidance assumes no material change to 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 networks and
growth opportunities. Capital additions in FY25 include an
extraordinary core network software licence of €300 million
for the next 5 years (with no cash impact in FY25), as well as
upfront network investment in Germany in relation to the 1&1
national roaming agreement.
-
Leverage: A new leverage policy of 2.25x – 2.75x Net
Debt to Adjusted EBITDAaL was adopted in 2024 and we target to
operate within the bottom half of this 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): Following the
right-sizing of the portfolio as a result of the sale of Vodafone
Spain and Vodafone Italy, the Board determined to adopt a new
rebased dividend from FY25 onwards. The Board has declared total
dividends of 4.5 eurocents per share for FY25 (FY24: 9.0 eurocents)
with an ambition to grow it over time.
-
Shareholder returns (share
buybacks): During the year, the Board approved a capital
return through share buybacks of up to €2.0 billion of the
proceeds from the sale of Vodafone Spain. The final tranche of this
buyback programme completed on 19 May 2025, with 2.4 billion shares
repurchased for €2.0 billion since March 2024. A new share
buyback programme of up to €2.0 billion of the proceeds from
the sale of Vodafone Italy is starting, with the first €500
million tranche commencing today. Total capital returns to
shareholders in FY25 were €3.7 billion.
|
Segment performance
|
|
|
|
Vodafone
Spain and Vodafone Italy are reported as discontinued operations in
accordance with International Financial Reporting Standards
(‘IFRS’). Accordingly, Vodafone Spain and Vodafone
Italy are excluded from the results of continuing operations and
are instead presented as a single amount as a loss after tax from
discontinued operations in the Group’s Consolidated income
statement. Discontinued operations are also excluded from the
Group’s segment reporting. The disposals of Vodafone Spain
and Vodafone Italy completed on 31 May 2024 and 31 December 2024,
respectively.
|
Geographic performance summary
|
Segment results
|
Total revenue
|
Service revenue
|
Adjusted EBITDAaL1
|
Adjusted EBITDAaL
margin1
|
Capital additions
|
|
|
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|
|
|
||||||||||||||||||||||||||||||||
|
FY25
|
FY24
|
FY25
|
FY24
|
FY25
|
FY24
|
FY25
|
FY24
|
FY25
|
FY24
|
|
|
||||||||||||||||||||||
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
%
|
%
|
€m
|
€m
|
|
|
||||||||||||||||||||||
|
Germany
|
12,180
|
12,957
|
10,876
|
11,453
|
4,384
|
5,017
|
36.0
|
38.7
|
2,482
|
2,515
|
|
|
|||||||||||||||||||||
|
UK
|
7,069
|
6,837
|
5,887
|
5,631
|
1,558
|
1,408
|
22.0
|
20.6
|
897
|
866
|
|
|
|||||||||||||||||||||
|
Other Europe2
|
5,694
|
5,504
|
4,805
|
4,722
|
1,510
|
1,516
|
26.5
|
27.5
|
856
|
845
|
|
|
|||||||||||||||||||||
|
Türkiye
|
3,086
|
2,362
|
2,484
|
1,746
|
842
|
510
|
27.3
|
21.6
|
447
|
319
|
|
|
|||||||||||||||||||||
|
Africa
|
7,791
|
7,420
|
6,172
|
5,951
|
2,593
|
2,539
|
33.3
|
34.2
|
1,038
|
1,005
|
|
|
|||||||||||||||||||||
|
Common Functions3
|
1,817
|
1,864
|
663
|
559
|
45
|
29
|
|
|
1,142
|
781
|
|
|
|||||||||||||||||||||
|
Eliminations
|
(189)
|
(227)
|
(129)
|
(150)
|
–
|
–
|
|
|
–
|
–
|
|
|
|||||||||||||||||||||
|
Group
|
37,448
|
36,717
|
30,758
|
29,912
|
10,932
|
11,019
|
29.2
|
30.0
|
6,862
|
6,331
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Downloadable performance information is available at:
investors.vodafone.com/results
|
|
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Segment service revenue growth
|
|
FY24
|
|
FY25
|
|
||||||||||||||||||||||||||||
|
Q4
|
H2
|
Total
|
Q1
|
Q2
|
H1
|
Q3
|
Q4
|
H2
|
Total
|
|
|||||||||||||||||||||||
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
|
|||||||||||||||||||||||
|
Germany
|
0.6
|
0.5
|
0.2
|
(1.5)
|
(6.2)
|
(3.9)
|
(6.4)
|
(6.0)
|
(6.2)
|
(5.0)
|
|
||||||||||||||||||||||
|
UK
|
6.8
|
6.2
|
5.1
|
2.0
|
2.9
|
2.4
|
7.6
|
5.7
|
6.7
|
4.5
|
|
||||||||||||||||||||||
|
Other Europe2
|
0.3
|
(4.0)
|
(5.7)
|
1.6
|
2.1
|
1.9
|
2.2
|
1.1
|
1.7
|
1.8
|
|
||||||||||||||||||||||
|
Türkiye
|
15.6
|
11.7
|
9.6
|
54.7
|
18.8
|
33.2
|
97.5
|
15.2
|
50.4
|
42.3
|
|
||||||||||||||||||||||
|
Africa
|
1.2
|
(3.4)
|
(9.2)
|
1.6
|
0.3
|
0.9
|
4.1
|
8.8
|
6.4
|
3.7
|
|
||||||||||||||||||||||
|
Group
|
2.9
|
0.7
|
(1.3)
|
3.2
|
0.2
|
1.7
|
5.6
|
2.3
|
4.0
|
2.8
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Segment organic service revenue growth1
|
FY24
|
FY25
|
|
||||||||||||||||||||||||||||||
|
Q4
|
H2
|
Total
|
Q1
|
Q2
|
H1
|
Q3
|
Q4
|
H2
|
Total
|
|
|||||||||||||||||||||||
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
|
|||||||||||||||||||||||
|
Germany
|
0.6
|
0.5
|
0.2
|
(1.5)
|
(6.2)
|
(3.9)
|
(6.4)
|
(6.0)
|
(6.2)
|
(5.0)
|
|
||||||||||||||||||||||
|
UK
|
3.6
|
4.4
|
5.0
|
–
|
1.2
|
0.6
|
3.3
|
3.1
|
3.2
|
1.9
|
|
||||||||||||||||||||||
|
Other Europe2
|
5.5
|
4.6
|
4.2
|
2.3
|
2.6
|
2.5
|
2.6
|
0.8
|
1.7
|
2.1
|
|
||||||||||||||||||||||
|
Türkiye
|
105.6
|
97.8
|
88.5
|
91.9
|
89.1
|
90.3
|
83.4
|
73.2
|
78.1
|
83.4
|
|
||||||||||||||||||||||
|
Africa
|
10.0
|
9.4
|
9.2
|
10.0
|
9.7
|
9.9
|
11.6
|
13.5
|
12.6
|
11.3
|
|
||||||||||||||||||||||
|
Group
|
7.1
|
6.7
|
6.3
|
5.4
|
4.2
|
4.8
|
5.2
|
5.4
|
5.3
|
5.1
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Group profitability
|
|
FY24
|
FY25
|
||||||||||||||||||||||||||||||
|
|
Q4
|
H2
|
Total
|
Q1
|
Q2
|
H1
|
Q3
|
Q4
|
H2
|
Total
|
|||||||||||||||||||||||
|
Operating profit/(loss)
|
€m
|
556
|
1,808
|
3,665
|
1,545
|
837
|
2,382
|
1,022
|
(3,815)
|
(2,793)
|
(411)
|
||||||||||||||||||||||
|
Adjusted EBITDAaL1
|
€m
|
2,797
|
5,592
|
11,019
|
2,681
|
2,730
|
5,411
|
2,828
|
2,693
|
5,521
|
10,932
|
||||||||||||||||||||||
|
Adjusted EBITDAaL margin1
|
%
|
29.8
|
29.8
|
30.0
|
29.7
|
29.5
|
29.6
|
28.8
|
28.8
|
28.8
|
29.2
|
||||||||||||||||||||||
|
Organic Adjusted EBITDAaL growth1
|
%
|
|
1.2
|
2.2
|
5.1
|
2.5
|
3.8
|
2.2
|
0.3
|
1.3
|
2.5
|
||||||||||||||||||||||
Notes:
1.
Organic service
revenue growth, Group Adjusted EBITDAaL and Group Adjusted EBITDAaL
margin are non-GAAP measures. See page 36 for more
information.
2.
Other Europe
markets comprise Portugal, Ireland, Greece, Romania, Czech Republic
and Albania.
3.
Capital additions
in FY25 includes software arrangements managed centrally on behalf
of the Group.
|
Germany ⫶
Turnaround continuing through
challenging market conditions
|
|||||
|
|
|
|
|
|
|
|
35%
|
|
€12.2bn
|
|
(5.0%)
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
40%
|
|
€4.4bn
|
|
(12.6%)
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
FY25
|
FY24
|
Reported
|
Organic
|
|
|
€m
|
€m
|
change %
|
change1%
|
|
|
Total revenue
|
12,180
|
12,957
|
(6.0)
|
|
|
|
- Service revenue
|
10,876
|
11,453
|
(5.0)
|
(5.0)
|
|
|
- Other revenue
|
1,304
|
1,504
|
|
|
|
|
Adjusted EBITDAaL
|
4,384
|
5,017
|
(12.6)
|
(12.6)
|
|
|
Adjusted EBITDAaL margin
|
36.0%
|
38.7%
|
|
|
|
Note:
1.
Organic
growth is a non-GAAP measure. See page 36 for more
information.
Growth
Total revenue decreased by 6.0% to €12.2 billion as a result
of lower service revenue and equipment revenue. As anticipated,
service revenue declined by 5.0% (Q3: -6.4%; Q4: -6.0%), primarily
due to a 3.0 percentage point negative impact (Q3: -3.8 percentage
points; Q4: -3.3 percentage points) from the end of bulk TV
contracting in multi dwelling units (‘MDU’), which came
into full effect from July 2024, as well as a lower broadband
customer base following the price increases in the prior year. The
small improvement in quarterly trends was driven by the lower
impact of the TV law change and higher wholesale service revenue,
partially offset by lower mobile ARPU.
Fixed service revenue declined by 8.1% (Q3: -10.7%; Q4: -9.7%) due
to the cumulative impact of TV and broadband customer losses. The
MDU transition had a 5.5 percentage point impact (Q3: -6.8
percentage points; Q4: -5.9 percentage points) on fixed service
revenue growth. Excluding this impact, Q4 trends were broadly
stable. Mobile service revenue declined by 1.2% (Q3: -1.0%; Q4:
-1.2%) as ARPU pressure, due to higher competitive intensity in the
market and lower mobile termination rates, was only partially
offset by higher wholesale revenue. 1&1 began migrating their
customers onto our network in the second half of the year as a part
of our long-term national roaming agreement and we continue to
expect the migration to reach a full run-rate during H2 FY26.
Vodafone Business service revenue declined by 2.3% (Q3: -3.0%; Q4:
-2.8%) as price pressure in the mobile segment, in particular from
SoHo customers and large corporates optimising spend, as well as
lower roaming revenue, was only partially offset by good growth in
digital services. Digital services revenue continued to grow
strongly, supported by strong demand for our Cloud services which
grew by 15.1% in FY25. In March 2025, we announced the launch of
our new Cyber Security Centre in Dusseldorf which aims to support
SMEs through monitoring and resolving cyber security
threats.
Adjusted EBITDAaL declined by 12.6%, primarily due to a 7.5
percentage point impact related to the MDU transition (H1: -7.0
percentage points; H2: -8.0 percentage points). Excluding this
impact, the decline in Adjusted EBITDAaL was largely driven by
lower service revenue and increased investment in the customer
experience, our brand and Vodafone Business as we have chosen to
prioritise investment to support the turnaround of Vodafone
Germany, as well as higher customer costs in the more intense
competitive environment. A 2.4 percentage point benefit from lower
energy costs was offset by higher inflation across the cost base.
The Adjusted EBITDAaL margin was 2.7 percentage points lower
year-on-year at 36.0%.
Customers
Our broadband customer base declined by 102,000 in FY25, including
the loss of 43,000 customers on our gigabit-capable network. During
the year, customer additions on our gigabit-capable broadband
footprint gradually improved and, as we had anticipated, in the
second half of the year we stabilised our gigabit customer base.
This was supported by the improved customer experience, as we have
achieved the lowest ever share of detractors in our base. We are
now the largest provider of fixed line gigabit connectivity in
Germany, supported by our wholesale agreements with Deutsche
Telekom and Deutsche Glasfaser. We can now market gigabit speeds to
almost 75% of German homes with 5 million fibre households beyond
our own cable footprint of 25 million households.
During the year, we completed the migration of our MDU TV customer
base following the change in TV law that came into effect in July
2024. By the end of March 2025, we had retained 4.2 million
households under new commercial terms, which is in line with our
initial expectation that we would retain around 50% of the 8.5
million MDU TV households.
Despite higher competitive intensity in the mobile market, our
Consumer mobile contract customer base increased by 90,000. Our
increased focus on higher value branded and direct sales channels
was partially offset by the anticipated loss of low-margin
customers through reseller channels and 65,000 net disconnections
from business accounts, partially driven by some large contract
tenders in the prior year. We added a further 6.4 million IoT
connections, driven by demand from the automotive
sector.
|
UK ⫶ Strong customer experience & Adj. EBITDAaL
performance
|
|||||
|
|
|
|
|
|
|
|
19%
|
|
€7.1bn
|
|
1.9%
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
14%
|
|
€1.6bn
|
|
7.9%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
FY25
|
FY24
|
Reported
|
Organic
|
|
|
€m
|
€m
|
change %
|
change1%
|
|
|
Total revenue
|
7,069
|
6,837
|
3.4
|
|
|
|
- Service revenue
|
5,887
|
5,631
|
4.5
|
1.9
|
|
|
- Other revenue
|
1,182
|
1,206
|
|
|
|
|
Adjusted EBITDAaL
|
1,558
|
1,408
|
10.7
|
7.9
|
|
|
Adjusted EBITDAaL margin
|
22.0%
|
20.6%
|
|
|
|
Note:
1.
Organic
growth is a non-GAAP measure. See page 36 for more
information.
Growth
Total revenue increased by 3.4% to €7.1 billion due to
service revenue growth and the appreciation of GBP:EUR. Service
revenue increased by 4.5% (Q3: 7.6%; Q4: 5.7%) due to foreign
exchange movements and organic growth in service revenue which
increased by 1.9% (Q3: 3.3%; Q4: 3.1%), as growth in Consumer was
offset by a decline in Business.
Mobile service revenue grew by 2.9% (Q3: 6.0%, Q4: 4.4%), as
broadly stable organic mobile service revenue of 0.3% (Q3: 1.8%,
Q4: 1.8%) was supported by the appreciation of GBP:EUR. The organic
performance was primarily driven by Consumer customer base growth
and the delivery of project milestones in Business. This was
partially offset by the significantly lower level of
inflation-linked price rises compared to the prior year and the
ongoing dilution of the back book from front book pricing in
mobile. Fixed service revenue grew by 9.2% (Q3: 12.3%, Q4: 8.8%)
and organic growth in fixed service revenue was 6.5% (Q3 7.6%, Q4:
6.4%). Growth was supported by foreign exchange movements,
continued growth in our customer base and ARPU growth in Consumer.
The slowdown in quarterly trends was driven by Business due to some
managed services contract losses.
Vodafone Business service revenue increased by 1.6% (Q3: 3.7%, Q4:
3.7%) and organic growth in Vodafone Business service revenue
declined by 0.9% (Q3: -0.4%, Q4: 1.3%). Growth in fixed due to
strong commercial performance, and business demand for our digital
services and project work, was offset by a decline in mobile,
primarily driven by lower inflation-linked price increases and ARPU
pressure. The improvement in quarterly growth trends was driven by
project activity.
Adjusted EBITDAaL increased by 10.7% in the period, and on an
organic basis, Adjusted EBITDAaL increased by 7.9%. The increase in
Adjusted EBITDAaL was primarily driven by service revenue growth, a
2.7 percentage point benefit from lower energy costs and other cost
efficiencies. The Adjusted EBITDAaL margin improved by 1.4
percentage points year-on-year to 22.0%.
Customers
We have delivered significant improvements in customer experience
this year and now have a market leading NPS position and lowest
ever share of detractors in our base. This is reflected in Ofcom
mobile complaints, which are down 30% year-on-year. These
achievements supported our record level customer loyalty, and an
increase in our mobile Consumer contract customer base of 117,000.
This was partially offset by large low-value contract
disconnections in Business and a reclassification of part of the
mobile customer base to IoT, with our total contract customer base
increasing by 7,000 in FY25.
In fixed, we continue to be one of the fastest growing broadband
providers in the UK and our customer base increased by 227,000
during the year. This was supported by the launch of the new
‘One Touch Switching’ service in September 2024, making
it even easier for customers to join us. We now cover 19.4 million
households with gigabit speeds, and in July, we announced that we
now offer faster speeds of up to 2.2Gbps in more locations than any
other provider.
Portfolio
In June 2023, we announced a binding agreement to combine our UK
business with Three UK to create a sustainable and competitive
third scaled network operator in the UK. In December 2024, the
UK’s Competition and Markets Authority (‘CMA’)
approved the combination of Vodafone and Three in the UK. Following
the merger, which we expect to complete in the first half of 2025,
Vodafone and CK Hutchison will own 51% and 49% of the combined
business, respectively. This combination will provide customers
with greater choice and more value, drive greater competition, and
enable increased investment with a clear £11 billion plan to
create one of Europe’s most advanced 5G networks. Full
details of the transaction can be found here: investors.vodafone.com/merger-of-vodafone-uk-and-three-uk
|
Other Europe1 ⫶
Continued service revenue
growth
|
|||||
|
|
|
|
|
|
|
|
16%
|
|
€5.7bn
|
|
2.1%
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
14%
|
|
€1.5bn
|
|
0.0%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
FY25
|
FY24
|
Reported
|
Organic
|
|
|
€m
|
€m
|
change %
|
change2%
|
|
|
Total revenue
|
5,694
|
5,504
|
3.5
|
|
|
|
- Service revenue
|
4,805
|
4,722
|
1.8
|
2.1
|
|
|
- Other revenue
|
889
|
782
|
|
|
|
|
Adjusted EBITDAaL
|
1,510
|
1,516
|
(0.4)
|
–
|
|
|
Adjusted EBITDAaL margin
|
26.5%
|
27.5%
|
|
|
|
Notes:
1.
Other
Europe markets comprise Portugal, Ireland, Greece, Romania, Czech
Republic and Albania.
2.
Organic
growth is a non-GAAP measure. See page 36 for more
information.
Growth
Total revenue grew by 3.5% to €5.7 billion as higher service
and equipment revenue was partially offset by the depreciation of
local currencies versus the euro. Service revenue increased by 1.8%
(Q3: 2.2%, Q4: 1.1%) as adverse foreign exchange movements were
offset by organic growth in service revenue of 2.1% (Q3: 2.6%, Q4:
0.8%), driven by a higher contract customer base in mobile and
broadband, and by price actions in most markets, partly offset by
lower mobile termination rates. The slowdown in quarterly trends
was due to the exceptionally high growth in Q4 the prior year
driven by public sector projects.
In Portugal, both our Consumer and Business segments continued to
perform well during the year. In November 2024 we launched our new
second brand, Amigo, to compete effectively across all segments of
the market following the launch of a fourth player. In Ireland,
service revenue grew due to higher broadband customer base
supported by improved customer loyalty, partially offset by lower
mobile termination rates. Service revenue in Greece increased,
particularly due to growth in the public sector and a higher mobile
contract customer base.
Vodafone Business service revenue increased by 3.9% (Q3: 5.3%, Q4:
1.5%), as organic growth in Vodafone Business service revenue of
4.4% (Q3: 5.8%, Q4: 1.2%) was offset by adverse foreign exchange
movements. Organic growth was mainly driven by digital services, as
well as public sector project work in Portugal, Greece and
Romania.
Adjusted EBITDAaL declined by 0.4% in the period and was stable on
an organic basis, as service revenue growth and ongoing cost
control was offset by a deferral of income recognition relating to
certain Business contracts and a one-off provision. The Adjusted
EBITDAaL margin decreased by 1.0 percentage points year-on-year to
26.5%.
Customers
We won 462,000 new mobile contract customers across our six
markets, mainly driven by Portugal and Greece. In Portugal, we won
170,000 new contract customers in mobile and 23,000 in fixed
broadband. In Greece, the mobile contract base grew by 149,000,
though fixed broadband customers declined by 17,000. In Ireland,
our mobile contract customer base increased by 18,000 and the
broadband customer base by 22,000. Through our fixed wholesale
network access partnerships, including our fibre joint venture,
SIRO, we now cover 1.7 million households in Ireland with
FTTH.
Portfolio
In October 2024, we announced that, along with Digi Romania, we
have signed a memorandum of understanding with Hellenic
Telecommunications in relation to a potential acquisition of
separate parts of its subsidiary Telekom Romania. The discussions
are at an advanced stage with the regulatory approval process
ongoing.
|
Türkiye ⫶ Strong growth in real terms and on a euro
basis
|
|||||
|
|
|
|
|
|
|
|
8%
|
|
€3.1bn
|
|
83.4%
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
8%
|
|
€0.8bn
|
|
110.5%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
FY25
|
FY24
|
Reported
|
Organic
|
|
|
€m
|
€m
|
change %
|
change1%
|
|
|
Total revenue
|
3,086
|
2,362
|
30.7
|
|
|
|
- Service revenue
|
2,484
|
1,746
|
42.3
|
83.4
|
|
|
- Other revenue
|
602
|
616
|
|
|
|
|
Adjusted EBITDAaL
|
842
|
510
|
65.1
|
110.5
|
|
|
Adjusted EBITDAaL margin
|
27.3%
|
21.6%
|
|
|
|
Note:
1.
Organic
growth is a non-GAAP measure. See page 36 for more
information.
Hyperinflationary accounting in Türkiye
Türkiye was designated as a hyperinflationary economy on 1
April 2022 in line with IAS 29 ‘Financial Reporting in
Hyperinflationary Economies’. See note 1 ‘Basis of
preparation’ in the unaudited condensed consolidated
financial statements for further information.
Organic growth metrics exclude the impact of the hyperinflation
adjustment and foreign exchange translation in Türkiye. See
page 37 for more information.
Growth
Total revenue increased by 30.7% to €3.1 billion, with
service revenue growth partly offset by depreciation of the local
currency versus the euro.
Service revenue increased by 83.4% (Q3: 83.4%, Q4: 73.2%) on an
organic basis. Service revenue growth in euro terms was 42.3% (Q3:
97.5%, Q4: 15.2%) as reported under IAS 29. Excluding the impact of
hyperinflationary accounting adjustments, service revenue increased
by 45.2% in euro terms (Q3: 53.1%; Q4: 52.3%). Growth in
Türkiye was primarily driven by ongoing price actions, value
accretive base management and continued customer base growth,
partially offset by adverse foreign exchange
movements.
Vodafone Business service revenue increased by 107.1% (Q3: 102.8%,
Q4: 105.1%) on an organic basis in FY25, with growth supported by
business demand for our digital services, as well as inflationary
mobile price actions. In euro terms, Business service revenue
increased by 60.9% (Q3: 117.0%, Q4: 38.0%) as reported under IAS
29.
Adjusted EBITDAaL increased by 110.5% on an organic basis,
supported by service revenue growth, ongoing digitalisation and our
continued focus on cost efficiency. Adjusted EBITDAaL continued to
grow in euro terms and increased by 65.1% during the year. The
Adjusted EBITDAaL margin increased by 5.7 percentage points
year-on-year (6.7 percentage points on an organic basis) to
27.3%.
Customers
We won 952,000 new mobile contract customers during the year,
including migrations of prepaid customers.
|
Africa ⫶ Accelerating growth supporting upgraded mid-term
guidance
|
|||||
|
|
|
|
|
|
|
|
20%
|
|
€7.8bn
|
|
11.3%
|
|
|
of Group service revenue
|
Total revenue
|
Organic service revenue growth
|
|||
|
|
|
|
|
|
|
|
24%
|
|
€2.6bn
|
|
10.2%
|
|
|
of Group Adjusted EBITDAaL
|
Adjusted EBITDAaL
|
Organic Adjusted EBITDAaL growth
|
|||
|
|
|
|
|
|
|
|
|
|
FY25
|
FY24
|
Reported
|
Organic
|
|
|
€m
|
€m
|
change %
|
change1%
|
|
|
Total revenue
|
7,791
|
7,420
|
5.0
|
|
|
|
- Service revenue
|
6,172
|
5,951
|
3.7
|
11.3
|
|
|
- Other revenue
|
1,619
|
1,469
|
|
|
|
|
Adjusted EBITDAaL
|
2,593
|
2,539
|
2.1
|
10.2
|
|
|
Adjusted EBITDAaL margin
|
33.3%
|
34.2%
|
|
|
|
Note:
1.
Organic
growth is a non-GAAP measure. See page 36 for more
information.
Growth
Total revenue increased by 5.0% to €7.8 billion as higher
service and equipment revenue was partially offset by the
depreciation of the Egyptian pound versus the euro. Service revenue
increased by 3.7% (Q3: 4.1%, Q4: 8.8%) and organic growth in
service revenue was 11.3% (Q3: 11.6%, Q4: 13.5%) with growth in
South Africa, Egypt and all of Vodacom’s international
markets, apart from Mozambique. The improvement in quarterly trends
reflect an acceleration in growth across all Vodacom
segments.
In South Africa, service revenue growth was supported by good
demand for fixed connectivity, an acceleration in the Consumer
prepaid segment and strong growth in the mobile contract segment,
which benefited from price increases. Financial services revenue
grew by 12.1% to €176 million, supported by growth in our
insurance services.
Service revenue in Egypt grew well above inflation during the year
and accelerated in Q4. The performance was supported by price
actions, sustained customer base growth and demand for data. Our
financial services product, ‘Vodafone Cash’ revenue
increased by 18.8% to €113.7 million and now represents 8.0%
of Egypt’s service revenue.
In Vodacom’s international markets, service revenue growth
was supported by a higher customer base and strong M-Pesa and data
revenue growth. M-Pesa revenue grew by 10.0% to €427.9
million, and now represents 27.6% of service revenue.
Vodacom Business service revenue grew by 5.4% (Q3: 6.6%; Q4: 9.6%)
and organic growth in Vodacom Business service revenue was 10.0%
(Q3: 10.8%; Q4: 11.5%), with South Africa supported by strong
demand for digital services and fixed connectivity.
Adjusted EBITDAaL increased by 2.1% as the depreciation of local
currencies versus the euro was more than offset by organic growth.
On an organic basis, adjusted EBITDAaL increased by 10.2% due to
service revenue growth, cost initiatives and the base effect of the
Egyptian pound devaluation in the prior year. The Adjusted EBITDAaL
margin decreased by 0.9 percentage points year-on-year (-0.2
percentage points on an organic basis) to 33.3%.
Customers
In South Africa, we won 152,000 new contract customers in FY25, and
now have a mobile contract base of 7.0 million. Across our active
customer base, 78.9% of our mobile customers use data services. Our
‘VodaPay’ super-app continued to gain traction with
11.9 million registered users.
In Egypt, we won 656,000 new contract customers and 2.5 million
prepaid mobile customers during the year, and we now have 51.5
million customers. ‘Vodafone Cash’ reached 11.4 million
active users with 3.2 million users added during the
year.
In Vodacom’s international markets, we won 5.9 million new
mobile customers in FY25, and our mobile customer base is now 60.0
million, with 67.3% of active customers using our data services.
Our M-Pesa customer base now totals 25.2 million.
Investor Briefing
Vodacom Group hosted an investor briefing in February 2025, which
encompassed a series of presentations and showcases covering the
Vodacom Group’s medium-term strategy and the key growth
opportunities across its markets and products. As part of this
update, Vodacom communicated an ambition to accelerate Group EBITDA
growth into double-digit. This represents an upgrade from the
existing medium-term target framework of high single-digit EBITDA
growth.
Further information on our operations in Africa can be accessed
here: vodacom.com.
|
Vodafone Investments
|
|
|
|
Associates and joint ventures
|
FY25
|
FY24
|
|
€m
|
€m
|
|
|
Vantage Towers (Oak Holdings 1 GmbH)
|
(74)
|
(85)
|
|
VodafoneZiggo Group Holding B.V.
|
(125)
|
(177)
|
|
Safaricom Limited
|
201
|
159
|
|
Indus Towers Limited
|
55
|
140
|
|
Other1
(including TPG Telecom
Limited)
|
(180)
|
(133)
|
|
Share of results of equity accounted associates and joint
ventures
|
(123)
|
(96)
|
Note:
1.
The
Group’s investment in Vodafone Idea Limited
(‘VIL’) was reduced to €nil in the year ended 31
March 2020 and the Group has not recorded any profit or loss in
respect of its share of VIL’s results since that
date.
Vantage Towers - 44.7% ownership
In March 2023, we announced the completion of Oak Holdings GmbH,
our co-control partnership for Vantage Towers with a consortium of
long-term infrastructure investors led by Global Infrastructure
Partners and KKR. We received initial net proceeds of €4.9
billion in March 2023, followed by a further €500 million in
July 2023 and €1.3 billion in August 2024, taking total net
proceeds to €6.6 billion and the Consortium's ownership in
Oak Holdings GmbH to 50%. Our effective stake in Vantage Towers is
44.7%. During the year, total revenue increased by 6.9% to
€1.2 billion, supported by 2,020 net new tenancies and 839
new macro sites. As a result, the tenancy ratio increased to 1.53x
(31 March 2024: 1.50x). Vodafone’s share of results in the
period reflects the amortisation of intangible assets arising from
the completion of the co-control partnership for Vantage Towers.
During the year, Vantage Towers distributed €307 million in
dividends to Vodafone.
VodafoneZiggo Joint Venture (Netherlands) - 50.0%
ownership
The results of VodafoneZiggo are prepared under US GAAP, which is
broadly consistent with Vodafone’s IFRS basis of reporting.
Total revenue decreased 1.1% to €4.1 billion, as a decline in
the fixed customer base was only partially offset by contractual
price increases. In FY25, VodafoneZiggo’s mobile contract
customer base increased by 14,000 driven by growth in the Consumer
segment. VodafoneZiggo’s broadband customer base declined by
105,000 customers due to the competitive price environment.
VodafoneZiggo offers gigabit speeds to 7.6 million homes, providing
nationwide coverage. During the year, VodafoneZiggo successfully
acquired a 100 MHz spectrum license in the 3.5 GHz band.
Vodafone’s share of net loss for the year decreased, driven
by higher gains on derivative financial instruments and tax,
partially offset by lower operating income. During the year,
Vodafone received €63 million in dividends and €51
million in interest payments from the joint venture.
Safaricom Associate (Kenya) - 27.8% ownership
Safaricom service revenue grew by 26.3% to €2.7 billion,
driven by organic growth of 11.2% and favourable foreign exchange
movements of the Kenyan shilling versus the euro. Vodafone’s
higher share of results was due to a strong result in Kenya. During
the period, Vodafone received €136 million in dividends from
Safaricom.
TPG Telecom Limited Joint Venture
(Australia) – 25.1% ownership
TPG Telecom Limited (‘TPG’) is a fully integrated
telecommunications operator in Australia and is listed on the
Australian stock exchange. The Group owns an equivalent economic
interest of 25.1%, via an 11% direct stake in TPG and a 14%
indirect stake, held through a 50:50 joint venture with CK
Hutchison. During the year, the Group received €24 million in
dividends from its direct stake in TPG. The Group provides
guarantees amounting to $1.0 billion and €0.6 billion (2024:
$1.0 billion and €0.6 billion) in relation to its 50% share
in a multicurrency loan facility held by the joint venture. In
October 2024, TPG announced the sale of its fixed network
infrastructure assets and enterprise, government and wholesale
fixed telecommunications services business for AU$5.25 billion. The
transaction is subject to regulatory approval and other customary
conditions precedent.
Vodafone Idea Limited Joint Venture (India) – 24.4%
ownership
After undertaking equity fund-raisings and allotments to vendors
since March 2024, the Group’s shareholding in Vodafone Idea
Limited has reduced to 24.4%. See note 5 ‘Contingent
liabilities and legal proceedings’ in the unaudited condensed
consolidated financial statements for more
information.
On 30 March 2025, Vodafone Idea announced that the government had
agreed to convert US$4.3 billion of its outstanding spectrum dues
to equity. The Group’s shareholding in Vodafone Idea Limited
was subsequently diluted to 16.1% in April 2025.
Indus Towers Limited (India)
The Group disposed of its investment in Indus Towers Limited in two
tranches during June and December 2024. See note 5
‘Contingent liabilities and legal proceedings’ in the
unaudited condensed consolidated financial statements for more
information.
|
Net financing costs
|
|
|
|
|
|
|
|
FY25
|
FY24
|
Reported
|
|
|
|
€m
|
€m
|
change %
|
|
Investment income
|
864
|
581
|
|
|
|
Financing costs
|
(1,931)
|
(2,626)
|
|
|
|
Net financing costs
|
(1,067)
|
(2,045)
|
47.8
|
|
|
Adjustments for:
|
|
|
|
|
|
|
Mark-to-market (gains)/losses
|
(2)
|
97
|
|
|
|
Foreign exchange losses
|
1
|
173
|
|
|
|
Fair value gains on Other Investments through profit and
loss
|
(247)
|
–
|
|
|
Adjusted net financing costs1
|
(1,315)
|
(1,775)
|
25.9
|
|
Note:
1.
Adjusted net
financing costs is a non-GAAP measure. See page 36 for more
information.
Net
financing costs decreased by €978 million and include a gain
of €253 million on certain bonds bought back prior to their
maturity dates; a revaluation gain of €247 million from Other
investments classified at fair value through profit and
mark-to-market and foreign exchange gains in the current year,
combined with lower interest paid on loans and collateral
balances.
Adjusted
net financing costs decreased by €460 million, mainly as a
result of the gain of €253 million from the early redemption
of the bonds bought back in the period as well as lower interest
costs mainly due to repayment of the borrowings secured against the
Group’s shareholdings in Indus Towers and Vodafone
Idea.
|
|
|
|
|
|
|
Taxation
|
|
|
|
|
|
|
|
FY25
|
FY24
|
Reported
|
|
|
%
|
%
|
change pps
|
|
|
Effective tax rate
|
(152.0%)
|
3.1%
|
(155.1)
|
|
|
Adjusted effective tax rate1
|
25.3%
|
24.5%
|
0.8
|
|
Note:
1.
Adjusted effective
tax rate is a non-GAAP measure. See page 36 for more
information.
The
Group’s Effective tax rate (‘ETR’) for the year
ended 31 March 2025 was (152.0)% (FY24: 3.1%).
The
negative ETR is driven by the €4,515 million impairments of
Germany and Romania that are permanently non-deductible for tax.
Excluding these the ETR would be positive 74.0%. This rate is high
due to one-off items including a charge of €718 million on
remeasurement of the Luxembourg deferred tax asset following a 1%
corporate tax rate reduction, a €185 million tax charge on
the settlement of the VISPL tax cases in India, a €164
million tax charge arising on the €26 million net gain on the
disposal of a 10% stake in Oak Holdings GmbH, a net €128
million tax charge as an effect of hyper-inflation tax and
accounting adjustments in Türkiye, offset by a net
€(53)m credit in relation to the disposal of Indus Towers and
settlement of the secondary pledge.
The
Group’s Adjusted ETR (‘AETR’) for the year ended
31 March 2025 was 25.3% (FY24: 24.5%). This eliminates the above
stated significant one-off items, as well as the €423 million
deferred tax charge for utilisation of recognised tax losses in
Luxembourg.
The
BEPS Pillar Two Minimum Tax legislation was enacted in July 2023 in
the UK with effect from 2024. The Group has applied the temporary
exception under IAS 12 in relation to the accounting for deferred
taxes arising from the implementation of the Pillar Two rules. The
tax charge for the year ended 31 March 2025 includes a current tax
charge of €7 million relating to Pillar 2 income
taxes.
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
Reported
|
|
|
|
FY25
|
FY24
|
change
|
|
|
|
eurocents
|
eurocents
|
eurocents
|
|
Basic (loss)/earnings per share - Continuing
operations
|
(15.86)c
|
4.45c
|
(20.31)c
|
|
|
Basic (loss)/earnings per share - Total Group
|
(15.94)c
|
4.21c
|
(20.15)c
|
|
|
|
|
|
|
|
|
Adjusted basic earnings per share1
|
7.87c
|
7.47c
|
0.40c
|
|
Note:
1.
Adjusted
basic earnings per share is a non-GAAP measure. See page 36 for
more information.
Basic
loss per share from continuing operations was 15.86 eurocents,
compared to earnings per share of 4.45 eurocents in FY24. The
decrease was primarily due to impairment losses in respect of
Germany and Romania, together with a higher income tax expense,
which outweighed lower net financing costs.
Adjusted
basic earnings per share was 7.87 eurocents, compared to 7.47
eurocents in FY24. The increase was primarily due to higher
adjusted earnings, primarily from lower adjusted net financing
costs, together with a lower number of shares outstanding resulting
from the share buyback programme.
|
Cash flow & funding
|
|
|
|
|
|
|
|
|
Analysis of cash flow
|
|
|
|
|
|
FY25
|
FY24
|
Reported
|
|
|
€m
|
€m
|
change %
|
|
Inflow from operating activities
|
15,373
|
16,557
|
(7.2)
|
|
Inflow/(outflow) from investing activities
|
4,759
|
(6,122)
|
177.7
|
|
Outflow from financing activities
|
(15,278)
|
(15,855)
|
3.6
|
|
Net cash inflow/(outflow)
|
4,854
|
(5,420)
|
189.6
|
|
Cash and cash equivalents at the beginning of the financial
year
|
6,114
|
11,628
|
|
|
Exchange loss on cash and cash equivalents
|
(75)
|
(94)
|
|
|
Cash and cash equivalents at the end of the financial
year
|
10,893
|
6,114
|
|
Cash
inflow from operating activities decreased to €15,373
million, primarily due to lower inflows from discontinued
operations.
Inflow
from investing activities increased by €10,881 million to
€4,759 million, primarily driven by the disposals of Vodafone
Spain and Vodafone Italy and the proceeds received from the
disposal of 10% of Oak Holdings 1 GmBH (€1,336 million) and
the disposal of 18% of Indus Towers Limited (€1,684 million).
The Group disposed of Vodafone Spain to Zegona Communications plc
(‘Zegona’) for total cash consideration of €4,069
million (subject to closing accounts adjustments), of which
€3,669 million is included in this line, and Vodafone Italy
to Swisscom AG (‘Swisscom’) for total cash
consideration of €7,885 million (after closing accounts
adjustments), of which €7,707 million is included in this
line. The remaining €400 million and €178 million
respectively relates to the future use of the Vodafone brand by
Zegona and Swisscom, and to certain procurement services to be
provided by the Group to Zegona and is included in Inflow from
operating activities. This was offset by a higher outflow in
relation to the purchase of investments.
Outflows
from financing activities decreased by €577 million to
€15,278 million, as lower net cash outflows in respect of
borrowings, dividends and discontinued operations were partly
offset by higher interest paid arising from the repayment of
borrowings secured against Indian assets and higher payments in
respect of the purchase of treasury shares.
|
Analysis of cash flow (continued)
|
|
|
|
|
|
FY25
|
FY24
|
Reported
|
|
|
€m
|
€m
|
change %
|
|
Adjusted EBITDAaL1
|
10,932
|
11,019
|
(0.8)
|
|
Capital additions2
|
(6,862)
|
(6,331)
|
|
|
Working capital3
|
53
|
(309)
|
|
|
Disposal of property, plant and equipment and intangible
assets
|
9
|
14
|
|
|
Integration capital additions
|
(31)
|
(81)
|
|
|
Restructuring costs including working capital
movements4
|
(246)
|
(254)
|
|
|
Licences and spectrum
|
(421)
|
(454)
|
|
|
Interest received and paid5
|
(1,147)
|
(1,279)
|
|
|
Taxation
|
(728)
|
(724)
|
|
|
Dividends received from associates and joint ventures
|
530
|
442
|
|
|
Dividends paid to non-controlling shareholders in
subsidiaries
|
(249)
|
(260)
|
|
|
Other
|
10
|
–
|
|
|
Free cash flow1
|
1,850
|
1,783
|
3.8
|
|
Acquisitions and disposals
|
13,917
|
(346)
|
|
|
Equity dividends paid
|
(1,787)
|
(2,430)
|
|
|
Share buybacks
|
(1,868)
|
–
|
|
|
Foreign exchange (loss)/gain
|
(182)
|
(64)
|
|
|
Other movements in net debt6
|
(1,085)
|
1,065
|
|
|
Net debt decrease/(increase)1
|
10,845
|
8
|
|
|
Opening net debt1
|
(33,242)
|
(33,250)
|
|
|
Closing net debt1
|
(22,397)
|
(33,242)
|
32.6
|
|
Net debt of Vodafone Spain and Vodafone Italy1
|
–
|
(107)
|
|
|
Closing net debt incl. Vodafone Spain
and Vodafone Italy1
|
(22,397)
|
(33,349)
|
32.8
|
|
|
|
|
|
|
Free cash flow1
|
1,850
|
1,783
|
|
|
Adjustments:
|
|
|
|
|
- Licences and spectrum
|
421
|
454
|
|
|
- Restructuring costs including working capital
movements4
|
246
|
254
|
|
|
- Integration capital additions
|
31
|
81
|
|
|
- Other adjustments
|
–
|
28
|
|
|
Adjusted free cash flow1
|
2,548
|
2,600
|
|
Notes:
1.
Adjusted
EBITDAaL, Free cash flow, Adjusted free cash flow and Net debt are
non-GAAP measures. See page 36 for more information.
2.
See
page 49 for an analysis of tangible and intangible additions in the
year.
3.
Includes
the impact of €148 million of Trade payables for which the
Group has extended payment terms from 30 to 90 days through the use
of reverse factoring at 31 March 2025 (31 March 2024:
€nil).
4.
Includes
working capital in respect of integration capital
additions.
5.
Interest
received and paid excludes €451 million outflow (FY24:
€406 million) in relation to the cash portion of interest on
lease liabilities included within Adjusted EBITDAaL.
6.
Other
movements in net debt for FY25 includes a net outflow from
discontinued operations of €120 million (FY24: €455
million inflow) and the repayment of borrowings secured against
Indian assets of €1,794 million (including €547 million
of accrued interest) following the disposal of the Group’s
interest in Indus Towers, offset by payments from Swisscom and
Zegona in respect of the future use of the Vodafone brand of
€491 million and €328 million in respect of proceeds
from the disposal of the Group’s residual 3% interest in
Indus Towers, which was classified as an Other investment. The
amount for FY24 includes mark-to-market losses recognised in the
income statement of €97 million and €185 million for
the repayment of debt in relation to licences and
spectrum.
Acquisitions
and disposals includes the disposal of 10% of Oak Holdings 1 GmbH
(€1,336 million) and the disposal of 18% of Indus Towers
Limited (€1,684 million). Additionally, the Group disposed of
Vodafone Spain to Zegona Communications plc (‘Zegona’)
for total cash consideration of €4,069 million (subject to
closing accounts adjustments), of which €3,669 million is
included in this line, and Vodafone Italy to Swisscom AG
(‘Swisscom’) for total cash consideration of
€7,885 million (after closing accounts adjustments), of which
€7,707 million is included in this line. The remaining
€400 million and €178 million respectively relates to
the future use of the Vodafone brand by Zegona and Swisscom and to
certain procurement services to be provided by the Group to
Zegona.
Adjusted
free cash flow was an inflow of €2,548 million in the period,
representing a decline of €52 million compared to the
comparative period.
|
Borrowings and cash position
|
|
|
|
|
|
|
|
|
Re-presented1
|
|
|
|
|
FY25
|
FY24
|
Reported
|
|
|
|
€m
|
€m
|
change %
|
|
Non-current borrowings
|
(46,096)
|
(49,259)
|
|
|
|
Current borrowings
|
(7,047)
|
(7,728)
|
|
|
|
Borrowings
|
(53,143)
|
(56,987)
|
|
|
|
Cash and cash equivalents
|
11,001
|
6,183
|
|
|
|
Borrowings less cash and cash equivalents
|
(42,142)
|
(50,804)
|
17.0
|
|
Note:
1.
On 1 April 2024,
the Group adopted amendments to IAS 1 ‘Presentation of
Financial Statements’ which has impacted the classification
of certain bonds between current borrowings and non-current
borrowings. See note 1 ‘Basis of preparation’ for more
information.
Borrowings
principally includes bonds of €36,402 million (31 March 2024:
€40,743 million), lease liabilities of €10,826 million
(31 March 2024: €9,672 million), cash collateral liabilities
of €2,357 million (31 March 2024: €2,628 million) and
€nil (31 March 2024: €1,720 million) of bank borrowings
that are secured against the Group’s shareholdings in Indus
Towers and Vodafone Idea.
The
decrease in borrowings of €3,844 million was primarily driven
by the repayment of the bank borrowings that are secured against
the Group’s shareholdings in Indus Towers and Vodafone Idea
assets of €1,794 million, repayment of bonds of €7,408
million and a net reduction in collateral liabilities of €271
million, partially offset by the issue of new bonds of €3,358
million, an increase in lease liabilities of €1,154 million
and an increase in bank loans and other borrowings of €1,335
million.
|
|
|
|
|
|
|
Funding position
|
|
|
|
|
|
|
FY25
|
FY24
|
Reported
|
|
|
|
|
€m
|
€m
|
change %
|
|
Bonds
|
(36,402)
|
(40,743)
|
|
|
|
Bank loans
|
(1,213)
|
(767)
|
|
|
|
Other borrowings including spectrum
|
(2,345)
|
(1,457)
|
|
|
|
Gross debt1
|
(39,960)
|
(42,967)
|
7.0
|
|
|
Cash and cash equivalents
|
11,001
|
6,183
|
|
|
|
Non-current investments in sovereign securities
|
913
|
–
|
|
|
|
Short-term investments2
|
5,280
|
3,225
|
|
|
|
Derivative financial instruments3
|
1,716
|
2,204
|
|
|
|
Net collateral liabilities4
|
(1,347)
|
(1,887)
|
|
|
|
Net debt1
|
(22,397)
|
(33,242)
|
32.6
|
|
Notes:
1.
Gross
debt and Net debt are non-GAAP measures. See page 36 for more
information.
2.
Short-term
investments include €2,139 million (31 March 2024:
€1,201 million) of highly liquid government and
government-backed securities and managed investment funds of
€3,141 million (31 March 2024: €2,024 million) that are
in highly rated and liquid money market investments with liquidity
of up to 90 days.
3.
Derivative
financial instruments exclude derivative movements in cash flow
hedging reserves of €574 million gain (31 March 2024:
€498 million gain).
4.
Collateral
arrangements on derivative financial instruments result in cash
being held as security. This is repayable when derivatives are
settled and is therefore deducted from liquidity.
Net
debt decreased by €10,845 million to €22,397 million.
This was driven by cash proceeds from acquisitions and disposals
(€13,917 million) and a free cash inflow of €1,850
million, partially offset by equity dividends of €1,787
million, share buybacks of €1,868 million and €1,794
million in relation to the repayment of borrowings secured against
Indian assets.
Other
funding considerations include:
|
|
FY25
|
FY24
|
|
|
|
|
|
€m
|
€m
|
|
|
Lease liabilities
|
(10,826)
|
(9,672)
|
|
|
|
Pension fund liabilities
|
(187)
|
(181)
|
|
|
|
Guarantees over loan issued by Australia joint venture
|
(1,479)
|
(1,479)
|
|
|
|
Equity characteristic of 50% attributed by credit rating agencies
to ‘Hybrid bonds’ included in net debt, EUR swapped
value of €8,162 million (€8,993 million as at 31 March
2024)
|
4,081
|
4,497
|
|
|
The
Group’s borrowings, which mainly include certain bonds that
have been designated in hedge relationships, are carried at
€899 million (2024: €1,229 million) higher than their
euro equivalent redemption value. In addition, where bonds are
issued in currencies other than euros, the Group has entered into
foreign currency swaps to fix the euro cash outflows on redemption.
The impact of these swaps is not reflected in gross debt and would
decrease the euro equivalent redemption value of the bonds by
€1,132 million (2024: €1,559 million).
Return on capital employed
Return
on capital employed (‘ROCE’) reflects how efficiently
we are generating profit with the capital we deploy. We calculate two ROCE measures: i) Pre-tax ROCE
for controlled operations only and ii) Post-tax ROCE including
associates and joint ventures.
ROCE calculated using GAAP measures for the year ended 31 March
2025 was -0.4% (FY24: 3.4%), impacted by impairment losses in
respect of Germany and Romania and a higher income tax expense,
which outweighed lower net financing cost.
The table below presents adjusted ROCE metrics.
|
|
FY25
|
FY24
|
Reported
|
|
|
%
|
%
|
Change pps
|
|
Pre-tax ROCE
(controlled)1
|
7.0%
|
7.2%
|
(0.2)
|
|
Post-tax ROCE (controlled and
associates/joint ventures)1
|
4.4%
|
4.4%
|
-
|
Note:
1.
ROCE
is calculated by dividing Operating profit by the average of
capital employed as reported in the consolidated statement of
financial position. Pre-tax ROCE (controlled) and Post-tax ROCE
(controlled and associates/joint ventures) are non-GAAP measures.
See page 36 for more information.
Funding facilities
As at
31 March 2025, the Group had undrawn revolving credit facilities of
€7.8 billion comprising euro and US dollar revolving credit
facilities of €4.1 billion and US$4.0 billion (€3.7
billion) which mature in 2030 and 2028 respectively. Both committed
revolving credit facilities support US and euro commercial paper
programmes of up to US$15 billion (€13.9 billion) and
€10 billion respectively.
Post employment benefits
As at
31 March 2025, the Group’s net surplus of scheme assets over
scheme liabilities was €55 million (€76 million net
surplus as at 31 March 2024).
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 during the week prior to the
payment of the dividend.
The
Board is recommending total dividends per share of 4.5 eurocents
for the year. This includes a final dividend of 2.25 eurocents
compared to 4.5 eurocents in the prior year.
The
ex-dividend date for the final dividend is 5 June 2025 for ordinary
shareholders and 6 June 2025 for ADR holders, the record date is 6
June 2025 and the dividend is payable on 1 August
2025.
Shareholders
may elect to receive their dividend in either eurocents or GBP and
the last day for election will be 11 July 2025. A Dividend
Reinvestment Plan (‘DRIP’) is provided by Equiniti
Financial Services Limited. The DRIP enables the Company’s
shareholders to elect to have their cash dividend payments used to
purchase the Company’s shares. The last date to receive
elections to join the DRIP is 11 July 2025. More information can be
found at www.shareview.co.uk/info/drip
and vodafone.com/dividends
|
Other significant developments
|
|
|
Board changes
Simon Dingemans was appointed as a Non-Executive Director,
effective 1 January 2025.
On 2 April 2025, the Group announced the following Board changes
which will take effect after the conclusion of the 2025 Annual
General Meeting (‘2025 AGM’):
-
Anne-Françoise
Nesmes will be appointed as a Non-Executive Director and join the
Audit and Risk Committee and ESG Committee, subject to shareholder
approval;
-
David
Nish will not seek re-election at the 2025 AGM and will retire as a
Board member, Senior Independent Director and Chair of the Audit
and Risk Committee;
-
Simon
Segars will be appointed Senior Independent Director and will also
join the Nominations and Governance Committee;
-
Simon
Dingemans will be appointed as Chair of the Audit and Risk
Committee and member of the Remuneration Committee;
-
Michel
Demaré will cease to be a member of the Nominations and
Governance Committee;
-
Christine
Ramon will cease to be a member of the ESG Committee and will join
the Remuneration Committee; and
-
Delphine
Ernotte Cunci will cease to be a member of the Remuneration
Committee and will join the Nominations and Governance
Committee.
On 7 May 2025, the Group announced that Luka Mucic will step down
as Group Chief Financial Officer no later than early
2026.
Executive Committee changes
Marika Auramo was appointed CEO of Vodafone Business and a member
of the Executive Committee, effective 1 July 2024.
Aldo Bisio stepped down as CEO of Vodafone Italy and a member of
the Executive Committee on 15 November 2024.
On 7 February 2025, the Group announced that Guillaume Boutin will
join in May 2025 as CEO Vodafone Investments & Strategy and a
member of the Executive Committee. Guillaume will succeed Serpil
Timuray who has decided to leave Vodafone at the end of June
2025.
Portfolio update
Vodafone Spain
On 31
May 2024, the Group announced that it had completed the sale of
Vodafone Holdings Europe, S.L.U. (‘Vodafone Spain’) to
Zegona Communications plc for €4.1 billion in cash (subject
to closing accounts adjustments) and €0.9 billion in the form
of redeemable preference shares.
Indus Towers
On 19
June 2024, the Group announced that it had sold an 18% stake in
Indus Towers Limited (‘Indus’) through an accelerated
book-building offering (‘placing’). The placing raised
INR 153.0 billion (€1.7 billion) in gross proceeds. Following
the placing, the Group held a 3.1% shareholding in Indus. On 10
January 2025, it was announced that this remaining stake had been
sold.
Vantage Towers
On 22
July 2024, the Group announced the sale of a further 10% stake in
Oak Holdings GmbH (‘Oak Holdings), the partnership that
co-controls Vantage Towers for €1.3 billion. Oak Holdings
owns 89.3% of Vantage Towers and the Group’s effective
ownership is 44.7% following the transaction.
Vodafone UK
On 5
December 2024, the UK’s Competition and Markets Authority
(‘CMA’) announced its approval of the combination of
Vodafone and Three in the UK. The merger is expected to formally
complete during the first half of 2025.
Vodafone Italy
On 2
January 2025, the Group announced that it had completed the sale of
its Italian operations (‘Vodafone Italy’) to Swisscom
AG (‘Swisscom’) for total cash consideration of
€7.9 billion (after closing accounts adjustments). As part of
the transaction, the Group and Swisscom have entered into an
agreement whereby Vodafone will continue to provide certain
services to Vodafone Italy for a period of up to five years post
deal completion.
|
Unaudited condensed consolidated financial statements
|
|
|
|
|
|
Consolidated income statement
|
|
|
|
|
|
|
2025
|
2024
|
|
|
Note
|
€m
|
€m
|
|
Revenue
|
|
37,448
|
36,717
|
|
Cost of sales
|
|
(24,929)
|
(24,459)
|
|
Gross profit
|
|
12,519
|
12,258
|
|
Selling and distribution expenses
|
|
(2,934)
|
(2,674)
|
|
Administrative expenses
|
|
(5,447)
|
(5,768)
|
|
Net credit losses on financial assets
|
|
(476)
|
(491)
|
|
Share of results of equity accounted associates and joint
ventures
|
|
(123)
|
(96)
|
|
Impairment (charge)/reversal
|
2
|
(4,515)
|
64
|
|
Other income
|
|
565
|
372
|
|
Operating (loss)/profit
|
|
(411)
|
3,665
|
|
Investment income
|
|
864
|
581
|
|
Financing costs
|
|
(1,931)
|
(2,626)
|
|
(Loss)/profit before taxation
|
|
(1,478)
|
1,620
|
|
Income tax expense
|
|
(2,246)
|
(50)
|
|
(Loss)/profit for the financial year - Continuing
operations
|
|
(3,724)
|
1,570
|
|
Loss for the financial year - Discontinued operations
|
3
|
(22)
|
(65)
|
|
(Loss)/profit for the financial year
|
|
(3,746)
|
1,505
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
– Owners of the parent
|
|
(4,169)
|
1,140
|
|
– Non-controlling interests
|
|
423
|
365
|
|
(Loss)/profit for the financial year
|
|
(3,746)
|
1,505
|
|
|
|
|
|
|
(Loss)/earnings per share - Continuing operations
|
|
|
|
|
– Basic
|
|
(15.86)c
|
4.45c
|
|
|
|
|
|
|
(Loss)/earnings per share - Total Group
|
|
|
|
|
– Basic
|
|
(15.94)c
|
4.21c
|
The
accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
|
Consolidated statement of comprehensive expense
|
|
||
|
|
|
2025
|
2024
|
|
|
|
€m
|
€m
|
|
(Loss)/profit for the financial year
|
|
(3,746)
|
1,505
|
|
Other comprehensive income/(expense):
|
|
|
|
|
Items that may be reclassified to the income statement in
subsequent years:
|
|
|
|
|
Foreign exchange translation differences, net of tax
|
|
321
|
(440)
|
|
Foreign exchange translation differences transferred to the income
statement
|
|
115
|
23
|
|
Other, net of tax1
|
|
36
|
(1,748)
|
|
Total items that may be reclassified to the income statement in
subsequent years
|
|
472
|
(2,165)
|
|
Items that will not be reclassified to the income statement in
subsequent years:
|
|
|
|
|
Fair value gains on equity instruments classified as other
investments, net of tax
|
|
116
|
–
|
|
Net actuarial (losses)/gains on defined benefit pension schemes,
net of tax
|
|
1
|
(58)
|
|
Total items that will not be reclassified to the income statement
in subsequent years
|
|
117
|
(58)
|
|
Other comprehensive income/(expense)
|
|
589
|
(2,223)
|
|
Total comprehensive expense for the financial year
|
|
(3,157)
|
(718)
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
– Owners of the parent
|
|
(3,485)
|
(920)
|
|
– Non-controlling interests
|
|
328
|
202
|
|
Total comprehensive expense for the financial year
|
|
(3,157)
|
(718)
|
Note:
1.
Principally
includes the impact of the Group’s cash flow hedges
recognised in other comprehensive income during the
period.
The
accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
|
Consolidated statement of financial position
|
|
|
|
|
|
|
|
|
|
|
|
Re-presented1
|
|
|
|
|
|
|
|
31 March
|
31 March
|
|
|
|
|
|
|
2025
|
2024
|
|
|
|
|
|
|
€m
|
€m
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
20,514
|
24,956
|
|
|
Other intangible assets
|
|
|
|
12,924
|
13,896
|
|
|
Property, plant and equipment
|
|
|
|
30,712
|
28,499
|
|
|
Investments in associates and joint ventures
|
|
|
|
6,892
|
10,032
|
|
|
Other investments
|
|
|
|
3,153
|
1,006
|
|
|
Deferred tax assets
|
|
|
|
19,033
|
20,177
|
|
|
Post employment benefits
|
|
|
|
242
|
257
|
|
|
Trade and other receivables
|
|
|
|
6,431
|
5,967
|
|
|
|
|
|
|
99,901
|
104,790
|
|
|
Current assets
|
|
|
|
|
|
|
|
Inventory
|
|
|
|
617
|
568
|
|
|
Taxation recoverable
|
|
|
|
174
|
76
|
|
|
Trade and other receivables
|
|
|
|
9,404
|
8,594
|
|
|
Other investments
|
|
|
|
7,424
|
5,092
|
|
|
Cash and cash equivalents
|
|
|
|
11,001
|
6,183
|
|
|
|
|
|
|
28,620
|
20,513
|
|
|
Assets held for sale
|
|
|
|
–
|
19,047
|
|
|
Total assets
|
|
|
|
128,521
|
144,350
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Called up share capital
|
|
|
|
4,319
|
4,797
|
|
|
Additional paid-in capital
|
|
|
|
149,834
|
149,253
|
|
|
Treasury shares
|
|
|
|
(6,791)
|
(7,645)
|
|
|
Accumulated losses
|
|
|
|
(123,503)
|
(114,641)
|
|
|
Accumulated other comprehensive income
|
|
|
|
28,886
|
28,202
|
|
|
Total attributable to owners of the parent
|
|
|
|
52,745
|
59,966
|
|
|
Non-controlling interests
|
|
|
|
1,171
|
1,032
|
|
|
Total equity
|
|
|
|
53,916
|
60,998
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
Borrowings
|
|
|
|
46,096
|
49,259
|
|
|
Share of net liabilities in joint ventures and
associates
|
|
|
|
96
|
–
|
|
|
Deferred tax liabilities
|
|
|
|
798
|
699
|
|
|
Post employment benefits
|
|
|
|
187
|
181
|
|
|
Provisions
|
|
|
|
1,430
|
1,615
|
|
|
Non-debt liabilities in respect of written put options
|
|
|
|
97
|
–
|
|
|
Trade and other payables
|
|
|
|
3,147
|
2,328
|
|
|
|
|
|
|
51,851
|
54,082
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Borrowings
|
|
|
|
7,047
|
7,728
|
|
|
Taxation liabilities
|
|
|
|
578
|
393
|
|
|
Provisions
|
|
|
|
1,066
|
833
|
|
|
Trade and other payables
|
|
|
|
14,063
|
13,398
|
|
|
|
|
|
|
22,754
|
22,352
|
|
|
Liabilities held for sale
|
|
|
|
–
|
6,918
|
|
|
Total equity and liabilities
|
|
|
|
128,521
|
144,350
|
|
Note:
1.
On 1 April 2024,
the Group adopted amendments to IAS 1 ‘Presentation of
Financial Statements’ which has impacted the classification
of certain bonds between current borrowings and non-current
borrowings. See note 1 ‘Basis of preparation’ for more
information.
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 2023
|
4,797
|
149,145
|
(7,719)
|
(82,824)
|
63,399
|
1,084
|
64,483
|
|
Issue or reissue of shares
|
–
|
–
|
74
|
(72)
|
2
|
–
|
2
|
|
Share-based payments
|
–
|
108
|
–
|
–
|
108
|
7
|
115
|
|
Transactions with non-controlling interests in
subsidiaries
|
–
|
–
|
–
|
(26)
|
(26)
|
(5)
|
(31)
|
|
Share of equity-accounted entities changes in equity
|
–
|
–
|
–
|
(164)
|
(164)
|
–
|
(164)
|
|
Comprehensive (expense)/income
|
–
|
–
|
–
|
(920)
|
(920)
|
202
|
(718)
|
|
Dividends
|
–
|
–
|
–
|
(2,433)
|
(2,433)
|
(256)
|
(2,689)
|
|
31 March 2024
|
4,797
|
149,253
|
(7,645)
|
(86,439)
|
59,966
|
1,032
|
60,998
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Comprehensive income
|
–
|
–
|
–
|
(3,485)
|
(3,485)
|
328
|
(3,157)
|
|
Dividends
|
–
|
–
|
–
|
(1,795)
|
(1,795)
|
(246)
|
(2,041)
|
|
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
|
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.
The
accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
|
Consolidated statement of cash flows
|
|
|
|
|
|
|
|
|
|
|
2025
|
2024
|
|
|
|
|
|
€m
|
€m
|
|
Inflow from operating activities
|
|
|
|
15,373
|
16,557
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
Purchase of interests in subsidiaries, net of cash
acquired
|
|
|
|
(9)
|
–
|
|
Purchase of interests in associates and joint ventures
|
|
|
|
(321)
|
(75)
|
|
Purchase of intangible assets
|
|
|
|
(2,375)
|
(2,641)
|
|
Purchase of property, plant and equipment
|
|
|
|
(4,324)
|
(4,219)
|
|
Purchase of investments
|
|
|
|
(3,499)
|
(1,233)
|
|
Disposal of interests in subsidiaries, net of cash
disposed
|
|
|
|
11,221
|
(67)
|
|
Disposal of interests in associates and joint ventures
|
|
|
|
3,021
|
500
|
|
Disposal of property, plant and equipment and intangible
assets
|
|
|
|
9
|
15
|
|
Disposal of investments
|
|
|
|
737
|
1,931
|
|
Dividends received from associates and joint ventures
|
|
|
|
530
|
442
|
|
Interest received
|
|
|
|
556
|
542
|
|
Cash outflows from discontinued operations
|
|
|
|
(787)
|
(1,317)
|
|
Inflow/(outflow) from investing activities
|
|
|
|
4,759
|
(6,122)
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Proceeds from issue of long-term borrowings
|
|
|
|
4,680
|
1,533
|
|
Repayment of borrowings
|
|
|
|
(12,963)
|
(8,970)
|
|
Net movement in short-term borrowings
|
|
|
|
78
|
(1,636)
|
|
Net movement in derivatives
|
|
|
|
404
|
144
|
|
Interest paid
|
|
|
|
(2,705)
|
(2,227)
|
|
Payments for settlement of written put options
|
|
|
|
–
|
(493)
|
|
Purchase of treasury shares
|
|
|
|
(1,868)
|
–
|
|
Issue of ordinary share capital and reissue of treasury
shares
|
|
|
|
3
|
3
|
|
Equity dividends paid
|
|
|
|
(1,787)
|
(2,430)
|
|
Dividends paid to non-controlling shareholders in
subsidiaries
|
|
|
|
(249)
|
(260)
|
|
Other transactions with non-controlling shareholders in
subsidiaries
|
|
|
|
8
|
(16)
|
|
Cash outflows from discontinued operations
|
|
|
|
(879)
|
(1,503)
|
|
Outflow from financing activities
|
|
|
|
(15,278)
|
(15,855)
|
|
|
|
|
|
|
|
|
Net cash inflow/(outflow)
|
|
|
|
4,854
|
(5,420)
|
|
Cash and cash equivalents at the beginning of the financial
year1
|
|
|
|
6,114
|
11,628
|
|
Exchange loss on cash and cash equivalents
|
|
|
|
(75)
|
(94)
|
|
Cash and cash equivalents at the end of the financial
year1
|
|
|
|
10,893
|
6,114
|
Note:
1.
Comprises cash and
cash equivalents as presented in the consolidated statement of
financial position of €11,001 million (€6,183 million
as at 31 March 2024), together with overdrafts of €108
million (€111 million as at 31 March 2024) and €Nil
million (€42 million as at 31 March 2024) of cash and cash
equivalents included within Assets held for sale.
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 2024, except as disclosed below, 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 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 2024 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 2025 are
made available on the Company’s website, which is expected to
be in June 2025.
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 affects only that period or in
the period of the revision and future periods if the revision
affects both current and future periods.
Going concern
The
Group has €10.9 billion of cash and cash equivalents as at 31
March 2025 which, together with undrawn revolving credit facilities
of €7.8 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 2025. 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.
New accounting pronouncements adopted
On 1
April 2024, the Group adopted certain new accounting policies where
necessary to comply with amendments to IFRS. Further details are
provided in the Group’s Annual Report for the year ended 31
March 2024. One of the amendments impacts these unaudited condensed
consolidated financial statements and is explained
below.
Amendments to IAS 1 ‘Presentation of Financial
Statements’
The
Group classified balances relating to certain bonds as current
liabilities if it was the Group’s intention to exercise
options to redeem them within 12 months of the reporting
date. Following the adoption of the IAS 1 amendments on 1
April 2024, bonds that are repayable in more than 12 months are
classified as non-current liabilities regardless of any intention
to redeem the bonds early. The impact of adopting the
amendments on the consolidated statement of financial position at
31 March 2024 is a €931 million reduction to the value of
bonds presented within current borrowings which have been
re-presented as bonds within non-current
borrowings.
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.
For the
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 reflect management’s latest assessment of likely
trading and economic conditions in the five-year business
plan.
The
impairment charge in relation to Vodafone Germany has primarily
arisen 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 is materially higher competitive
intensity, in the mobile market in the current year compared to
FY24, impacting our 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 project 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
2 Impairment
review (continued)
Year ended 31 March 2024
For the
year ended 31 March 2024, no impairments were recognised for any
cash-generating units within the Group’s continuing
operations. The Group recognised a reversal of the 31 March 2023
impairment of £64 million in the consolidated income statement
within operating profit relating to our investment in Indus
Towers.
The
table below shows the key assumptions used in the value in use
calculation for Germany.
|
|
Assumptions used in value in use calculation
|
|
|
|
|
Germany
|
|
|
|
%
|
|
Pre-tax discount rate
|
|
8.3
|
|
Long-term growth rate
|
|
1.0
|
|
Projected adjusted EBITDAaL CAGR1
|
|
2.4
|
|
Projected capital expenditure2
|
|
17.4 - 19.9
|
The
estimated recoverable amount of the Group’s operations in
Germany exceeded the carrying value by €2.3 billion. If the
assumptions used in the impairment review were changed to a greater
extent than as presented in the following table, the changes would,
in isolation, lead to an impairment loss being recognised for the
year ended 31 March 2024.
|
|
Change required for carrying value to equal recoverable
amount
|
|
|
|
|
Germany
|
|
|
|
pps
|
|
Pre-tax discount rate
|
|
0.5
|
|
Long-term growth rate
|
|
(0.4)
|
|
Projected adjusted EBITDAaL CAGR1
|
|
(1.2)
|
|
Projected capital expenditure2
|
|
3.9
|
Notes:
1.
Projected adjusted
EBITDAaL CAGR is expressed as the compound annual growth rates in
the initial five years for all cash-generating units of the plans
used for impairment testing.
2.
Projected capital
expenditure, which excludes licences and spectrum, is expressed as
capital expenditure as a percentage of revenue in the initial five
years for all cash-generating units of the plans used for
impairment testing.
Notes to the unaudited condensed consolidated financial
statements
3 Discontinued
operations and disposals
The Group classifies non-current assets and liabilities within
disposal groups (‘assets’) as held for sale if the
assets are available immediately for sale in their present
condition, management is committed to a plan to sell the assets
under usual terms, it is highly probable that their carrying
amounts will be recovered principally through a sale transaction
rather than through continuing use and the sale is expected to be
completed within one year from the date of the initial
classification.
Assets and liabilities classified as held for sale are presented
separately as current items in the consolidated statement of
financial position and are measured at the lower of their carrying
amount and fair value less costs to sell. Property, plant and
equipment and intangible assets are not depreciated or amortised
once classified as held for sale. Similarly, equity accounting
ceases for associates and joint ventures held for
sale.
Where operations constitute a separately reportable segment and
have been disposed of, or are classified as held for sale, the
Group classifies such operations as discontinued.
Discontinued operations are excluded from the results of continuing
operations and are presented as a single amount as profit or loss
after tax from discontinued operations in the consolidated income
statement. Discontinued operations are also excluded from segment
reporting. All other notes to the unaudited condensed consolidated
financial statements include amounts for continuing operations,
unless indicated otherwise.
Transactions between the Group's continuing and discontinued
operations are eliminated in full in the Consolidated income
statement. To the extent that the Group considers that the
commercial relationships with discontinued operations will continue
post-disposal, transactions are reflected within continuing
operations with an opposite charge or credit reflected within the
results of discontinued operations resulting in a net nil impact on
the Group’s profit for the financial year for the years
presented.
Disposal of Vodafone Spain
On 31 October 2023, the Group announced that it had entered into
binding agreements with Zegona Communications plc
(’Zegona’) in relation to the disposal of 100% of
Vodafone Holdings Europe, S.L.U. (‘Vodafone Spain’).
The disposal completed on 31 May 2024 and resulted in a loss on
disposal of €148 million.
Disposal of Vodafone Italy
On 15 March 2024, the Group announced that it had entered into a
binding agreement with Swisscom AG (‘Swisscom’) in
relation to the disposal of 100% of Vodafone Italia S.p.A.
(’Vodafone Italy’). The disposal completed on 31
December 2024 and resulted in a loss on disposal of €1,133
million.
Discontinued operations
The results of Vodafone Spain and Vodafone Italy were reported as
discontinued operations in the prior year ended 31 March 2024 and
through to the date of disposal during the year ended 31 March
2025. The assets and liabilities of both were presented as held for
sale in the consolidated statement of financial position in the
prior year.
A summary of the results of these discontinued operations is
below.
|
|
2025
|
2024
|
|
|
€m
|
€m
|
|
Profit/(loss) for the financial year - Discontinued
operations
|
|
|
|
Vodafone Spain1
|
53
|
(5)
|
|
Vodafone Italy2
|
(75)
|
(60)
|
|
Total
|
(22)
|
(65)
|
|
|
|
|
|
Loss per share - Discontinued operations
|
|
|
|
- Basic
|
(0.08)c
|
(0.24)c
|
|
- Diluted
|
(0.08)c
|
(0.24)c
|
Notes:
1.
The results for
Vodafone Spain are for the two months to 31 May 2024 when the sale
concluded.
2.
Theresults for
Vodafone Italy are for the nine months to 31 December 2024 when the
sale concluded.
Notes to the unaudited condensed consolidated financial
statements
3 Discontinued
operations and disposals (continued)
Segment analysis of discontinued operations
|
Vodafone Spain
|
2025
|
2024
|
|
€m
|
€m
|
|
|
Revenue
|
603
|
3,773
|
|
Cost of sales
|
(321)
|
(2,593)
|
|
Gross profit
|
282
|
1,180
|
|
Selling and distribution expenses
|
(27)
|
(259)
|
|
Administrative expenses
|
(34)
|
(435)
|
|
Net credit losses on financial assets
|
(15)
|
(120)
|
|
Operating profit
|
206
|
366
|
|
Investment income
|
3
|
29
|
|
Financing costs
|
(8)
|
(56)
|
|
Profit before taxation
|
201
|
339
|
|
Income tax credit
|
–
|
1
|
|
Profit after tax of discontinued operations
|
201
|
340
|
|
|
|
|
|
After tax loss on the re-measurement of disposal group
|
–
|
(345)
|
|
|
|
|
|
Loss on sale of disposal group
|
(148)
|
–
|
|
|
|
|
|
Profit/(loss) for the financial year from discontinued
operations
|
53
|
(5)
|
|
|
|
|
|
Total comprehensive income/(expense) for the financial year from
discontinued operations
|
|
|
|
Attributable to owners of the parent
|
53
|
(5)
|
|
Vodafone Italy
|
2025
|
2024
|
|
€m
|
€m
|
|
|
Revenue
|
3,356
|
4,579
|
|
Cost of sales
|
(1,293)
|
(3,438)
|
|
Gross profit
|
2,063
|
1,141
|
|
Selling and distribution expenses
|
(160)
|
(244)
|
|
Administrative expenses
|
(356)
|
(760)
|
|
Net credit losses on financial assets
|
(36)
|
(51)
|
|
Operating profit
|
1,511
|
86
|
|
Financing costs
|
(66)
|
(86)
|
|
Profit before taxation
|
1,445
|
–
|
|
Income tax (expense)/credit
|
(387)
|
23
|
|
Profit after tax of discontinued operations
|
1,058
|
23
|
|
|
|
|
|
After tax loss on the re-measurement of disposal group
|
–
|
(83)
|
|
|
|
|
|
Loss on sale of disposal group
|
(1,133)
|
–
|
|
|
|
|
|
Loss for the financial year from discontinued
operations
|
(75)
|
(60)
|
|
|
|
|
|
Total comprehensive expense for the financial year from
discontinued operations
|
|
|
|
Attributable to owners of the parent
|
(72)
|
(71)
|
Notes to the unaudited condensed consolidated financial
statements
3 Discontinued
operations and disposals (continued)
Assets held for sale
There are no assets and liabilities held for sale at 31 March
2025.
Assets and liabilities held for sale at 31 March 2024 comprised
Vodafone Spain and Vodafone Italy. The relevant assets and
liabilities are detailed in the table below.
|
|
Vodafone
|
Vodafone
|
|
|
|
Spain
|
Italy
|
Total
|
|
|
€m
|
€m
|
€m
|
|
Non-current assets
|
|
|
|
|
Goodwill
|
-
|
2,398
|
2,398
|
|
Other intangible assets
|
987
|
3,331
|
4,318
|
|
Property, plant and equipment
|
4,957
|
4,307
|
9,264
|
|
Other investments
|
2
|
-
|
2
|
|
Deferred tax assets
|
-
|
461
|
461
|
|
Trade and other receivables
|
223
|
167
|
390
|
|
|
6,169
|
10,664
|
16,833
|
|
Current assets
|
|
|
|
|
Inventory
|
39
|
134
|
173
|
|
Taxation recoverable
|
-
|
77
|
77
|
|
Trade and other receivables
|
805
|
1,117
|
1,922
|
|
Cash and cash equivalents
|
13
|
29
|
42
|
|
|
857
|
1,357
|
2,214
|
|
|
|
|
|
|
Assets held for sale
|
7,026
|
12,021
|
19,047
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
878
|
1,509
|
2,387
|
|
Deferred tax liabilities
|
3
|
-
|
3
|
|
Post employment benefits
|
-
|
45
|
45
|
|
Provisions
|
158
|
115
|
273
|
|
Trade and other payables
|
43
|
120
|
163
|
|
|
1,082
|
1,789
|
2,871
|
|
Current liabilities
|
|
|
|
|
Borrowings
|
346
|
673
|
1,019
|
|
Taxation liabilities
|
-
|
12
|
12
|
|
Provisions
|
23
|
67
|
90
|
|
Trade and other payables
|
1,203
|
1,723
|
2,926
|
|
|
1,572
|
2,475
|
4,047
|
|
|
|
|
|
|
Liabilities held for sale
|
2,654
|
4,264
|
6,918
|
Notes to the unaudited condensed consolidated financial
statements
4 Dividends
|
|
2025
|
2024
|
|
|
€m
|
€m
|
|
Declared during the financial year
|
|
|
|
Final dividend for the year ended 31 March 2024: 4.50 eurocents per
share
|
1,212
|
1,215
|
|
(2023: 4.50 eurocents per share)
|
|
|
|
Interim dividend for the year ended 31 March 2025: 2.25 eurocents
per share
|
583
|
1,218
|
|
(2024: 4.50 eurocents per share)
|
|
|
|
|
1,795
|
2,433
|
|
|
|
|
|
Proposed after the end of the year and not recognised as a
liability
|
|
|
|
Final dividend for the year ended 31 March 2025: 2.25 eurocents per
share
|
558
|
1,219
|
|
(2024: 4.50 eurocents per share)
|
|
|
5 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 between the Group and
Vodafone Idea Limited (‘VIL’) pursuant to the
difference between the crystallisation of certain identified
contingent liabilities in relation to legal, regulatory, tax and
other matters, and refunds relating to Vodafone India and Idea
Cellular. Cash payments or cash receipts relating to these matters
must have been made or received by VIL before any amount becomes
due from or owed to the Group. Any future payments by the Group to
VIL as a result of this agreement would only be made after
satisfaction of this and other contractual conditions. The
Group’s maximum potential exposure under this mechanism is
capped at INR 64 billion (€695 million).
The
final liability calculation date under the CLAM is 30 June 2025 and
no further cash payments are considered probable from the Group as
at 31 March 2025.
The
carrying value of the Group’s investment in VIL is €nil
and the Group is recording no further share of losses in respect of
VIL. The Group’s potential exposure to liabilities within VIL
is capped by the mechanism described above; consequently,
contingent liabilities arising from litigation in India concerning
the operations of Vodafone India are not reported.
Indus Towers
Under
the terms of the Indus and Bharti Infratel merger in November 2020,
a security package was agreed for the benefit of the newly created
merged entity, Indus Towers, which could be invoked in the event
that VIL was unable to make payments to Indus Towers for the use of
towers space. The remaining element of the security package at 31
March 2024 was a secondary pledge over the shares owned by Vodafone
Group in Indus Towers, ranking behind Vodafone’s existing
lenders for the outstanding bank borrowings of €1.7 billion
as at 31 March 2024 secured against Indian assets (‘the bank
borrowings’), with a maximum liability cap of INR 42.5
billion (€472 million). In the event of non-payment of
relevant liabilities by VIL, Indus Towers had recourse to any
secondary pledged shares, after repayment of the bank borrowings in
full, up to the value of the liability cap.
The
Group disposed of its investment in Indus Towers in two tranches
during June and December 2024. Following the sales the bank
borrowings were fully repaid and, in January 2025, surplus proceeds
of INR 19.1 billion (€207 million) were invested in newly
issued VIL equity, which VIL immediately used to partially settle
outstanding MSA obligations to Indus Towers resulting in the
release of the secondary pledge.
Notes to the unaudited condensed consolidated financial
statements
5 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
VISPL tax claims
Vodafone
India Services Private Limited (‘VISPL’) has
outstanding tax disputes with the Indian tax authorities
predominantly relating to Vodafone’s acquisition of Hutchison
Essar (later renamed as Vodafone India Limited) covering five
assessment years between 2008-09 and 2014-15. The total value of
the tax authority claims for those assessment years as at 31 March
2024 was approximately €468 million plus interest, and
penalties of up to 300% of the principal.
VISPL
is taking part in a tax amnesty scheme to resolve these tax
disputes. As part of this scheme, in February 2025, VISPL made a
payment of €130 million to the Indian tax authorities for
assessment year 2008-09. For the other assessment years, once
multiple tax credits, offsets and all tax technical issues have
been resolved for the different assessment years, we anticipate
VISPL will obtain a net repayment of €13 million. The amnesty
gives rise to an income statement tax charge of €185 million
due to tax deposits previously held as recoverable assets being
written-off.
Netherlands tax case
Vodafone
Europe BV (‘VEBV’) received assessments totalling
€267 million in tax and interest from the Dutch tax
authorities, who challenged the application of the arm’s
length principle in relation to various intra-group financing
transactions. VEBV appealed against these assessments to the
District Court of the Hague where a hearing was held in March 2023.
The District Court issued its judgement in July 2023, upholding
VEBV’s appeal in relation to the majority of issues and
requiring the Dutch tax authorities to significantly reduce its
assessments. VEBV and the Dutch tax authorities subsequently
appealed the District Court’s judgement before the Court of
Appeal of The Hague where the appeal hearing was held in February
2025. A decision is expected during summer 2025.
The
Group continues to believe it has robust defences but has recorded
a provision of €26 million for tax and accrued interest
reflecting the July 2023 judgement and the Group’s current
view of the probable financial outflow required to fully resolve
the issue.
Notes to the unaudited condensed consolidated financial
statements
5 Contingent
liabilities and legal proceedings (continued)
Other cases in the Group
Germany: price increase class action
In
November 2023, the Verbraucherzentrale Bundesverband (Federation of
German Consumer Organisations) initiated a class action against
Vodafone Germany in the Hamm Higher Regional Court. Vodafone
Germany implemented price increases of €5 per month for fixed
lines services in 2023 in response to higher costs. The claim
alleges that terms regarding price increases in the consumer
contracts entered into by Vodafone Germany’s customers up
until August 2023 are invalid under German civil law and seeks
reimbursement of the additional charges plus interest. Customers
must enter their details onto the register of collective actions on
the Federal Office of Justice website in order to participate in
the claim. The register opened in April 2024 and as at 31 March
2025, approximately 99,200 customers had registered. Vodafone
Germany filed its defence in August 2024 and a hearing will take
place on 3 December 2025.
Whilst
the Group intends to defend the claim, it is not able to determine
the likelihood or estimate the amount of any possible financial
loss at this stage of the proceedings.
Germany: claims regarding transfer of data to credit
agencies
Individual
consumers are bringing claims against Vodafone Germany and/or the
other national network operators alleging that information was
passed to credit agencies up to February 2024 about contracts for
mobile services without consumer consent. The claims seek damages
of up to €5,000 per contract for GDPR (General Data
Protection Regulation) infringement. As at 28 March 2025, Vodafone
Germany had been notified of 534 claims filed in various regional
courts. Out of 314 court judgements issued so far, Vodafone Germany
has been successful in all but seven claims in which damages in the
range of €100 - €400 were awarded to the consumer. The
other national network operators are facing similar
claims.
The
Group’s position is that the transfer of data about the
existence of a consumer contract (and not about payments in
relation to the contract) to credit agencies is standard practice
and justified for the purposes of fraud prevention. However, given
the consumer claims, Vodafone Germany has stopped this
activity.
Although
the total potential number of claims and financial losses is
uncertain, the Group believes it has valid defences and that no
present obligation exists based on all available
evidence.
Germany: investigation by federal data protection
authority
In
2021, the BfDI (Federal Commissioner for Data Protection and
Freedom of Information) started an investigation into potential
breaches of the GDPR in relation to the systems used by Vodafone
Germany’s sales partners to manage customer
data.
The
investigation is in the process of being settled between Vodafone
Germany and the BfDI.
A
provision immaterial to the financial statements has been
recorded.
Germany: investigation by competition authority regarding
1&1
In
December 2021 1&1 entered into an agreement with Vantage Towers
for the provision of infrastructure for antenna sites. Vantage
Towers sub-contracted certain aspects of the delivery under the
agreement to Vodafone Germany.
In
March 2023, Vodafone Germany and Vodafone Group (together
‘Vodafone’) were informed that 1&1 had submitted a
complaint to the Bundeskartellamt (‘BkA’), the
competition authority in Germany, alleging infringements of
competition law. Following the start of a formal investigation in
June 2023, the BkA issued a Statement of Objections on 11 April
2025 with its view that the delayed provision by Vodafone and
Vantage Towers of the contractually agreed tower locations acted as
an obstacle to 1&1’s market entry and an abuse of
dominance. Vodafone’s response to the Statement of Objections
will be submitted to the BkA on 11 June 2025.
Vodafone
is currently unable to estimate any possible loss but, while the
outcome is uncertain, the Group believes it has valid defences and
that it is probable no present obligation exists.
Notes to the unaudited condensed consolidated financial
statements
5 Contingent
liabilities and legal proceedings (continued)
Italy: Iliad v Vodafone Italy
In July
2019, Iliad filed a claim for €500 million against Vodafone
Italy in the Civil Court of Milan. The claim alleges
anti-competitive behaviour in relation to customer portability and
certain advertising campaigns by Vodafone Italy. The main hearing
on the merits of the claim took place on 8 June 2021. On 17 April
2023, the Civil Court issued a judgement in Vodafone Italy's favour
and rejected Iliad's claim for damages in full. Iliad filed an
appeal before the Court of Appeal of Milan in June 2023. The appeal
process is ongoing and a hearing will take place on 25 June 2025
for final arguments.
Following
the divestment of Vodafone Italy, this claim is subject to an
indemnity provided by the Group to Swisscom. The Group is currently
unable to estimate any possible loss in this claim in the event of
an adverse judgement on appeal but, while the outcome is uncertain,
the Group believes that Vodafone Italy has valid defences and that
it is probable that no present obligation exists.
Greece: Papistas Holdings SA, Mobile Trade Stores (formerly
Papistas SA) and Athanasios and Loukia Papistas v Vodafone
Greece
In
October 2019, Mr. and Mrs. Papistas, and companies owned or
controlled by them, filed several claims against Vodafone Greece
with a total value of approximately €330 million for
purported damage caused by the alleged abuse of dominance and
wrongful termination of a franchise arrangement with a Papistas
company. Lawsuits which the Papistas claimants had previously
brought against Vodafone Greece, including one also citing Vodafone
Group Plc and certain Directors and officers of Vodafone as
defendants, were either withdrawn or left dormant. Vodafone Greece
filed a counter claim and all claims were heard in February 2020.
All of the Papistas claims were rejected by the Athens Court of
First Instance because the stamp duty payments required to have the
merits of the case considered had not been made. Vodafone
Greece’s counter claim was also rejected. The Papistas
claimants and Vodafone Greece each filed appeals. Following
hearings in February and May 2023, the Court of Appeal dismissed
both of the appeals, in the case of the Papistas claimants because
the stamp duty payments had again not been made. Whether the
Papistas claimants will appeal the judgement is unknown as at the
date of this report. There was a further hearing in February 2025
about one aspect of the appeal proceedings and the decision of the
Court of Appeal is awaited.
Vodafone
is continuing vigorously to defend the claims and based on the
progress of the litigation so far the Group believes that it is
highly unlikely that there will be an adverse ruling for the Group.
On this basis, the Group does not expect the outcome of these
claims to have a material financial impact.
UK: Phones 4U in Administration v Vodafone Limited, Vodafone Group
Plc and Others
In
December 2018, the administrators of former UK indirect seller,
Phones 4U, sued the three main UK mobile network operators
(‘MNOs’),
including Vodafone, and their parent companies in the English High
Court. The administrators alleged collusion between the MNOs to
withdraw their business from Phones 4U thereby causing its
collapse. The judge ordered that there should be a split trial
between liability and damages. The first trial on liability took
place from May to July 2022. On 10 November 2023, the High Court
issued a judgement in Vodafone’s favour and rejected Phones
4U’s allegations that the defendants were in breach of
competition law, consistent with Vodafone’s previously stated
position that a present obligation does not exist. Phones 4U has
been granted permission to appeal the judgement from the Court of
Appeal. The appeal hearing is scheduled for 19 - 23 May
2025.
The
Group is vigorously defending the appeal and is not able to
estimate any possible loss in the event of an adverse judgement on
appeal.
South Africa: Kenneth Makate v Vodacom (Pty) Limited
Mr
Kenneth Makate, a former employee of Vodacom Pty Limited
(‘Vodacom South Africa’), started legal proceedings in
2008 claiming compensation for a business idea that led to the
development of a service known as ‘Please Call Me’
(‘PCM’). In July
2014, the Gauteng High Court (‘the High Court’) ruled
that Mr Makate had proven the existence of a contract, but that
Vodacom South Africa was not bound by that contract because the
responsible director did not have authority to enter into such an
agreement on Vodacom South Africa’s behalf. The High Court
and Supreme Court of Appeal (‘the SCA’) turned down Mr
Makate’s application for leave to appeal in December 2014 and
March 2015, respectively.
Notes to the unaudited condensed consolidated financial
statements
5 Contingent
liabilities and legal proceedings (continued)
In
April 2016, the Constitutional Court of South Africa (‘the
Constitutional Court’) granted leave to appeal and upheld Mr
Makate’s appeal. It found that Vodacom South Africa is bound
by an agreement and ordered the parties to negotiate, in good
faith, and agree a reasonable compensation amount payable to Mr
Makate or, in the event of a deadlock, for the matter to be
referred to Vodacom Group’s Chief Executive Officer
(‘the CEO’) for determination. Mr Makate’s
application for the aforementioned order to be varied from the
determination of an amount to a compensation model based on a share
of revenue was dismissed by the Constitutional Court. In accordance
with the Constitutional Court order, and after negotiations failed,
the CEO issued his determination on 9 January 2019. However, the
CEO’s award of R47million (€2 million) was rejected by
Mr Makate, who subsequently brought an application in the High
Court for the review of the CEO’s determination and award.
The
High Court, in a judgement delivered on 8 February 2022, set aside
the CEO’s determination and ordered him to reassess the
amount employing a set of criteria which would have resulted in the
payment of a higher compensation amount, for the benefit of Mr
Makate, than that determined by the CEO. Vodacom South Africa
appealed against the judgement and the order of the High Court to
the SCA. The SCA heard the appeal on 9 May 2023 and its judgement
was handed down on 6 February 2024. A majority of three
judges, with a minority of two judges dissenting, dismissed
the appeal and ruled that Mr Makate is entitled to be paid 5% -
7.5% of the total revenue of the PCM product from March 2001 to the
date of the judgement, plus interest.
On 27
February 2024, Vodacom South Africa applied for leave to appeal the
judgement and order of the SCA to the Constitutional Court,
resulting in the suspension of the operation of the judgement and
order of the SCA. On 26 August 2024, the Constitutional Court
issued a directive that it would hear Vodacom South Africa’s
application for leave to appeal in tandem with its appeal against
the SCA judgement and order. The matter was heard on 21 November
2024 and Vodacom South Africa awaits a decision from the
Constitutional Court.
Vodacom
South Africa is challenging the SCA’s judgement and order on
various grounds including, but not limited to, the SCA ignoring the
evidence placed before it on the computation of the quantum of
compensation payable to Mr Makate, as well as the SCA issuing
orders that are incapable of implementation and
enforcement.
The
CEO’s determination in 2019 amounted to R47 million (€2
million). The minority judgement of the SCA raised Mr
Makate’s compensation to an amount payable of R186 million
(€10 million). The value of the compensation amount for Mr
Makate, as per the SCA’s majority judgement and order, would
at a minimum be R29 billion (€1.5 billion). Mr Makate,
in his recent submissions to the Constitutional Court, has stated
that his request is for compensation in the capital amount of R9.4
billion (€473 million), plus interest from 18 January 2019.
Consequently, the range of the possible compensation outcomes in
this matter is very wide.
The
amount ultimately payable to Mr Makate is uncertain and will depend
on the success of Vodacom South Africa’s appeal to the
Constitutional Court against the judgement and order of the SCA, on
the merits of the case. The Group is continuing to challenge the
level of compensation payable to Mr Makate and a provision
immaterial to the financial statements has been
recorded.
UK: Mr Justin Gutmann v Vodafone Limited and Vodafone Group
Plc
In
November 2023, Mr Gutmann issued claims in the Competition Appeal
Tribunal (‘CAT’) seeking permission, as a proposed
class representative, to bring collective proceedings on an opt-out
basis against the four UK mobile network operators
(‘MNOs’) and, in the case of Vodafone Limited and EE
Limited, their respective parent companies. Vodafone Group Plc and
Vodafone Limited are named defendants to one of the claims with an
alleged value of £1.4 billion (approximately €1.7
billion), including interest. It is alleged that Vodafone and the
other MNOs used their alleged market dominance to overcharge
customers after the expiry of the minimum terms of certain mobile
contracts (referred to as a ‘loyalty penalty’). A
hearing took place before the CAT from 31 March to 2 April 2025 to
determine Mr Gutmann’s application for certification of the
class and Vodafone’s application for strike out of certain
parts of the claim based on limitation. The decision is expected
later this year.
Taking
into account all available evidence at this stage, the
Group’s assessment is that the allegations are without merit
and it intends to defend the claim. The Group is currently unable
to estimate any possible loss in regards to this issue but, while
the outcome is uncertain, the Group believes it is probable that no
present obligation exists.
|
Non-GAAP measures
|
|
|
In the
discussion of the Group’s reported operating results,
non-GAAP measures are presented to provide readers with additional
financial information that is regularly reviewed by management.
This additional information presented is not uniformly defined by
all companies including those in the Group’s industry.
Accordingly, it may not be comparable with similarly titled
measures and disclosures by other companies. Additionally, certain
information presented is derived from amounts calculated in
accordance with IFRS but is not itself a measure defined under
GAAP. Such measures should not be viewed in isolation or as an
alternative to the equivalent GAAP measure.
The
non-GAAP measures discussed in this document are listed
below.
|
Non-GAAP measure
|
Defined on page
|
Closest equivalent GAAP measure
|
Reconciled on page
|
|
Performance metrics
|
|
|
|
|
Organic
revenue growth
|
Page
37
|
Revenue
|
Pages
38, 40 and 41
|
|
Organic
service revenue growth
|
Page
37
|
Service
revenue
|
Pages
38, 40 and 41
|
|
Organic
mobile service revenue growth
|
Page
37
|
Service
revenue
|
Pages
38, 40 and 41
|
|
Organic
fixed service revenue growth
|
Page
37
|
Service
revenue
|
Pages
38, 40 and 41
|
|
Organic
Vodafone Business service revenue growth
|
Page
37
|
Service
revenue
|
Pages
38, 40 and 41
|
|
Organic
financial services revenue growth in South Africa
|
Page
37
|
Service
revenue
|
Page
38
|
|
M-Pesa
revenue
|
Page
37
|
Service
revenue
|
Page
38
|
|
Service
revenue growth in Türkiye excluding the impact of the
hyperinflationary adjustments
|
Page
37
|
Service
revenue
|
Pages
38, 40 and 41
|
|
Group
Adjusted EBITDAaL
|
Page
37
|
Operating
profit
|
Page
3
|
|
Organic
Adjusted EBITDAaL growth
|
Page
37
|
Not
applicable
|
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
15 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
13
|
|
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
hyperinflationary adjustments in Türkiye and other adjustments
to improve the comparability of results between
periods.
Organic
growth is calculated for revenue and profitability metrics, as
follows:
-
Revenue;
-
Service
revenue;
-
Mobile service
revenue;
-
Fixed service
revenue;
-
Vodafone Business
service revenue;
-
Financial services
revenue in South Africa;
-
M-Pesa
revenue;
-
Adjusted EBITDAaL;
and
-
Adjusted EBITDAaL
margin.
Whilst
organic growth is not intended to be a substitute for reported
growth, nor is it superior to reported growth, we believe that the
measure provides useful and necessary information to investors and
other interested parties for the following reasons:
-
It provides
additional information on underlying growth of the business without
the effect of certain factors unrelated to its operating
performance;
-
It is used for
internal performance analysis; and
-
It facilitates
comparability of underlying growth with other companies (although
the term ‘organic’ is not a defined term under GAAP and
may not, therefore, be comparable with similarly-titled measures
reported by other companies).
We have
not provided a comparative in respect of organic growth rates as
the current rates describe the change between the beginning and end
of the current period, with such changes being explained by the
commentary in this document. If comparatives were provided,
significant sections of the commentary for prior periods would also
need to be included, reducing the usefulness and transparency of
this document.
Service revenue growth in Türkiye excluding the impact of the
hyperinflationary adjustments
This
growth metric presents performance in Türkiye excluding the
hyperinflationary adjustments recorded in the Group’s
consolidated financial statements in accordance with IAS 29
‘Financial Reporting in Hyperinflationary
Economies’.
Non-GAAP measures
|
Year ended 31 March 2025
|
|
|
|
|
|
|
|
|
|
|
|
Reported growth
|
M&A and Other
|
Foreign exchange
|
Organic growth
|
|
|
|
|
FY25
|
FY24
|
||||
|
|
|
€m
|
€m
|
%
|
pps
|
pps
|
%
|
|
Service revenue
|
|
|
|
|
|
|
|
|
Germany
|
10,876
|
11,453
|
(5.0)
|
–
|
–
|
(5.0)
|
|
|
|
Mobile service revenue
|
4,998
|
5,059
|
(1.2)
|
–
|
–
|
(1.2)
|
|
|
Fixed service revenue
|
5,878
|
6,394
|
(8.1)
|
–
|
–
|
(8.1)
|
|
UK
|
5,887
|
5,631
|
4.5
|
–
|
(2.6)
|
1.9
|
|
|
|
Mobile service revenue
|
4,261
|
4,142
|
2.9
|
–
|
(2.6)
|
0.3
|
|
|
Fixed service revenue
|
1,626
|
1,489
|
9.2
|
–
|
(2.7)
|
6.5
|
|
Other Europe
|
4,805
|
4,722
|
1.8
|
–
|
0.3
|
2.1
|
|
|
Türkiye1
|
2,484
|
1,746
|
42.3
|
16.5
|
24.6
|
83.4
|
|
|
Africa
|
6,172
|
5,951
|
3.7
|
–
|
7.6
|
11.3
|
|
|
Common Functions
|
663
|
559
|
|
|
|
|
|
|
Eliminations
|
(129)
|
(150)
|
|
|
|
|
|
|
Total service revenue
|
30,758
|
29,912
|
2.8
|
0.4
|
1.9
|
5.1
|
|
|
Other revenue
|
6,690
|
6,805
|
|
|
|
|
|
|
Revenue
|
37,448
|
36,717
|
2.0
|
0.4
|
1.6
|
4.0
|
|
|
|
|
|
|
|
|
|
|
|
Other growth metrics
|
|
|
|
|
|
|
|
|
Vodafone Business ('VB') - Service revenue
|
8,003
|
7,735
|
3.5
|
0.1
|
0.4
|
4.0
|
|
|
Germany - VB service revenue
|
2,366
|
2,422
|
(2.3)
|
–
|
–
|
(2.3)
|
|
|
UK - VB service revenue
|
2,179
|
2,144
|
1.6
|
–
|
(2.5)
|
(0.9)
|
|
|
Other Europe - VB service revenue
|
1,561
|
1,502
|
3.9
|
–
|
0.5
|
4.4
|
|
|
Türkiye
- VB service
revenue
|
375
|
233
|
60.9
|
18.6
|
27.6
|
107.1
|
|
|
Africa - Vodacom Business service revenue
|
1,126
|
1,068
|
5.4
|
–
|
4.6
|
10.0
|
|
|
South Africa - Financial services revenue
|
176
|
157
|
12.1
|
–
|
(4.2)
|
7.9
|
|
|
Vodacom International M-Pesa
|
428
|
389
|
10.0
|
–
|
1.3
|
11.3
|
|
|
Egypt - Vodafone Cash revenue
|
114
|
96
|
18.8
|
–
|
61.3
|
80.1
|
|
Note:
1.
Reported service
revenue growth in Türkiye of 42.3% includes -2.9pps in
relation to the application of IAS 29 ‘Financial Reporting in
Hyperinflationary Economies’. Growth in Türkiye
excluding the impact of these hyperinflationary adjustments was
45.2%.
Non-GAAP measures
|
Year ended 31 March 2025
|
|
|
|
|
|
|
|
|
|
|
|
Reported growth
|
M&A and Other
|
Foreign exchange
|
Organic growth
|
|
|
|
|
FY25
|
FY24
|
||||
|
|
|
€m
|
€m
|
%
|
pps
|
pps
|
%
|
|
Adjusted EBITDAaL
|
|
|
|
|
|
|
|
|
Germany
|
4,384
|
5,017
|
(12.6)
|
–
|
–
|
(12.6)
|
|
|
UK
|
1,558
|
1,408
|
10.7
|
–
|
(2.8)
|
7.9
|
|
|
Other Europe
|
1,510
|
1,516
|
(0.4)
|
–
|
0.4
|
–
|
|
|
Türkiye
|
842
|
510
|
65.1
|
16.7
|
28.7
|
110.5
|
|
|
Africa
|
2,593
|
2,539
|
2.1
|
–
|
8.1
|
10.2
|
|
|
Common Functions
|
45
|
29
|
|
|
|
|
|
|
Eliminations
|
–
|
–
|
|
|
|
|
|
|
Group
|
10,932
|
11,019
|
(0.8)
|
1.1
|
2.2
|
2.5
|
|
|
|
|
|
|
|
|
|
|
|
Percentage point change in Adjusted EBITDAaL margin
|
|
|
|
|
|
|
|
|
Germany
|
36.0%
|
38.7%
|
(2.7)
|
–
|
–
|
(2.7)
|
|
|
UK
|
22.0%
|
20.6%
|
1.4
|
–
|
–
|
1.4
|
|
|
Other Europe
|
26.5%
|
27.5%
|
(1.0)
|
–
|
–
|
(1.0)
|
|
|
Türkiye
|
27.3%
|
21.6%
|
5.7
|
1.0
|
–
|
6.7
|
|
|
Africa
|
33.3%
|
34.2%
|
(0.9)
|
–
|
0.7
|
(0.2)
|
|
|
Group
|
29.2%
|
30.0%
|
(0.8)
|
0.2
|
0.2
|
(0.4)
|
|
Non-GAAP measures
|
Quarter ended 31 March 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported growth
|
M&A and Other
|
Foreign exchange
|
Organic growth
|
|
|
|
Q4 FY25
|
Q4 FY24
|
||||
|
|
|
€m
|
€m
|
%
|
pps
|
pps
|
%
|
|
Service revenue
|
|
|
|
|
|
|
|
|
Germany
|
2,670
|
2,839
|
(6.0)
|
–
|
–
|
(6.0)
|
|
|
|
Mobile service revenue
|
1,242
|
1,257
|
(1.2)
|
–
|
–
|
(1.2)
|
|
|
Fixed service revenue
|
1,428
|
1,582
|
(9.7)
|
–
|
–
|
(9.7)
|
|
UK
|
1,489
|
1,409
|
5.7
|
–
|
(2.6)
|
3.1
|
|
|
|
Mobile service revenue
|
1,057
|
1,012
|
4.4
|
–
|
(2.6)
|
1.8
|
|
|
Fixed service revenue
|
432
|
397
|
8.8
|
–
|
(2.4)
|
6.4
|
|
Other Europe
|
1,194
|
1,181
|
1.1
|
–
|
(0.3)
|
0.8
|
|
|
Türkiye1
|
605
|
525
|
15.2
|
22.1
|
35.9
|
73.2
|
|
|
Africa
|
1,614
|
1,484
|
8.8
|
–
|
4.7
|
13.5
|
|
|
Common Functions
|
176
|
140
|
|
|
|
|
|
|
Eliminations
|
(28)
|
(32)
|
|
|
|
|
|
|
Total service revenue
|
7,720
|
7,546
|
2.3
|
1.0
|
2.1
|
5.4
|
|
|
Other revenue
|
1,641
|
1,842
|
|
|
|
|
|
|
Revenue
|
9,361
|
9,388
|
(0.3)
|
1.0
|
2.1
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
Other growth metrics
|
|
|
|
|
|
|
|
|
Vodafone Business ('VB') - Service revenue
|
2,062
|
1,979
|
4.2
|
0.6
|
0.3
|
5.1
|
|
|
Germany - VB service revenue
|
588
|
605
|
(2.8)
|
–
|
–
|
(2.8)
|
|
|
UK - VB service revenue
|
565
|
545
|
3.7
|
–
|
(2.4)
|
1.3
|
|
|
Other Europe - VB service revenue
|
405
|
399
|
1.5
|
–
|
(0.3)
|
1.2
|
|
|
Türkiye
- VB service revenue
|
98
|
71
|
38.0
|
23.8
|
43.3
|
105.1
|
|
|
Africa - Vodacom Business service revenue
|
296
|
270
|
9.6
|
–
|
1.9
|
11.5
|
|
|
Adjusted EBITDAaL
|
2,693
|
2,797
|
(3.7)
|
1.8
|
2.2
|
0.3
|
|
Note:
1.
Reported service
revenue growth in Türkiye of 15.2% includes -37.3pps in
relation to the application of IAS 29 ‘Financial Reporting in
Hyperinflationary Economies’. Growth in Türkiye
excluding the impact of these hyperinflationary adjustments was
52.5%.
Non-GAAP measures
|
Quarter ended 31 December 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported growth
|
M&A and Other
|
Foreign exchange
|
Organic growth
|
|
|
|
Q3 FY25
|
Q3 FY24
|
||||
|
|
|
€m
|
€m
|
%
|
pps
|
pps
|
%
|
|
Service revenue
|
|
|
|
|
|
|
|
|
Germany
|
2,706
|
2,892
|
(6.4)
|
–
|
–
|
(6.4)
|
|
|
|
Mobile service revenue
|
1,259
|
1,272
|
(1.0)
|
–
|
–
|
(1.0)
|
|
|
Fixed service revenue
|
1,447
|
1,620
|
(10.7)
|
–
|
–
|
(10.7)
|
|
UK
|
1,507
|
1,400
|
7.6
|
–
|
(4.3)
|
3.3
|
|
|
|
Mobile service revenue
|
1,096
|
1,034
|
6.0
|
–
|
(4.2)
|
1.8
|
|
|
Fixed service revenue
|
411
|
366
|
12.3
|
–
|
(4.7)
|
7.6
|
|
Other Europe
|
1,201
|
1,175
|
2.2
|
–
|
0.4
|
2.6
|
|
|
Türkiye1
|
776
|
393
|
97.5
|
13.7
|
(27.8)
|
83.4
|
|
|
Africa
|
1,607
|
1,543
|
4.1
|
–
|
7.5
|
11.6
|
|
|
Common Functions
|
165
|
137
|
|
|
|
|
|
|
Eliminations
|
(33)
|
(35)
|
|
|
|
|
|
|
Total service revenue
|
7,929
|
7,505
|
5.6
|
(0.2)
|
(0.2)
|
5.2
|
|
|
Other revenue
|
1,882
|
1,841
|
|
|
|
|
|
|
Revenue
|
9,811
|
9,346
|
5.0
|
(0.1)
|
(0.8)
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
Other growth metrics
|
|
|
|
|
|
|
|
|
Vodafone Business ('VB') - Service revenue
|
2,051
|
1,943
|
5.6
|
(0.2)
|
(1.1)
|
4.3
|
|
|
Germany - VB service revenue
|
594
|
612
|
(3.0)
|
–
|
–
|
(3.0)
|
|
|
UK - VB service revenue
|
560
|
540
|
3.7
|
–
|
(4.1)
|
(0.4)
|
|
|
Other Europe - VB service revenue
|
395
|
375
|
5.3
|
–
|
0.5
|
5.8
|
|
|
Türkiye
- VB service
revenue
|
115
|
53
|
117.0
|
15.4
|
(29.6)
|
102.8
|
|
|
Africa - Vodacom Business service revenue
|
289
|
271
|
6.6
|
–
|
4.2
|
10.8
|
|
|
Adjusted EBITDAaL
|
2,828
|
2,795
|
1.2
|
(1.2)
|
2.2
|
2.2
|
|
Note:
1.
Reported service
revenue growth in Türkiye of 97.5% includes 44.4pps in
relation to the application of IAS 29 ‘Financial Reporting in
Hyperinflationary Economies’. Growth in Türkiye
excluding the impact of these hyperinflationary adjustments was
53.1%.
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.
|
|
FY25
|
FY24
|
||||
|
|
Reported
|
Adjustments
|
Adjusted
|
Reported
|
Adjustments
|
Adjusted
|
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
|
Adjusted EBITDAaL
|
10,932
|
–
|
10,932
|
11,019
|
–
|
11,019
|
|
Restructuring costs
|
(164)
|
164
|
–
|
(703)
|
703
|
–
|
|
Interest on lease liabilities
|
488
|
–
|
488
|
440
|
–
|
440
|
|
Loss on disposal of property, plant & equipment and intangible
assets
|
(25)
|
–
|
(25)
|
(34)
|
–
|
(34)
|
|
Depreciation and amortisation on owned assets1
|
(7,569)
|
605
|
(6,964)
|
(7,397)
|
606
|
(6,791)
|
|
Share of results of equity accounted associates and joint
ventures2
|
(123)
|
276
|
153
|
(96)
|
323
|
227
|
|
Impairment (charge)/reversal
|
(4,515)
|
4,515
|
–
|
64
|
(64)
|
–
|
|
Other income
|
565
|
(565)
|
–
|
372
|
(372)
|
–
|
|
Operating (loss)/profit
|
(411)
|
4,995
|
4,584
|
3,665
|
1,196
|
4,861
|
|
Investment income
|
864
|
(247)
|
617
|
581
|
–
|
581
|
|
Financing costs3
|
(1,931)
|
(1)
|
(1,932)
|
(2,626)
|
270
|
(2,356)
|
|
(Loss)/profit before taxation
|
(1,478)
|
4,747
|
3,269
|
1,620
|
1,466
|
3,086
|
|
Income tax expense4
|
(2,246)
|
1,458
|
(788)
|
(50)
|
(650)
|
(700)
|
|
(Loss)/profit for the financial year - Continuing
operations
|
(3,724)
|
6,205
|
2,481
|
1,570
|
816
|
2,386
|
|
Loss for the financial year - Discontinued operations
|
(22)
|
22
|
–
|
(65)
|
65
|
–
|
|
(Loss)/profit for the financial year
|
(3,746)
|
6,227
|
2,481
|
1,505
|
881
|
2,386
|
|
|
|
|
|
|
|
|
|
(Loss)/profit attributable to:
|
|
|
|
|
|
|
|
- Owners of the parent (Continuing)
|
(4,147)
|
6,205
|
2,058
|
1,205
|
816
|
2,021
|
|
- Owners of the parent (Total Group)
|
(4,169)
|
6,227
|
2,058
|
1,140
|
881
|
2,021
|
|
- Non-controlling interests
|
423
|
–
|
423
|
365
|
–
|
365
|
|
(Loss)/profit for the financial year
|
(3,746)
|
6,227
|
2,481
|
1,505
|
881
|
2,386
|
Notes:
1.
Depreciation and
amortisation on owned assets excludes depreciation on leased assets
and loss on disposal of leased assets included within Adjusted
EBITDAaL. See page 49 for an analysis of depreciation and
amortisation. The adjustment of €605 million (FY24:
€606 million) relates to amortisation of customer bases and
brand intangible assets.
2.
See page 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 13 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.
|
|
FY25
|
FY24
|
|
|
€m
|
€m
|
|
(Loss)/profit attributable to owners of the parent
|
(4,169)
|
1,140
|
|
Adjusted profit attributable to owners of the parent
|
2,058
|
2,021
|
|
|
|
|
|
|
Million
|
Million
|
|
Weighted average number of shares outstanding - Basic
|
26,149
|
27,056
|
|
|
|
|
|
|
eurocents
|
eurocents
|
|
Basic (loss)/earnings per share
|
(15.94)c
|
4.21c
|
|
Adjusted basic earnings per share
|
7.87c
|
7.47c
|
Cash flow, funding and capital allocation metrics
|
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 and
M&A.
|
|
Gross
debt
|
Prominent
metric used by debt rating agencies and the investor
community.
|
Non-current
borrowings and current borrowings, excluding lease liabilities,
collateral liabilities and borrowings specifically secured against
Indian assets.
|
|
Net
debt
|
Prominent
metric used by debt rating agencies and the investor
community.
|
Gross
debt less cash and cash equivalents, short-term investments,
non-current investments in sovereign securities, derivative
financial instruments excluding mark-to-market adjustments and net
collateral assets.
|
Non-GAAP measures
Cash flow and funding
The
table below presents the reconciliation between Inflow from
operating activities and Free cash flow.
|
|
FY25
|
FY24
|
|
|
€m
|
€m
|
|
Inflow from operating activities
|
15,373
|
16,557
|
|
Net tax paid
|
901
|
724
|
|
Cashflows from discontinued operations
|
(1,657)
|
(3,296)
|
|
Cash generated by operations
|
14,617
|
13,985
|
|
Capital additions
|
(6,862)
|
(6,331)
|
|
Working capital movement in respect of capital
additions
|
404
|
(141)
|
|
Disposal of property, plant and equipment and intangible
assets
|
9
|
14
|
|
Integration capital additions
|
(31)
|
(81)
|
|
Working capital movement in respect of integration capital
additions
|
8
|
(37)
|
|
Licences and spectrum
|
(421)
|
(454)
|
|
Interest received and paid1
|
(1,598)
|
(1,685)
|
|
Taxation
|
(728)
|
(724)
|
|
Dividends received from associates and joint ventures
|
530
|
442
|
|
Dividends paid to non-controlling shareholders in
subsidiaries
|
(249)
|
(260)
|
|
Payments in respect of lease liabilities
|
(3,288)
|
(3,135)
|
|
Payment for the future use of the Vodafone brand in Italy and
Spain
|
(491)
|
–
|
|
Other
|
(50)
|
190
|
|
Free cash flow
|
1,850
|
1,783
|
Note:
1.
Includes interest
on lease liabilities of €451 million (FY24: €406
million), excluding discontinued operations.
The
table below presents the reconciliation between Borrowings, Gross
debt and Net debt.
|
|
|
Year-end
|
Year-end
|
|
|
|
FY25
|
FY24
|
|
|
|
€m
|
€m
|
|
Borrowings
|
(53,143)
|
(56,987)
|
|
|
Lease liabilities
|
10,826
|
9,672
|
|
|
Bank borrowings secured against Indian assets
|
-
|
1,720
|
|
|
Collateral liabilities
|
2,357
|
2,628
|
|
|
Gross debt
|
(39,960)
|
(42,967)
|
|
|
Collateral liabilities
|
(2,357)
|
(2,628)
|
|
|
Cash and cash equivalents
|
11,001
|
6,183
|
|
|
Non-current investments in sovereign securities
|
913
|
-
|
|
|
Short-term investments
|
5,280
|
3,225
|
|
|
Collateral assets
|
1,010
|
741
|
|
|
Derivative financial instruments
|
2,291
|
2,702
|
|
|
Less mark-to-market gains deferred in hedge reserves
|
(575)
|
(498)
|
|
|
Net debt
|
(22,397)
|
(33,242)
|
|
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 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.
|
|
FY25
|
FY24
|
|
|
€m
|
€m
|
|
Operating (loss)/profit1
|
(411)
|
3,665
|
|
|
|
|
|
Borrowings
|
53,143
|
56,987
|
|
Cash and cash equivalents
|
(11,001)
|
(6,183)
|
|
Derivative financial instruments included in trade and other
receivables
|
(4,197)
|
(4,226)
|
|
Derivative financial instruments included in trade and other
payables
|
1,906
|
1,524
|
|
Non-current investments in sovereign securities
|
(913)
|
-
|
|
Short-term investments
|
(5,280)
|
(3,225)
|
|
Collateral assets
|
(1,010)
|
(741)
|
|
Financial liabilities under put option arrangements
|
97
|
-
|
|
Equity
|
53,916
|
60,998
|
|
Capital employed at end of the year
|
86,661
|
105,134
|
|
|
|
|
|
Average capital employed for the year
|
95,898
|
107,771
|
|
|
|
|
|
ROCE using GAAP measures
|
(0.4)%
|
3.4%
|
Note:
1.
Operating
(loss)/profit includes Other income which includes merger and
acquisition activity that is non-recurring in nature.
Non-GAAP measures
Return on Capital Employed (‘ROCE’) : Non-GAAP
basis
The
table below presents the calculation of ROCE using non-GAAP
measures and reconciliations to the closest equivalent GAAP
measure.
|
|
FY25
|
FY24
|
|
|
€m
|
€m
|
|
Operating (loss)/profit
|
(411)
|
3,665
|
|
Interest on lease liabilities
|
(488)
|
(440)
|
|
Restructuring costs
|
164
|
703
|
|
Other income
|
(565)
|
(372)
|
|
Share of results of equity accounted associates and joint
ventures
|
123
|
96
|
|
Impairment charge/(reversal)
|
4,515
|
(64)
|
|
Other adjustments1
|
399
|
296
|
|
Adjusted operating profit for calculating pre-tax ROCE
(controlled)
|
3,737
|
3,884
|
|
Adjusted share of results of equity accounted associates and joint
ventures used in post-tax ROCE2
|
(159)
|
(116)
|
|
Notional tax at Adjusted effective tax rate3
|
(905)
|
(923)
|
|
Adjusted operating profit for calculating post-tax ROCE (controlled
and associates/joint ventures)
|
2,673
|
2,845
|
|
|
|
|
|
Capital employed for calculating ROCE on a GAAP basis
|
86,661
|
105,134
|
|
Adjustments to exclude:
|
|
|
|
- Leases
|
(10,826)
|
(9,672)
|
|
- Deferred tax assets
|
(19,033)
|
(20,177)
|
|
- Deferred tax liabilities
|
798
|
699
|
|
- Taxation recoverable
|
(174)
|
(76)
|
|
- Taxation liabilities
|
578
|
393
|
|
- Other investments
|
(2,660)
|
(1,543)
|
|
- Associates and joint ventures
|
(6,796)
|
(10,032)
|
|
- Pension assets and liabilities
|
(55)
|
(76)
|
|
- Removal of capital employed related to discontinued
operations
|
–
|
(12,129)
|
|
- Other adjustments1
|
(1,193)
|
(1,009)
|
|
Adjusted capital employed for calculating pre-tax ROCE
(controlled)
|
47,300
|
51,512
|
|
Associates and joint ventures
|
6,796
|
10,032
|
|
Adjusted capital employed for calculating post-tax ROCE (controlled
and associates/joint ventures)
|
54,096
|
61,544
|
|
|
|
|
|
Average capital employed for calculating pre-tax ROCE
(controlled)
|
53,146
|
53,831
|
|
Average capital employed for calculating post-tax ROCE (controlled
and associates/joint ventures)
|
61,030
|
64,381
|
|
|
|
|
|
Pre-tax ROCE (controlled)
|
7.0%
|
7.2%
|
|
Post-tax ROCE (controlled and associates/joint
ventures)
|
4.4%
|
4.4%
|
Notes:
1.
Comprises
adjustments to exclude hyperinflationary accounting in
Türkiye.
2.
Adjusted share of
results of equity accounted associates and joint ventures used in
post-tax ROCE is a non-GAAP measure and excludes restructuring
costs and other income.
3.
Includes tax at the
Adjusted effective tax rate of 25.3% (FY24: 24.5%).
Non-GAAP measures
Financing and Taxation metrics
|
Non-GAAP measure
|
Purpose
|
Definition
|
|
Adjusted
net financing costs
|
This
metric is used by both management and the investor
community.
This
metric is used in the calculation of Adjusted basic earnings per
share.
|
Adjusted
net financing costs exclude mark-to-market and foreign exchange
gains/losses, together with fair value movements on Other
investments through profit and loss.
|
|
Adjusted
profit before taxation
|
This
metric is used in the calculation of the Adjusted effective tax
rate (see below).
|
Adjusted
profit before taxation excludes the tax effects of items excluded
from Adjusted basic earnings per share, including: impairment
losses/reversals, amortisation of customer bases and brand
intangible assets, restructuring costs arising from discrete
restructuring plans, other income and expense, mark-to-market and
foreign exchange movements and fair value movements on Other
investments through profit and loss.
|
|
Adjusted
income tax expense
|
This
metric is used in the calculation of the Adjusted effective tax
rate (see below).
|
Adjusted
income tax expense excludes the tax effects of items excluded from
Adjusted basic earnings per share, including: impairment
losses/reversals, amortisation of customer bases and brand
intangible assets, restructuring costs arising from discrete
restructuring plans, other income and expense, mark-to-market and
foreign exchange movements and fair value movements on Other
investments through profit and loss. It also excludes deferred tax
movements relating to tax losses in Luxembourg as well as other
significant one-off items.
|
|
Adjusted
effective tax rate
|
This
metric is used by both management and the investor
community.
|
Adjusted
income tax expense (see above) divided by Adjusted profit before
taxation (see above).
|
|
Adjusted
share of results of equity accounted associates and joint
ventures
|
This
metric is used in the calculation of Adjusted effective tax
rate.
|
Share
of results of equity accounted associates and joint ventures
excluding restructuring costs, amortisation of acquired customer
base and brand intangible assets and other income and
expense.
|
|
Adjusted
share of results of equity accounted associates and joint ventures
used in post-tax ROCE
|
This
metric is used in the calculation of post-tax ROCE (controlled and
associates/joint ventures).
|
Share
of results of equity accounted associates and joint ventures
excluding restructuring costs and other income and
expense.
|
Non-GAAP measures
Adjusted tax metrics
The
table below reconciles Profit before taxation and Income tax
expense to Adjusted profit before taxation, Adjusted income tax
expense and Adjusted effective tax rate.
|
|
FY25
|
FY24
|
|
|
|
€m
|
€m
|
|
|
(Loss)/profit before taxation
|
(1,478)
|
1,620
|
|
|
Adjustments to derive Adjusted profit before tax
|
4,747
|
1,466
|
|
|
Adjusted profit before taxation
|
3,269
|
3,086
|
|
|
Adjusted share of results of equity accounted associates and joint
ventures
|
(153)
|
(227)
|
|
|
Adjusted profit before tax for calculating Adjusted effective tax
rate
|
3,116
|
2,859
|
|
|
|
|
|
|
|
Income tax expense
|
(2,246)
|
(50)
|
|
|
Tax on adjustments to derive Adjusted profit before
tax
|
8
|
(342)
|
|
|
Adjustments:
|
|
|
|
|
- Deferred tax on use of Luxembourg losses in the
year
|
423
|
598
|
|
|
- UK corporate interest restriction
|
16
|
78
|
|
|
- Tax relating to inflation-related adjustments in
Türkiye
|
146
|
35
|
|
|
- Deferred tax on rate change in Luxembourg
|
718
|
–
|
|
|
- Settlement of the VISPL tax cases
|
185
|
–
|
|
|
- Other
|
(38)
|
–
|
|
|
- Deferred tax on recognition of Luxembourg losses in the
year
|
–
|
(1,019)
|
|
|
Adjusted income tax expense for calculating Adjusted tax
rate
|
(788)
|
(700)
|
|
|
Adjusted effective tax rate
|
25.3%
|
24.5%
|
|
Adjusted share of results of equity accounted associates and joint
ventures
The
table below reconciles Adjusted share of results of equity
accounted associates and joint ventures to the closest GAAP
equivalent, Share of results of equity accounted associates and
joint ventures.
|
|
FY25
|
FY24
|
|
|
|
€m
|
€m
|
|
|
Share of results of equity accounted associates and joint
ventures
|
(123)
|
(96)
|
|
|
Restructuring costs
|
21
|
7
|
|
|
Other income
|
(57)
|
(27)
|
|
|
Adjusted share of results of equity accounted associates and joint
ventures used in post-tax ROCE
|
(159)
|
(116)
|
|
|
Amortisation of acquired customer base and brand intangible
assets
|
312
|
343
|
|
|
Adjusted share of results of equity accounted associates and joint
ventures
|
153
|
227
|
|
|
Additional information
|
|
||
|
|
|
||
Analysis of depreciation and amortisation
The
table below presents an analysis of the different components of
depreciation and amortisation discussed in the document, reconciled
to the GAAP amounts in the consolidated income
statement.
|
|
|
FY25
|
FY24
|
|
|
€m
|
€m
|
|
|
Depreciation on leased assets - included in Adjusted
EBITDAaL
|
3,205
|
3,003
|
|
|
Depreciation on leased assets - included in Restructuring
costs
|
30
|
14
|
|
|
Depreciation on leased assets
|
3,235
|
3,017
|
|
|
|
|
|
|
|
Depreciation on owned assets
|
3,874
|
3,882
|
|
|
Amortisation of owned intangible assets
|
3,695
|
3,515
|
|
|
Depreciation and amortisation on owned assets
|
7,569
|
7,397
|
|
|
|
|
|
|
|
Total depreciation and amortisation on owned and leased
assets
|
10,804
|
10,414
|
|
|
|
|
|
|
|
Loss on disposal of owned fixed assets
|
25
|
34
|
|
|
Loss on disposal of leased assets
|
(12)
|
–
|
|
|
Depreciation and amortisation - as recognised in the consolidated
income statement
|
10,817
|
10,448
|
|
Analysis of tangible and intangible additions
The
table below presents an analysis of the different components of
tangible and intangible additions discussed in the
document.
|
|
|
FY25
|
FY24
|
|
|
|
€m
|
€m
|
|
|
|
Capital additions
|
6,862
|
6,331
|
|
|
|
Integration related capital additions
|
31
|
81
|
|
|
|
Licence and spectrum additions
|
236
|
283
|
|
|
|
Additions
|
7,129
|
6,695
|
|
|
|
|
|
|
|
|
|
Intangible asset additions
|
2,655
|
2,622
|
|
|
|
Property, plant and equipment owned additions
|
4,474
|
4,073
|
|
|
|
Total additions
|
7,129
|
6,695
|
|
|
|
Definitions
|
||||
|
|
||||
Key
terms are defined below. See page 36 for the location of
definitions for non-GAAP measures.
|
Term
|
Definition
|
|
Africa
|
Comprises
the Vodacom Group.
|
|
ARPU
|
Average
revenue per user, defined as customer revenue and incoming revenue
divided by average customers.
|
|
Capital
additions
|
Comprises
the purchase of property, plant and equipment and intangible
assets, other than licence and spectrum payments and integration
capital expenditure.
|
|
Common
Functions
|
Comprises
central teams and business functions.
|
|
Depreciation
and amortisation
|
The
accounting charge that allocates the cost of tangible or intangible
assets, whether owned or leased, to the income statement over its
useful life. The measure includes the profit or loss on disposal of
property, plant and equipment, software and leased
assets.
|
|
Eliminations
|
Refers
to the removal of intercompany transactions to derive the
consolidated financial statements.
|
|
Europe
|
Comprises
the Group’s European businesses and the UK.
|
|
Financial
services revenue
|
Financial
services revenue includes fees generated from the provision of
advanced airtime, overdraft, financing and lending facilities, as
well as merchant payments and the sale of insurance products (e.g.
device insurance, life insurance and funeral cover).
|
|
Fixed
service revenue
|
Service
revenue (see below) relating to the provision of fixed line and
carrier services.
|
|
FTTH
|
Fibre
to the home.
|
|
GAAP
|
Generally
Accepted Accounting Principles.
|
|
IFRS
|
International
Financial Reporting Standards.
|
|
Incoming
revenue
|
Comprises
revenue from termination rates for voice and messaging to Vodafone
customers.
|
|
Indian
assets
|
Comprises
the Group’s investments in Indus Towers Limited and Vodafone
Idea Limited.
|
|
Integration
capital additions
|
Capital
additions incurred in relation to significant changes in the
operating model, such as the integration of recently acquired
subsidiaries.
|
|
Internet
of Things (‘IoT’)
|
The
network of physical objects embedded with electronics, software,
sensors, and network connectivity, including built-in mobile SIM
cards, that enable these objects to collect data and exchange
communications with one another or a database.
|
|
MDU
|
Multi
Dwelling Units.
|
|
Mobile
service revenue
|
Service
revenue (see below) relating to the provision of mobile
services.
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|
NPS
|
Net
Promoter Score.
|
|
Operating
expenses
|
Comprise
primarily sales and distribution costs, network and IT related
expenditure and business support costs.
|
|
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.
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|
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.
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|
Notes
|
|
|
1.
References to
Vodafone are to Vodafone Group Plc and references to Vodafone Group
are to Vodafone Group Plc and its subsidiaries unless otherwise
stated. Vodafone, the Vodafone Speech Mark Devices, Vodacom and
everyone.connected are trademarks owned by Vodafone. Other product
and company names mentioned herein may be the trademarks of their
respective owners.
2.
All growth rates
reflect a comparison to the quarter ended 31 March 2024 unless
otherwise stated.
3.
References to
“Q1”, “Q2”, “Q3” and
“Q4” are to the three months ended 30 June, 30
September, 31 December and 31 March. References to the
“year”, “financial year” or
“FY25” are to the financial year ended 31 March 2025.
References to “last year”, “last financial
year” or “FY24” are to the financial year ended
31 March 2024. References to “H1 FY25” are to the six
month period ended 30 September 2024. References to “H1
FY24” are to the six month period ended 30 September
2023.
4.
Vodacom refers to
the Group’s interest in Vodacom Group Limited
(‘Vodacom’) as well as its operations, including
subsidiaries in South Africa, Egypt, DRC, Tanzania, Mozambique and
Lesotho.
5.
This document
contains references to our and our affiliates’ websites.
Information on any website is not incorporated into this update and
should not be considered part of this update.
|
Forward-looking statements and other matters
|
|
|
This
document contains ‘forward-looking statements’ within
the meaning of the US Private Securities Litigation Reform Act of
1995 with respect to the Group’s financial condition, results
of operations and businesses and certain of the Group’s plans
and objectives. In particular, such forward-looking statements
include, but are not limited to, statements with respect to: the
Group’s portfolio transformation plan; expectations regarding
the Group’s financial condition or results of operations and
the guidance for Adjusted EBITDAaL and Adjusted free cash flow for
the financial year ending 31 March 2026; completion of the merger
of Vodafone UK and Three UK; the mobile network sharing agreement
with Virgin Media O2; the announced potential acquisition of
Telekom Romania; changes to German TV laws and the migration of
users to individual TV customer contracts; expectations for the
Group’s future performance generally; the Group’s share
buyback programme; expectations regarding the operating environment
and market conditions and trends, including customer usage,
competitive position and macroeconomic pressures, price trends and
opportunities in specific geographic markets; intentions and
expectations regarding the development, launch and expansion of
products, services and technologies, either introduced by Vodafone
or by Vodafone in conjunction with third parties or by third
parties independently; expectations regarding the integration or
performance of current and future investments, associates, joint
ventures, non-controlled interests and newly acquired businesses;
the impact of regulatory and legal proceedings involving the Group
and of scheduled or potential regulatory changes; certain of the
Group’s plans and objectives, including the Group’s
strategy.
Forward-looking
statements are sometimes but not always identified by their use of
a date in the future or such words as ‘will’,
‘may’, ‘expects’, 'believes',
‘continue’, ‘plans’, ‘further’,
‘ongoing’, ‘progress’,
‘targets’ or ‘could’. By their nature,
forward-looking statements are inherently predictive, speculative
and involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these
forward-looking statements. These factors include, but are not
limited to the following: general economic and political conditions
in the jurisdictions in which the Group operates and changes to the
associated legal, regulatory and tax environments; increased
competition; levels of investment in network capacity and the
Group’s ability to deploy new technologies, products and
services, including artificial intelligence; the Group’s
ability to optimise its portfolio in line with its business
transformation plan; evolving cyber threats to the Group’s
services and confidential data; rapid changes to existing products
and services and the inability of new products and services to
perform in accordance with expectations; the ability of the Group
to integrate new technologies, products and services with existing
networks, technologies, products and services; the Group’s
ability to generate and grow revenue; slower than expected impact
of new or existing products, services or technologies on the
Group’s future revenue, cost structure and capital
expenditure outlays; slower than expected customer growth, reduced
customer retention, reductions or changes in customer spending and
increased pricing pressure; the Group’s ability to extend and
expand its spectrum resources, to support ongoing growth in
customer demand for mobile data services; the Group’s ability
to secure the timely delivery of high-quality products from
suppliers; loss of suppliers, disruption of supply chains,
shortages and greater than anticipated prices of new mobile
handsets; changes in the costs to the Group of, or the rates the
Group may charge for, terminations and roaming minutes; the impact
of a failure or significant interruption to the Group’s
telecommunications, data centres, networks, IT systems or data
protection systems; the Group’s ability to realise expected
benefits from acquisitions, partnerships, joint ventures,
associates, franchises, brand licences, platform sharing or other
arrangements with third parties, including the combination of
Vodafone’s UK business with Three UK, the mobile network
sharing agreement with Virgin Media O2 and the Group’s
strategic partnerships with Microsoft and Google; acquisitions and
divestments of Group businesses and assets and the pursuit of new,
unexpected strategic opportunities; the Group’s ability to
integrate acquired business or assets; the extent of any future
write-downs or impairment charges on the Group’s assets, or
restructuring charges incurred as a result of an acquisition or
disposal; developments in the Group’s financial condition,
earnings and distributable funds and other factors that the Board
takes into account in determining the level of dividends; the
Group’s ability to satisfy working capital requirements;
changes in foreign exchange rates; changes in the regulatory
framework in which the Group operates; the impact of legal or other
proceedings against the Group or other companies in the
communications industry; and changes in statutory tax rates and
profit mix.
A
review of the reasons why actual results and developments may
differ materially from the expectations disclosed or implied within
forward-looking statements can be found in the summary of our
principal risks in the Group’s Annual Report for the year
ended 31 March 2024 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
2024. The Annual Report can be found on the Vodafone Group’s
website (investors.vodafone.com/results).
All subsequent written or oral forward-looking statements
attributable to Vodafone or any member of the Vodafone Group or any
persons acting on their behalf are expressly qualified in their
entirety by the factors referred to above. No assurances can be
given that the forward-looking statements in this document will be
realised. Subject to compliance with applicable law and
regulations, Vodafone does not intend to update these
forward-looking statements and does not undertake any obligation to
do so.
Copyright © Vodafone Group 2025
-End-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorised.
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VODAFONE
GROUP
|
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PUBLIC
LIMITED COMPANY
|
|
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(Registrant)
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Date:
May 20, 2025
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By: /s/ M D B
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Name: Maaike de Bie
|
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Title: Group General Counsel and Company Secretary
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