アメリカ合衆国

証券取引委員会

ワシントンDC20549

フォーム 6-K

規則13a-16に基づく外国の非公開発行者のレポート
1934年の証券取引法第15条-16条に基づくもの

2024年11月29日

コミッションファイル番号: 001-10086

ボーダフォングループ
株式会社

（発行者の登録名の英訳）

VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN, ENGLAND
(本社の所在地)

2 0-FまたはForm 40-Fでカバーされた年次報告書を申請するかどうかにチェックマークを付けてください。

フォーム20-F☑取引所40-F◻

この6-kフォームに関する報告は、F-3フォーム（ファイル番号333-273441）、S-8フォーム（ファイル番号333-81825）、およびS-8フォーム（ファイル番号333-149634）の各登録声明書に取り込まれたとみなされ、ボーダフォングループ・パブリック・リミテッド・カンパニーの登録声明書の一部として提出された日付から、後続の文書や提出された報告書によって置き換えられることなく、その範囲で有効です。この報告書は、ボーダフォングループ・パブリック・リミテッド・カンパニーの登録声明書の一部であり、提出された日付から、後続に提出または記載される文書や報告書によって置き換えられていない限り、F-3フォーム（ファイル番号333-273441）、S-8フォーム（ファイル番号333-81825）、およびS-8フォーム（ファイル番号333-149634）の各登録声明書に取り込まれ、そこになるものと見なされます。

この6-K形式の報告書には、以下の項目が含まれています：

戦略的レビュ；

財務レビュ；

c)	セグメントのパフォーマンス

d)	キャッシュフロー＆資金調達

財政状況の明細；

f)	その他の重要な進展；

リスク要因；

規制；

i)	未監査の要約連結財務諸表；

非GAAP指標；

定義；

注；および

m)	将来の見通しに関する声明およびその他の事項。

特定の情報は、2024年3月31日に終了した年度のボーダフォングループの以前に公開された結果から取得されています。この6-kフォームのレポートは、2024年3月31日に終了した年度のグループの20-Fフォームの年次報告書と併せて読むべきです。特に以下のセクションに注目してください：

●	ページ1の『FY24のハイライト』に含まれる情報；

●	ページ2の『ボーダフォングループについて』に含まれる情報；

●	ページ3の『急速に変化する業種での業務』に含まれる情報；

●	ページ4と5の『ビジネスモデル』に含まれる情報；

●	6ページと7ページの「主要業績指標」に含まれる情報;

●	8ページの「会長のメッセージ」に含まれる情報;

●	9ページの「最高経営責任者の声明と戦略ロードマップ」に含まれる情報;

●	10ページと11ページの「メガトレンド」に含まれる情報;

●	21ページから31ページにかけての「当社の財務業績」に含まれる情報;

●	135ページから226ページにかけての連結財務諸表。

「ボーダフォングループ」、「グループ」、「私たち」、「私たちの」、「私たち」とは、ボーダフォングループ株式会社（「会社」）を指し、該当する場合にはその子会社および/または合弁事業および/または関連会社に対する持分を指します。

ボーダフォングループ株式会社

25年度の上半期の業績

財務ハイライト


54億ユーロの現金収入	2.25ユーロセント
ボーダフォン・スペイン＆ヴァンテージ・ディスポーザル	1株あたりの中間配当

-	総収入: サービス収益の伸びが為替の不利な動きによって一部相殺されたため、上半期には 1.6% 増の183億ユーロ（24年上半期：180億ユーロ）になりました。

-	サービス収益: 報告ベースでは、上半期に1.7％増の151億ユーロ（24年上半期：149億ユーロ）、オーガニックベースでは上半期には 4.8% 増加しました。いずれも、ドイツで予想される景気減速が、他のヨーロッパ、アフリカ、トルコの成長によって相殺されたことが影響しています。

ドイツ: 主にMDU TV法改正の影響により、予想通り、第2四半期（第1四半期：-1.5％）には 6.2% 減少しました。この影響を除くと、ドイツのサービス収益は、前年の価格上昇による顧客ベースの減少により、第2四半期に 2.4%（第1四半期：-0.3％）減少しました。MDU TV法の改正の一環として、私たちは現在400万世帯を積極的に維持しています。これは私たちの期待に沿ったものです。

ビジネス: 報告された成長率は第2四半期（第1四半期：1.8％）に2.3％増加し、オーガニックサービスの収益は第2四半期に4.0％（第1四半期：2.6％）に加速しました。どちらもデジタルサービスの需要に支えられています。

アフリカ: 報告された成長率は第2四半期（第1四半期：1.6％）に0.3％増加し、第2四半期も有機的成長は9.7％（第1四半期：10.0％）で一貫していました。どちらも南アフリカの価格上昇と、データおよび金融サービスの需要に牽引されたエジプトのインフレ率を上回る成長に支えられています。

-	営業利益: 報告ベースでは、主にインダスタワーズの 18% の株式を処分したことによる7億ユーロの利益により、上半期には28.3％増加して24億ユーロ（24年上半期：19億ユーロ）になりました。

-	自社株買い: 50000万ユーロの2回目のトランシェが完了しました。2024年11月14日に発表された50000万ユーロの第3トランシェです。

戦略的ハイライト

-	顧客: カスタマーエクスペリエンスの変革が進行中です。顧客を批判する要因はすべてのセグメントで減少し続けており、15市場のうち9市場でネットプロモータースコア（「NPS」）がトップまたは共同でトップです。

-	シンプルさ: アクセンチュアは2024年10月に15000万ユーロのコミットメントの最初の部分を投資し、商業共有事業は現在事業を開始しています。また、ドイツで発表された3,100人の役割削減も進めています。


ボーダフォングループ	H1 FY25の結果

戦略的レビュー ⫶ 私たちの優先事項を実行する

2023年5月に、ボーダフォングループを3つの戦略的重点領域、顧客、シンプリシティ、成長に変革する新しいロードマップを発表しました。これらの領域での運営進捗を一貫したスコアカードで評価しています。FY25の最初の6か月間で、いくつかの焦点領域で実行しています。

ドイツのターンアラウンドに投資する

-	顧客: お客様の体験に投資を続け、ブランド投資を増やしています。やるべきことはまだありますが、顧客の批判者の数は減少しており、商業的なパフォーマンスも向上しています。

-	ネットワーク：受賞歴のあるケーブルネットワークを引き続きアップグレードしており、現在はドイツで最大のギガビット網をマーケティングできるようになりました。これは、ドイツテレコムとドイツグラスファイバーとの新しい卸売契約に支えられています。

-	パートナーシップ: 2024年8月に当社のネットワークへの顧客のオンボーディングを1, 61人を開始しました。

-	変革: ドイツの操業の簡略化に向けて着実な進展を遂げています。3100人規模の役割削減計画の実行の半ばにいる現在、新しい商業、ビジネス、ITディレクターをオンボードし、リーダーシップチームを再構築しました。

ボーダフォンビジネスの能力

-	製品：マイクロソフト、google、マスターカードのパートナーシップの支援を受けました。中小型株の管理サービスとDaaSプラットフォームを立ち上げました。

-	能力: ドイツおよびその他ヨーロッパの新しいビジネスCEO兼ディレクター、200人以上の専門デジタル営業チームメンバー。

共有オペレーションおよびAIによる効率化

-	共有オペレーション：当社の商用共有オペレーションは現在稼働中で、アクセンチュアは2024年10月に提携に15,000万ユーロの最初の分割を投資しました。

-	人工知能を通じた変革：新しいAI駆動型デジタルアシスタントをエージェントに提供し、SuperTobiチャットボットを経由して顧客に直接提供しています。当社のAI導入はマイクロソフトおよびGoogleとの戦略的パートナーシップによって支援されています。

ポートフォリオアクション

-	UK: 競争市場庁の第2次審査は継続中であり、CMAの暫定的な調査結果および可能な是正措置の通知に対応して、いくつかのコミットメントを行っています。最終決定は12月7日までに予定されており、完了は2025年初頭を見込んでいます。

-	イタリア: 競争庁の最終決定は12月10日までに予定されており、完了は2025年初頭を見込んでいます。

-	ルーマニア: ディジ・ロマニアと共に、当社はヘレニック・テレコミュニケーションズとの間で、傘下のテレコム・ロマニアの一部の潜在的な取得に関する了解覚書に署名しました。話し合いは早い段階にあり、取引が合意される確実性はありません。


ボーダフォングループ	FY25上半期の結果

ボーダフォングループの投資

-	ヴァンテージタワーズ： 7月に、ヴァンテージタワーズの共同管理を行っているオークホールディングスGmbHの10％の追加株式を€13億で売却したことを発表し、計画通りの50:50の共同所有構造を達成しました。

-	インダスタワーズ： 6月に、インダスタワーズリミテッドの18％の株式を売却したことを発表し、総額€17億の収益はインドにおける既存の貸し手への大幅な返済に使用されました。


顧客		H1 FY25
消費関連 NPS
ドイツ	前年同期比（YoY）	安定
イギリス	前年同期比（YoY）	増加した
他のヨーロッパ	前年同期比（YoY）	安定
南アフリカ	前年同期比（YoY）	安定
批判者
ドイツ	前年同期比（YoY）	改善された
イギリス	前年同期比（YoY）	改善された
他のヨーロッパ	前年同期比（YoY）	改善された
南アフリカ	前年同期比（YoY）	改善された
売上高のシェア
ドイツ	前年同期比（YoY）	減少
イギリス	前年同期比（YoY）	増加
他のヨーロッパ	前年同期比（YoY）	増加
南アフリカ	前年同期比（YoY）	安定
ネットワークの品質	全ヨーロッパのモバイル市場で‘非常に良い’信頼性


シンプルさ		H1 FY25
ヨーロッパの営業費削減 (FY23-H1 FY25)	億ユーロ	0.3
生産性（役割削減）	‘000	6.3
共有運用NPS（2024年10月）	%	86
従業員エンゲージメントindex（2024年10月）	%	75


成長		H1 FY25
サービス売上高の成長	%	1.7
オーガニックサービス売上高成長¹	%	4.8

B20億のサービス売上高の成長	%	2.0
B20億の有機サービスの売上高成長¹	%	3.3

1.	非GAAP基準。52ページを参照。


ボーダフォングループ株式会社	FY25上半期の結果

財務レビュー⫶ アフリカとトルコが成長を牽引

財務結果

-	売上高: 売上高は前年同期比1.6%増の183億ユーロとなり、オーガニックサービスの売上高の成長は不利な外国為替の影響で一部相殺されました。

-	サービス収入: 報告ベースで1.7%増、オーガニックベースで4.8%増となりました。ドイツでの予想された減速は、その他ヨーロッパ、アフリカおよびトルコの成長で相殺されました。ボーダフォングループのビジネスは、特にクラウドとセキュリティのデジタルサービスに対する需要に支えられ、H1の間に加速するペースで成長を続けました。

-	営業利益：第1四半期にインダス・タワーズの18%のシェアを売却したことにより、主に7億ユーロの利益が発生し、H1では28.3%増加し、24億ユーロとなった。

-	一株当たり利益：継続的な業務からの基本的な1株当たり利益はH1で3.92ユーロセントであり、前年同期の基本的な1株当たり損失は0.40ユーロセントであった。主に営業利益が増加したためである。

-	中止された業務: ボーダフォン・スペインとボーダフォン・イタリーは中止された事業として報告されており、したがって継続的な業務の結果には含まれていない。中止された事業はグループのセグメント報告からも除外される。ボーダフォン・スペインの売却は2024年5月31日に完了した。詳細については、凝縮された連結財務諸表の注記5「中止された事業および売却対象資産」を参照してください。


			再表示²
	H1 FY25¹		H1 FY24		報告ベース
	ユーロ		ユーロ		変化率
収益	18,276		17,983		1.6
- サービス売上高	15,109		14,861		1.7
- その他売上高	3,167		3,122

営業利益	2,382		1,857		28.3
投資収入	566		368
金利負担	(843)		(1,395)
課税前利益	2,105		830
法人税費用	(900)		(746)
期間の利益 - 継続事業	1,205		84
財務期間の利益/(損失) - 中止された事業	16		(239)
財務期間の利益/（損失）	1,221		(155)

帰属先：
- 親会社の所有者	1,064		(346)
- 非支配持分	157		191
財務期間の利益/(損失)	1,221		(155)

基本的な一株あたりの利益/(損失) - 継続的な事業	3.92	c	(0.40)	c
基本的な一株あたりの利益/(損失) - 総合グループ	3.98	c	(1.28)	c

注意:

1.	H1 FY25の結果は、€1:£0.85、€1:INR 90.94、€1:ZAR 19.87、€1:TRY 35.87、€1:EGP 52.30の平均的な外国為替レートを反映しています。

2.	2023年9月30日に終了した6か月の結果は、ボーダフォングループのスペインとイタリアの結果が現在は中止事業として報告されることを反映するために再表示されています。詳細については、簡潔化された連結財務諸表の注記5「中止事業および売却予定の資産」を参照してください。


Vodafone Group Plc	H1 FY25 Results

Cash flow, funding & dividend

-	Cash from operating activities: Increased 1.8% to €5.6 billion reflecting lower working capital outflows compared to the comparative period, together with lower tax payments, offset by a lower inflow from discontinued operations.

Borrowings: Closing borrowings were €55.8 billion (€57.0 billion as at 31 March 2024) and closing borrowings less cash and cash equivalents were €48.7 billion (€50.8 billion as at 31 March 2024). The decrease in borrowings of €1.2 billion was primarily driven by the repayment of the bank borrowings secured against Indus and VIL assets of €1.7 billion, repayment of bonds of €3.8 billion, a net reduction in collateral liabilities of €0.4 billion and favourable foreign exchange movements of €0.5 billion, partially offset by the issue of new bonds of €3.4 billion, an increase in lease liabilities of €1.1 billion and an increase in other borrowings of €1.0 billion.

Current liquidity: Cash and cash equivalents and short-term investments totalled €11.1 billion (€9.4 billion as at 31 March 2024). This includes €1.4 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: The interim dividend per share is 2.25 eurocents (FY24 H1: 4.5 eurocents). The ex-dividend date for the interim dividend was 21 November 2024 for ordinary shareholders, the record date was 22 November 2024 and the dividend is payable on 7 February 2025.


	H1 FY25	H1 FY24	Reported
Cash flow and funding	€m	€m	change %
Inflow from operating activities	5,644	5,544	1.8
Inflow/(outflow) from investing activities	2,467	(3,808)	164.8
Outflow from financing activities	(7,333)	(6,378)	(15.0)
Net cash inflow/(outflow)	778	(4,642)	116.8
Cash and cash equivalents at the beginning of the financial period	6,114	11,628
Exchange (loss)/gain on cash and cash equivalents	(21)	45
Cash and cash equivalents at the end of the financial period	6,871	7,031

Closing borrowings less cash and cash equivalents (excl. Vodafone Spain and Vodafone Italy)	(48,745)	(54,466)	10.5
Closing borrowings less cash and cash equivalents (incl. Vodafone Spain and Vodafone Italy)	(50,831)	(57,910)	12.2


Vodafone Group Plc	H1 FY25 Results

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 profit/(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 H1 FY24 comparatives in the tables below have been re-presented to reflect that Vodafone Spain and Vodafone Italy are discontinued operations and should be used as the basis of comparison to our H1 FY25 results. The disposal of Vodafone Spain completed on 31 May 2024.

Geographic performance summary


							Adjusted EBITDAaL
	Total revenue		Service revenue		Adjusted EBITDAaL		margin		Capital additions
	H1 FY25	H1 FY24	H1 FY25	H1 FY24	H1 FY25	H1 FY24	H1 FY25	H1 FY24	H1 FY25	H1 FY24
Segment results	€m	€m	€m	€m	€m	€m	%	%	€m	€m
Germany	6,122	6,405	5,500	5,722	2,290	2,527	37.4	39.5	1,035	1,171
UK	3,448	3,377	2,891	2,822	707	640	20.5	19.0	355	380
Other Europe¹	2,804	2,679	2,410	2,366	784	766	28.0	28.6	341	361
Turkey	1,391	1,128	1,103	828	394	254	28.3	22.5	185	140
Africa	3,705	3,590	2,951	2,924	1,214	1,241	32.8	34.6	444	469
Common Functions²	906	929	322	282	22	(1)			627	356
Eliminations	(100)	(125)	(68)	(83)	—	—			—	—
Group³	18,276	17,983	15,109	14,861					2,987	2,877


	FY24							FY25
	Q1	Q2	H1	Q3	Q4	H2	Total	Q1	Q2	H1
Segment service revenue growth	%	%	%	%	%	%	%	%	%	%
Germany	(1.3)	1.0	(0.1)	0.3	0.6	0.5	0.2	(1.5)	(6.2)	(3.9)
UK	3.0	5.1	4.1	5.5	6.8	6.2	5.1	2.0	2.9	2.4
Other Europe¹	(7.4)	(7.2)	(7.3)	(7.8)	0.3	(4.0)	(5.7)	1.6	2.1	1.9
Turkey	(8.5)	21.6	7.4	6.8	15.6	11.7	9.6	54.7	18.8	33.2
Africa	(14.3)	(14.8)	(14.6)	(7.5)	1.2	(3.4)	(9.2)	1.6	0.3	0.9
Group³	(4.7)	(1.9)	(3.3)	(1.5)	2.9	0.7	(1.3)	3.2	0.2	1.7


	FY24							FY25
	Q1	Q2	H1	Q3	Q4	H2	Total	Q1	Q2	H1
Segment organic service revenue growth⁴	%	%	%	%	%	%	%	%	%	%
Germany	(1.3)	1.1	(0.1)	0.3	0.6	0.5	0.2	(1.5)	(6.2)	(3.9)
UK	5.7	5.5	5.6	5.2	3.6	4.4	5.0	—	1.2	0.6
Other Europe¹	4.1	3.8	3.9	3.6	5.5	4.6	4.2	2.3	2.6	2.5
Turkey	74.1	85.0	79.3	90.4	105.6	97.8	88.5	91.9	89.1	90.3
Africa	9.0	9.0	9.0	8.8	10.0	9.4	9.2	10.0	9.7	9.9
Group³	5.4	6.6	6.0	6.3	7.1	6.7	6.3	5.4	4.2	4.8

FY24

FY25

Group profitability

Total

Operating profit

€m

1,081

776

1,857

1,808

3,665

1,545

837

2,382

Notes:

1.	Other Europe markets comprise Portugal, Ireland, Greece, Romania, Czech Republic and Albania.

2.	Capital additions in H1 FY25 includes software arrangements managed centrally on behalf of the Group.

Prior period Group metrics for Total revenue, Service revenue, Service revenue growth, Organic Service revenue growth and Capital additions have been re-presented to reflect that Vodafone Spain and Vodafone Italy are reported as discontinued operations and are therefore excluded from these Group metrics.

4.	Organic service revenue growth is non-GAAP measure. See page 52 for more information.


Vodafone Group Plc	H1 FY25 Results

Germany ⫶ MDUs impact financials, operational progress continues


36%		€6.1bn
of Group service revenue		Total revenue

42%		€2.3bn
of Group Adjusted EBITDAaL		Adjusted EBITDAaL


	H1 FY25		H1 FY24		Reported	Organic
	€m		€m		change %	change %¹
Total revenue	6,122		6,405		(4.4)
- Service revenue	5,500		5,722		(3.9)	(3.9)
- Other revenue	622		683
Adjusted EBITDAaL	2,290		2,527		(9.3)	(9.3)
Adjusted EBITDAaL margin	37.4	%	39.5	%

Note:

1.	Organic growth is a non-GAAP measure. See page 52 for more information.

Growth

Total revenue decreased by 4.4% to €6.1 billion as a result of lower service and equipment revenue. As anticipated, service revenue declined by 3.9% (Q1: -1.5%, Q2: -6.2%), primarily due to a 2.6 percentage point impact (Q1: -1.2 percentage points; Q2: -3.8 percentage points) from the end to 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 price increases in the prior year. The decline in quarterly trends was primarily driven by the full impact of the TV law change and the lapping of broadband price increases in the prior year.

Fixed service revenue decreased by 5.9% (Q1: -2.0%, Q2: -9.7%) due to the cumulative impact of TV and broadband customer losses. The MDU transition had a -6.9 percentage point impact (Q1: -2.1 percentage points) on fixed service revenue growth in Q2. Excluding this impact, the quarterly slowdown was primarily driven by the introduction of price increases in the prior year. Mobile service revenue decreased by 1.3% (Q1: -0.8%, Q2: -1.8%) as lower mobile termination rates and higher non-recurring payments from third-party resellers in Q2 in the prior year, were only partially offset by a higher contract customer base. Vodafone Business service revenue declined by 1.7% (Q1: -1.7%, Q2: -1.7%) as price pressure in the mobile segment was only partially offset by growth in digital services.

Adjusted EBITDAaL declined by 9.3%, primarily due to a 8.2 percentage point impact related to the MDU transition. Excluding this impact, the decline in adjusted EBITDAaL was driven by lower service revenue and incremental commercial investment in A&R, brand and Vodafone Business capabilities as we have chosen to prioritise investment in this market to drive our performance. This was partially offset by a 3.4 percentage point benefit from lower energy costs. The Adjusted EBITDAaL margin was 2.1 percentage points lower year-on-year at 37.4%.


Vodafone Group Plc	H1 FY25 Results

Customers

In 2024, our market-leading broadband network quality position has continued to be recognised in independent network test results from Connect, CHIP, ComputerBild and nPerf. However, the impact of broadband price increases last year continued to affect our commercial performance in H1, with our broadband customer base declining by 88,000 (Q1: -55,000; Q2: -33,000), including the loss of 41,000 (Q1: -32,000; Q2: -9,000) customers on our gigabit-capable network. We experienced further improvement in broadband net additions in Q2, as the churn related to the prior year price increases is now behind us. Our fibre-to-the-home (‘FTTH’) joint venture, OXG, continues to progress its network rollout with construction now having started in 21 cities. OXG has signed up more than 20 construction partners and will continue to add more to ramp up build capacity. In October, we became the largest fibre provider in Germany through our wholesale agreements with Deutsche Telekom & Deutsche Glasfaser as we can now market gigabit speeds to almost 5 million households beyond our cable footprint.

German TV laws relating to the practice of bulk TV contracting in MDUs changed in July 2024 and we have continued to migrate end users to new contracts at scale. By the end of September 2024, we had retained 4.0 million households, which is in line with our expectation that we would retain approximately 50% of the 8.5 million MDU TV households. We will continue to engage with the remaining households affected by the law change and drive penetration. Our total TV customer base declined by 2.9 million during the period, primarily due to the MDU transition.

Despite higher competitive intensity in the mobile market, our Consumer mobile contract customer base increased by 30,000 in the period, as our increased focus on higher value branded and direct sales channels was offset by the anticipated loss of low-margin customers through resellers’ channels. In addition, we saw 35,000 disconnections from business accounts, partly driven by some large contract tenders in the prior year. We added a further 2.8 million IoT connections, driven by continued demand from the automotive sector.

UK ⫶ Consumer customer satisfaction supporting growth


19%		€3.4bn
of Group service revenue		Total revenue

13%		€0.7bn
of Group Adjusted EBITDAaL		Adjusted EBITDAaL


	H1 FY25		H1 FY24		Reported	Organic
	€m		€m		change %	change %¹
Total revenue	3,448		3,377		2.1
- Service revenue	2,891		2,822		2.4	0.6
- Other revenue	557		555
Adjusted EBITDAaL	707		640		10.5	8.4
Adjusted EBITDAaL margin	20.5	%	19.0	%

Note:

1.	Organic growth is a non-GAAP measure. See page 52 for more information.


Vodafone Group Plc	H1 FY25 Results

Growth

Total revenue increased by 2.1% to €3.4 billion due to service revenue growth and the appreciation of GBP:EUR. Service revenue increased by 2.4% (Q1: 2.0%, Q2: 2.9%) due to foreign exchange movements and organic growth in service revenue which increased by 0.6% (Q1: 0.0%, Q2: 1.2%), as growth in Consumer was offset by a decline in Business.

Mobile service revenue grew by 0.6% (Q1: 0.6%, Q2: 0.6%), as the appreciation of GBP:EUR was offset by a decline in organic growth in mobile service revenue of 1.3% (Q1: -1.4%, Q2: -1.1%). The decline in organic growth was primarily driven 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, partially offset by Consumer customer base growth. Fixed service revenue grew by 7.9% (Q1: 6.1%, Q2: 9.6%) and organic growth in fixed service revenue was 6.0% (Q1 4.1%, Q2: 8.0%). Growth was supported by foreign exchange movements, continued growth in the customer base and ARPU growth in Consumer. Vodafone Business service revenue decreased by 0.5% (Q1: -1.1%, Q2: 0.2%) and organic growth in Vodafone Business service revenue declined by 2.4% (Q1: -3.0%, Q2: -1.7%) as the appreciation of GBP:EUR and growth in fixed was offset by a decline in mobile, primarily driven by lower inflation-linked price increases and ARPU pressure. The higher growth in Q2 was supported by the phasing of project revenue.

Adjusted EBITDAaL increased by 10.5% in the period, and on an organic basis, adjusted EBITDAaL increased by 8.4%. The increase in EBITDAaL was primarily driven by service revenue growth, a 2.7 percentage point benefit from lower energy costs, and other cost efficiencies, as well as foreign exchange movements in the reported measure. The Adjusted EBITDAaL margin improved by 1.5 percentage points year-on-year on a reported and organic basis to 20.5%.

Customers

In mobile, our Consumer contract customer base increased by 65,000 in the period, supported by our customer experience improvements and Vodafone ‘EVO’ handset proposition, resulting in record low H1 churn. This was 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 declining by 35,000 in H1. In fixed, we continue to be one of the fastest growing broadband providers in the UK and our customer base increased by 94,000 in the period. We now cover 17.3 million households, and in July, we announced that we now offer faster speeds of up to 2.2Gbps in more locations than any other provider. On 12 September, we became one of the first providers to support the new ‘One Touch Switching’ service, making it even easier for customers to join us. In H1, we hit our highest ever Consumer NPS level and were recognised as Consumer NPS co-leader in the market, reflecting the significant improvements and investment we have made to our customer experience.

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. Following the merger, which we expect to close in early 2025, Vodafone and CK Hutchison will own 51% and 49% of the combined business, respectively. This combination is expected to 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 standalone 5G networks. As part of its investigation into the merger, the UK’s Competition and Markets Authority (‘CMA’) published its provisional findings and notice of possible remedies in September 2024, followed up with a remedies working paper in November. The final decision is expected by 7 December 2024. We disagree with the CMA’s provisional findings and have provided them with our response. We will continue to constructively engage with the CMA and remain confident that we can work with them to secure approval. Completion is expected in early 2025.


Vodafone Group Plc	H1 FY25 Results

Other Europe¹ ⫶ Continued Service revenue and EBITDAaL growth


16%		€2.8bn
of Group service revenue		Total revenue

14%		€0.8bn
of Group Adjusted EBITDAaL		Adjusted EBITDAaL


	H1 FY25		H1 FY24		Reported	Organic
	€m		€m		change %	change %²
Total revenue	2,804		2,679		4.7
- Service revenue	2,410		2,366		1.9	2.5
- Other revenue	394		313
Adjusted EBITDAaL	784		766		2.3	3.1
Adjusted EBITDAaL margin	28.0	%	28.6	%

Notes:

1.	Other Europe markets comprise Portugal, Ireland, Greece, Romania, Czech Republic and Albania.

2.	Organic growth is a non-GAAP measure. See page 52 for more information.

Growth

Total revenue grew by 4.7% to €2.8 billion as higher service and equipment revenue was partially offset by the depreciation of local currencies versus the euro. Service revenue increased by 1.9% (Q1: 1.6%, Q2: 2.1%) as adverse foreign exchange movements were offset by organic growth in service revenue of 2.5% (Q1: 2.3%, Q2: 2.6%), driven by a higher customer base in mobile and broadband, price actions in most markets, partly offset by lower mobile termination rates. Business project revenue accelerated during Q2.

In Portugal, both our Consumer and Business segments continued to perform well, also supported by inflation-linked contractual price increases implemented in February 2024. In Ireland, service revenue was impacted by lower mobile termination rates and lower Business fixed revenue, partially offset by a higher customer base in mobile and broadband base growth. Service revenue in Greece increased, particularly due to growth in the public sector.

Vodafone Business service revenue increased by 4.5% (Q1: 2.5%, Q2: 6.6%), as organic growth in Vodafone Business service revenue of 5.4% in H1 (Q1: 3.3%, Q2: 7.5%) 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 increased by 2.3% in the period and, on an organic basis, by 3.1%, supported by service revenue growth and ongoing cost control. The Adjusted EBITDAaL margin decreased by 0.6 percentage points year-on-year to 28.0%.

Customers

We added 231,000 mobile contract customers across our six markets, mainly driven by Portugal and Greece. In Portugal, we added 67,000 contract customers in mobile and 12,000 in fixed broadband. In Greece, the mobile contract base grew by 86,000, though fixed broadband customers declined by 10,000. In Ireland, our mobile contract customer base increased by 9,000 and the broadband customer base by 15,000. Through our fixed wholesale network access partnerships, including our fibre joint venture, SIRO, we now cover over 1.4 million households in Ireland with FTTH.


Vodafone Group Plc	H1 FY25 Results

Turkey ⫶ Consistent real growth


7%		€1.4bn
of Group service revenue		Total revenue

7%		€0.4bn
of Group Adjusted EBITDAaL		Adjusted EBITDAaL


	H1 FY25		H1 FY24		Reported	Organic
	€m		€m		change %	change %¹
Total revenue	1,391		1,128		23.3
- Service revenue	1,103		828		33.2	90.3
- Other revenue	288		300
Adjusted EBITDAaL	394		254		55.1	114.2
Adjusted EBITDAaL margin	28.3	%	22.5	%

Note:

1.	Organic growth is a non-GAAP measure. See page 52 for more information.

Hyperinflationary accounting in Turkey

Turkey 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 condensed consolidated financial statements for further information.

Organic growth metrics exclude the impact of the hyperinflation adjustment and foreign exchange translation in Turkey. See page 52 for more information.

Growth

Total revenue increased by 23.3% to €1.4 billion, with service revenue growth partly offset by depreciation of the local currency versus the euro in prior quarters.

Service revenue increased in euro terms by 33.2% (Q1: 54.7%, Q2: 18.8%) as organic growth in service revenue in Turkey of 90.3% (Q1: 91.9%, Q2: 89.1%), primarily driven by ongoing price actions and continued customer base growth, was only partially offset by adverse foreign exchange movements.

Vodafone Business service revenue increased in euro terms by 48.6% (Q1: 71.1%%, Q2: 32.8%) and organic growth in Vodafone Business service revenue was 111.2% (Q1: 112.6%, Q2: 109.9%) during the period, with growth primarily supported by Business demand for our digital services, as well as inflationary mobile price actions.

Adjusted EBITDAaL continued to grow in euro terms and increased by 55.1% during the period and on an organic basis, adjusted EBITDAaL in Turkey increased by 114.2%. Adjusted EBITDAaL growth was supported by service revenue growth, ongoing digitalisation and our continued focus on cost efficiency. The Adjusted EBITDAaL margin increased by 5.8 percentage points year-on-year (organic: 6.0 percentage points) to 28.3%.

Customers

We added 369,000 mobile contract customers during the first half of FY25, including migrations of prepaid customers.


Vodafone Group Plc	H1 FY25 Results

Africa ⫶ Robust performance


20%		€3.7bn
of Group service revenue		Total revenue

22%		€1.2bn
of Group Adjusted EBITDAaL		Adjusted EBITDAaL


	H1 FY25		H1 FY24		Reported	Organic
	€m		€m		change %	change %¹
Total revenue	3,705		3,590		3.2
- Service revenue	2,951		2,924		0.9	9.9
- Other revenue	754		666
Adjusted EBITDAaL	1,214		1,241		(2.2)	6.7
Adjusted EBITDAaL margin	32.8	%	34.6	%

Note:

1.	Organic growth is a non-GAAP measure. See page 52 for more information.

Growth

Total revenue increased by 3.2% to €3.7 billion as higher service and equipment revenue was offset by the depreciation of the Egyptian pound versus the euro. Service revenue increased by 0.9% (Q1: 1.6%, Q2: 0.3%) and organic growth in service revenue was 9.9% (Q1: 10.0%, Q2: 9.7%) with growth in South Africa, Egypt and all of Vodacom’s international markets, apart from Mozambique.

In South Africa, service revenue growth was supported by the Consumer mobile contract segment, which benefited from price increases implemented in the first quarter, and fixed line growth in Consumer and Business. Growth slowed in Q2 due to Consumer prepaid mobile, which faced a tough comparative. Financial services reported revenue grew by 11.7% to €86 million, supported by growth in our insurance services.

Service revenue in Egypt continued to grow above inflation during the period and the performance was supported by sustained customer base growth, price actions, demand for data and growth in our financial services product, ‘Vodafone Cash’. Vodafone Cash reported revenue increased by 22.5% to €49 million and now represents 7.6% of Egypt’s service revenue.

In Vodacom’s international markets, service revenue growth was supported by a higher customer base and M-Pesa and data revenue growth. M-Pesa reported revenue grew by 6.4% to €200 million, and now represents 27.0% of service revenue.

Vodacom Business service revenue grew by 2.7% (Q1: 2.3%; Q2: 3.0%) and organic growth in Vodacom Business service revenue was 8.8% (Q1: 8.4%; Q2: 9.2%), with South Africa supported by demand for digital services and fixed connectivity.

Adjusted EBITDAaL declined by 2.2% because of the depreciation of local currencies versus the euro. On an organic basis, adjusted EBITDAaL increased by 6.7%, as service revenue growth and cost initiatives were partly offset by costs in the DRC related to bad debt and inflation escalations. The adjusted EBITDAaL margin decreased by 1.8 percentage points year-on-year (organic: -1.1 percentage points) to 32.8%.


Vodafone Group Plc	H1 FY25 Results

Customers

In South Africa, we added 113,000 contract customers in the period, and now have a mobile contract base of 6.9 million. Across our active customer base, 78.1% of our mobile customers now use data services, an increase of 3.9 percentage points or 1.2 million year-on-year. Our ‘VodaPay’ super-app continued to gain traction with 8.4 million registered users.

In Egypt, we added 326,000 contract customers and 1.2 million prepaid mobile customers during the period, and we now have 49.9 million customers. ‘Vodafone Cash’ reached 9.6 million active users with 1.4 million users added during the period.

In Vodacom’s international markets, we added 2 million mobile customers in H1 and our mobile customer base is now 56.1 million, with 68.4% of active customers using our data services. Our M-Pesa customer base now totals 23.8 million.

Discontinued operations


	H1 FY25	H1 FY24	Reported	Organic
Italy	€m	€m	change %	change %¹
Total revenue	2,249	2,320	(3.1)
- Service revenue	2,041	2,098	(2.7)	(2.7)
- Other revenue	208	222

Note:

1.	Organic growth is a non-GAAP measure. See page 52 for more information.

On 15 March 2024, we announced that we had entered into a binding agreement to sell Vodafone Italy to Swisscom AG for €8 billion upfront cash proceeds (subject to customary closing adjustments). Completion is expected to take place in early 2025.

Total revenue declined 3.1% to €2.2 billion due to lower service revenue and equipment revenue. Service revenue declined by 2.7% (Q1: -2.6%, Q2: -2.8%), as continued price pressure in the mobile value segment was only partly offset by Business demand for our fixed line connectivity and digital services.

Vodafone Investments


	H1 FY25	H1 FY24
Associates and joint ventures	€m	€m
Vantage Towers (Oak Holdings 1 GmbH)	(27)	(78)
VodafoneZiggo Group Holding B.V.	(59)	(78)
Safaricom Limited	79	89
Indus Towers Limited	55	62
Other¹ (including TPG Telecom Limited)	(88)	(46)
Share of results of equity accounted associates and joint ventures	(40)	(51)

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 period, total revenue increased by 7.1% to €601 million, supported by 1,015 net new tenancies and 318 new macro sites. As a result, the tenancy ratio increased to 1.51x (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 period, Vantage Towers distributed €158 million in dividends to Vodafone.


Vodafone Group Plc	H1 FY25 Results

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 increased 0.5% to €2.0 billion, as contractual price increases were partially offset by a decline in the fixed customer base. During the period, VodafoneZiggo’s mobile contract customer base declined by 16,000 due to the loss of low ARPU local government contracts in the prior year, while the broadband customer base declined by 43,000 customers due to the competitive price environment. VodafoneZiggo’s converged products & services deliver significant NPS and customer loyalty benefits, and 49% of broadband customers are now converged. VodafoneZiggo now offers gigabit speeds to 7.6 million homes, providing nationwide coverage. During the period, VodafoneZiggo successfully acquired 100 MHz spectrum license in the 3.5 GHz band. Vodafone’s lower share of losses was driven by higher gains on derivative financial instruments and higher operating income which were partially offset by higher tax and interest expenses. During H1 FY25, Vodafone received €26 million in interest payments from the joint venture.

Safaricom Associate (Kenya) – 27.8% ownership

Safaricom service revenue grew by 23.3% to €1.3 billion, driven by organic growth of 14.1% and favourable foreign exchange movements of the Kenyan shilling versus the euro. Vodafone’s lower share of results was due to the devaluation of the Ethiopian Birr. During the period, Vodafone received €73 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 €12 million in dividends from its direct stake in TPG. The Group provides guarantees amounting to $1.0 billion and €0.6 billion (2023: US$1.75 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.

Indus Towers Limited Associate (India) – 3.0% ownership

In June 2024, we announced that we had sold 484.7 million shares in Indus, representing 18.0% of share capital. The INR 153.0 billion (€1.7 billion) in gross proceeds were used to substantially repay loans secured against our Investments in Indus Towers Limited and Vodafone Idea Limited. Following the transaction, the Group classifies its remaining 3.0% investment in Indus as an Other Investment.

Vodafone Idea Limited Joint Venture (India) – 22.6% ownership

After undertaking equity fund-raisings and allotments to vendors since March 2024, the Group’s shareholding in Vodafone Idea Limited has reduced to 22.6%. For more information, see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements of Vodafone Group Plc for the year ended 31 March 2024.


Vodafone Group Plc	H1 FY25 Results

Net financing costs


		Re-presented¹
	H1 FY25	H1 FY24	Reported
	€m	€m	change %
Investment income	566	368
Financing costs	(843)	(1,395)
Net financing costs	(277)	(1,027)	73.0
Adjustments for:
Mark-to-market (gains)/losses	(55)	141
Foreign exchange losses	14	90
Fair value gains on Other Investments through profit and loss	(242)	—
Adjusted net financing costs²	(560)	(796)	29.6

Notes:

The results for the six months ended 30 September 2023 have been re-presented to reflect that the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations. See note 5 ‘Discontinued operations and assets held for sale’ in the condensed consolidated financial statements for more information.

2.	Adjusted net financing costs is a non-GAAP measure and exclude mark-to-market and foreign exchange gains/losses, together with fair value movements on other investments through profit and loss. See page 52 for more information.

Net financing costs of €277 million (H1 FY24: €1,027 million) decreased by €750 million and include a gain of €238 million on certain bonds bought back prior to their maturity dates; a revaluation gain of €242 million from Other investments classified at fair value through profit and loss and mark-to-market gains on derivatives in the period.

Adjusted net financing costs of €560 million (H1 FY24: €796 million) decreased by €236 million, mainly as a result of the gain from the early redemption of the bonds bought back in the period. Excluding this non-recurring item, Adjusted net financing costs remained in line with the prior period.

Taxation


			Re-presented¹
	H1 FY25		H1 FY24		Reported
	%		%		change pps
Effective tax rate	42.8	%	89.9	%	(47.1)

Note:

The Group’s Effective tax rate (‘ETR’) for H1 FY25 was 42.8%.

This reflects items that are not expected to re-occur, including a €164 million tax charge arising on the €26 million net gain on the disposal of a 10% stake in Oak Holdings GmbH, the recognition of a financial liability at fair value of €238 million on Indus Towers (see note 11 ‘Fair value of financial instruments’ in the condensed consolidated financial statements) without tax credit, and a net €41 million tax charge as an effect of hyper-inflation accounting adjustments in Turkey (H1 FY24: €121 million charge).

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 H1 FY25 tax charge includes a current tax charge of €5 million relating to Pillar 2 income taxes.

The ETR for H1 FY24 included €250 million relating to the use of prior year losses in Luxembourg, a €78 million tax charge arising on the completion of the Vantage Towers share disposal in H1 FY24, and a €121 million charge as an effect of hyper-inflation accounting adjustments in Turkey.


Vodafone Group Plc	H1 FY25 Results

Earnings per share


			Re-presented¹		Reported
	H1 FY25		H1 FY24		change
	eurocents		eurocents		eurocents
Basic earnings/(loss) per share - Continuing operations	3.92	c	(0.40)	c	4.32	c
Basic earnings/(loss) per share - Total Group	3.98	c	(1.28)	c	5.26	c

Note:

Basic earnings per share from continuing operations was 3.92 eurocents, compared to a basic loss per share of 0.40 eurocents for H1 FY24. The increase was primarily due to higher operating profit, combined with lower net financing costs.

Cash flow & funding

Analysis of cash flow


	H1 FY25	H1 FY24	Reported
	€m	€m	change %
Inflow from operating activities	5,644	5,544	1.8
Inflow/(outflow) from investing activities	2,467	(3,808)	164.8
Outflow from financing activities	(7,333)	(6,378)	(15.0)
Net cash inflow/(outflow)	778	(4,642)	116.8
Cash and cash equivalents at the beginning of the financial period	6,114	11,628
Exchange (loss)/gain on cash and cash equivalents	(21)	45
Cash and cash equivalents at the end of the financial period	6,871	7,031

Cash inflow from operating activities increased to €5,644 million reflecting lower working capital outflows compared to the comparative period, together with lower tax payments, offset by a lower inflow from discontinued operations.

Inflow from investing activities increased by €6,275 million to €2,467 million, primarily in relation to 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). 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. The remaining €400 million relates to the future use of the Vodafone brand and certain procurement services to be provided by the Group to Zegona and is included in Inflow from operating activities.

Outflows from financing activities increased to €7,333 million as higher net cash outflows in respect of borrowings, higher interest paid arising from the repayment of borrowings secured against Indian assets and higher outflows in relation to the purchase of treasury shares outweighed a smaller cash outflow in respect of discontinued operations.

Borrowings and cash position


		Re-presented¹
	H1 FY25	Year-end FY24	Reported
	€m	€m	change %
Non-current borrowings	(47,232)	(49,259)
Current borrowings	(8,521)	(7,728)
Borrowings	(55,753)	(56,987)
Cash and cash equivalents	7,008	6,183
Borrowings less cash and cash equivalents	(48,745)	(50,804)	4.1

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.


Vodafone Group Plc	H1 FY25 Results

Borrowings principally includes bonds of €39,522 million (31 March 2024: €40,743 million), lease liabilities of €10,790 million (31 March 2024: €9,672 million), cash collateral liabilities of €2,179 million (31 March 2024: €2,628 million) and €94 million (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 €1,234 million was primarily driven by the repayment of the bank borrowings secured against Indus and VIL assets of €1,699 million, repayment of bonds of €3,812 million, a net reduction in collateral liabilities of €449 million and favourable foreign exchange movements of €480 million, partially offset by the issue of new bonds of €3,352 million, an increase in lease liabilities of €1,118 million and an increase in other borrowings of €986 million.

Funding facilities

As at 30 September 2024, the Group had undrawn revolving credit facilities of €7.6 billion comprising euro and US dollar revolving credit facilities of €4.1 billion and US$4.0 billion (€3.5 billion) which mature in 2029 and 2028 respectively. Both committed revolving credit facilities support US and euro commercial paper programmes of up to US$15 billion (€13.4 billion) and €10 billion respectively.

Post employment benefits

As at 30 September 2024, the Group’s net surplus of scheme assets over scheme liabilities was €193 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 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 has announced an interim dividend per share of 2.25 eurocents (H1 FY24: 4.50 eurocents).

The ex-dividend date for the interim dividend was 21 November 2024 for ordinary shareholders and 22 November 2024 for ADR holders, the record date was 22 November 2024 and the dividend is payable on 7 February 2025.

Shareholders may elect to receive their dividend in either eurocents or GBP and the last day for election will be 17 January 2025. Alternatively, shareholders may participate in the dividend reinvestment plan and elections must be made by 17 January 2025. More information can be found at vodafone.com/dividends

Statement of financial position

The consolidated statement of financial position is set out on page 31. Details on the major movements of both our assets and liabilities in the year are set out below.

In accordance with IFRS requirements, Vodafone Italy is reported as discontinued operations in the consolidated financial statements. Assets and liabilities of Vodafone Italy of €11.7 billion and €3.9 billion, respectively, are classified as held for sale as at 30 September 2024 and are presented separately as current items in the consolidated statement of financial position. Assets and liabilities held for sale as at 31 March 2024 comprised Vodafone Spain and Vodafone Italy. The sale of Vodafone Spain completed on 31 May 2024.

See note 5, ‘Discontinued operations and assets held for sale’ and note 10 ‘Disposals’ in the condensed consolidated financial statements for more information.


Vodafone Group Plc	H1 FY25 Results

Assets

Non-current assets

Goodwill and other intangible assets decreased by €0.4 billion between 31 March 2024 and 30 September 2024 to €38.5 billion. This primarily reflects the amortisation of computer software and licence and spectrum fees, partially offset by additions in the period.

Property, plant and equipment increased by €1.2 billion between 31 March 2024 and 30 September 2024 to €29.7 billion. This reflected foreign exchange movements and depreciation charges, offset by additions in the period.

Investments in associates and joint ventures decreased by €2.9 billion between 31 March 2024 and 30 September 2024 to €7.1 billion due to the sale of a further 10% stake in Oak Holdings 1 GmbH and the sale of an 18% stake in Indus Towers Limited (‘Indus’). See note 10 ‘Disposals’ in the condensed consolidated financial statements for more information.

Other non-current assets increased by €1.4 billion between 31 March 2024 and 30 September 2024 to €28.8 billion, primarily due to (i) a €1.5 billion increase other investments which reflects the inclusion of the Group’s remaining 3% interest in Indus following the sale of the 18% stake referred to above and an investment in Zegona shares arising from the disposal of Vodafone Spain (see note 11 ‘Fair value of financial instruments’ for more information), and (ii) a €0.2 billion increase in trade and other receivables. These increases were partially offset by a decrease of €0.5 billion in deferred tax assets. See note 4 ‘Taxation’ in the condensed consolidated financial statements for more information.

Current assets

Current assets increased by €3.4 billion between 31 March 2024 and 30 September 2024 to €23.9 billion. This was primarily due to an increase of €1.3 billion in trade and other receivables, an increase of €1.0 billion in other investments and an increase of €0.8 billion in cash and cash equivalents.

Total equity and liabilities

Total equity decreased by €0.4 billion between 31 March 2024 and 30 September 2024 to €60.6 billion, primarily due to comprehensive income in the period of €1.9 billion which was offset by: (i) €1.4 billion of dividends paid to the Group’s shareholders and (ii) €1.0 billion treasury share purchases.

Non-current liabilities

Non-current liabilities decreased by €1.2 billion between 31 March 2024 and 30 September 2024 to €52.9 billion, primarily due to a €2.0 billion decrease in borrowings, partially offset by a €0.8 billion increase in trade and other payables. See page 17 for commentary on the movement in borrowings in the period.

Current liabilities

Current liabilities decreased by €0.2 billion between 31 March 2024 and 30 September 2024 to €22.1 billion, primarily due to a €1.2 billion decrease in trade and other payables, partially offset by a €0.8 billion increase in borrowings and a €0.3 billion increase in taxation liabilities. See page 17 for commentary on the movement in borrowings in the period.

Inflation

The Group continues to apply hyperinflationary accounting, as specified in IAS 29, at its Turkish operations where the functional currency is the Turkish lira and to Safaricom’s operations in Ethiopia where the Ethiopian birr is the functional currency. See note 1 ‘Basis of preparation’ in the condensed consolidated financial statements for more information and for a summary of the impact on the financial results of the Group for the six months ended 30 September 2024.


Vodafone Group Plc	H1 FY25 Results

Other significant developments

Executive Committee changes

On 15 April 2024, the Group announced that Marika Auramo had been appointed CEO of Vodafone Business with effect from 1 July 2024 and became a member of the Executive Committee from the same date.

On 18 July 2024, the Group announced that Aldo Bisio will step down as CEO Vodafone Italy and a Group Executive Committee member on 15 November 2024. Aldo Bisio will remain a non-executive member of the Board of Directors of Vodafone Italy to oversee the regulatory approval process of the sale of Vodafone Italy to Swisscom.

Other leadership changes

Sabrina Casalta, currently CFO Vodafone Italy, will be appointed interim CEO Vodafone Italy from 15 November 2024 through to the completion of the sale of Vodafone Italy.

Portfolio update

Vodafone Spain

On 31 May 2024, the Group announced it had completed the sale of Vodafone Holdings Europe, S.L.U. (‘Vodafone Spain’) to Zegona Communications plc 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 the sale of 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 holds a 3.1% shareholding in Indus.

Vantage Towers

On 22 July 2024, the Group announced the sale of a further 10% stake in Oak Holdings GmbH, the partnership that co-controls Vantage Towers, for €1.3 billion. Oak Holdings GmbH owns 89.3% of Vantage Towers and Vodafone’s effective ownership is now 44.7% following this transaction. Vodafone received €1.3 billion from the sale of this equity stake.


Vodafone Group Plc	H1 FY25 Results

Risk factors

Principal risks

The key factors and uncertainties that could have a significant effect on the Group’s financial performance, include the following:

Adverse changes in macroeconomic conditions

Adverse changes to economic conditions could result in reduced customer spending, higher interest rates, adverse inflation, or adverse foreign exchange rates. Adverse conditions could also lead to limited debt refinancing options and/or an increase in costs

Adverse market conditions

Increasing competition could lead to price wars, reduced margins, loss of market share and/or damage to market value.

Adverse political and policy environment

Adverse political and policy measures impacting our strategy could result in increased costs, create a competitive disadvantage, or have a negative impact on our return on capital employed.

Company transformation

Failure to effectively and successfully transform Vodafone to adapt to future challenges and demands could result in outdated business models, increased operational complexity, and hinder growth.

Cyber threat

An external cyber attack, insider threat or supplier breach could cause service interruption or data breach which could lead to fines, reputational damage, loss of value, loss of business and failure to meet customers’ expectations.

Data management and privacy

Data breaches, misuse of data, data manipulation, inappropriate data sharing, poor data quality or data unavailability could lead to fines, reputational damage, loss of value, loss of business opportunity, and failure to meet customer expectations.

Disintermediation

Failure to effectively respond to threats from emerging technology or disruptive business models could lead to a loss of customer relevance, market share and new/existing revenue streams.

Portfolio transformation and governance of investments

Failure to manage appropriate joint ventures (‘JVs’), and other investments or challenges to the timely completions of inflight portfolio actions may result in a loss of growth potential and shareholder value.

Supply chain disruption

Disruption in our supply chain could mean that we are unable to execute our strategic plans, resulting in product and service, unavailability and delays, increased cost, reduced choice, and lower network quality.

Technology resilience and future readiness

Network, system or platform outages or ineffective execution of the technology strategy could lead to dissatisfied customers and/or impact revenue.


Vodafone Group Plc	H1 FY25 Results

Watchlist risks

Our watchlist risk process enables us to monitor material risks to the Group which fall outside principal risks. These include, but are not limited to:

Environmental, Social and Governance (‘ESG’)

Failure to prioritise ESG considerations may result in reputational damage. Negative publicity related to environmental harm, social issues, or governance failures can lead to loss of trust amongst customers, investors and the broader public.

Infrastructure competitiveness

We continue to provide the appropriate broadband technology in our fixed and mobile networks. Our technology strategy incorporates our fixed and mobile network evolution steps to enhance our coverage and network performance.

Legal compliance

Non-compliance with laws and regulations including anti-bribery, competition law, anti-money laundering, trade controls and sanctions, potentially leading to fines and reputational risk.

Product innovation

Failure to create and deliver new products and service categories that diversify revenue growth, unlock new consumer engagement and mitigate disruption from digital natives.

Tax

Tax risk covers our management of tax across the markets in which we operate and how we respond to changes in tax law, which may have an impact on the Group.

Emerging risks

We face a number of uncertainties where an emerging risk may potentially impact us. In general, we encounter three types of emerging risks. The first type is a new risk in a known context, where it emerges from the external environment and can impact the organisation’s activities. An example of this is the potential impact of conflict in the Middle East. The second type is a known risk in a new context, such as the need for new skills and talent to support future services. The third type is a new risk in a new context, such as the impact of the commercial space age.

We continue to identify new emerging risk trends, using inputs from analysis of the external environment and internal sources. We evaluate our risks across different time periods, allowing us to provide the appropriate level of focus on these emerging risks. We categorise our emerging risk into five different categories: technological, political/regulatory, economic, societal and business environment, so that the relevant expertise across the business can assess the potential impacts and time horizon of these risks.

In some cases, there may be insufficient information to fully analyse and understand the likelihood, impact or velocity of the risk. As a result, we may not be able to develop a complete mitigation plan until we have a better understanding of the threat.

Our emerging risks, within predefined risk categories, are provided to the ExCo and the Audit and Risk Committee for further scrutiny.


Vodafone Group Plc	H1 FY25 Results

Regulation

Introduction

Our operating companies are generally subject to regulation governing their business activities. Such regulation typically takes the form of industry-specific law and regulation covering telecommunications services and general competition (anti-trust) law applicable to all activities. The following section describes the regulatory frameworks and the key regulatory developments at national and regional levels and in the European Union (‘EU’), in which we had significant interests during the period ended 30 September 2024. Many of the regulatory developments reported in the following section involve ongoing proceedings or consideration of potential proceedings that have not reached a conclusion. Accordingly, we are unable to attach a specific level of financial risk to our performance from such matters.

In June 2024, EU citizens were called upon to elect the new European Parliament. This also resulted in a pause for new legislation. With the start of the new Commission, expected by the end of the year, a new legislative cycle will start.

In the meantime, enforcement of the Digital Markets Act (‘DMA’) continues.

The DMA became fully enforceable on 7 March 2024, with the six companies designated as Digital Gatekeepers taking steps to comply with the regulation and evidencing this in the form of a report to be audited by the European Commission (EC).

The EC has already launched investigations into three Gatekeepers for possible non-compliance with their obligations under the law: Apple, Google and Meta. The primary focus of these investigations is on conditions and charges for developers within the Apple and Google app stores, and in particular on the new Core Technology Fee Apple has announced as part of its DMA compliance. The EC has committed to conclude proceedings within 12 months. Companies will receive preliminary findings from the EC that they can respond to and the opportunity to submit comments. When the final decision is out, Gatekeepers will have two months to appeal to the EU courts.

Additionally, in September 2024 the EC opened specification proceedings into Apple to instruct it on how to comply with the DMA’s interoperability obligations, recognising that the steps announced so far are insufficient. The EC must conclude proceedings within six months, so by 19 March 2025, and during that time will communicate its preliminary findings to both Apple and third parties to comment. While the Commission has chosen, for the time being, to assist Apple with its compliance, it does not rule out imposing fines for non-compliance in the future if Apple continues to fail to live up to its obligations.

Enforcement of the Digital Services Act continues. The EC has now designated more than 20 firms as Very Large Online Platforms (‘VLOPS’) subject to its direct supervision and has opened enforcement proceedings into a number of VLOPs including Meta, Tik Tok and X (formerly Twitter). Smaller online platforms and other intermediaries became subject to new and updated rules on content moderation and due diligence as of 17 February 2024.

The AI Act was published in the Official Journal of the EU on 12 July 2024 and entered into force on 2 August 2024. Enforcement will take place over a two-year time scale, starting with the prohibited AI systems from 2 February 2025 and concluding with the rules for high-risk AI systems by August 2026. Vodafone has signed the voluntary AI Pact, which launched in September 2024, allowing companies to anticipate their compliance with the Act by adhering to several baseline commitments.

The Corporate Due Diligence Directive entered into force on 25 July 2024. It is linked to the forced labour regulation, which bans products produced by force labour and applies to any forced or child labour used at any stage of the supply chain. The regulation was adopted on 23 April 2024 by the EU Parliament. On the reporting side, the Corporate Sustainable Reporting Directive entered into force in 2023, however the long-awaited guidance on reporting standards by the European Financial Reporting Advisory Group was published in May 2024.


Vodafone Group Plc	H1 FY25 Results

The Ecodesign for Sustainable Products Regulation establishes ecodesign requirements for the placing on the market of mobile phones, cordless phones and slate tablets. The Regulation entered into force on 18 July 2024. Delegated acts will be set for different products and material groups – a timetable to be published in Q4 2024.

In line for more whole-cycle ecodesigned products, the Right to repair Directive entered into force on 30 July 2024, setting out common rules to promote the repair of goods within the legal guarantee. Ecodesign products are linked to this information and The Green Claims Directive, with both EU Parliament and Council ready to start trials in Q3 2024.

In April 2023, the EU-Ukraine Association Committee in Trade Configuration and in October 2023 the EU-Moldova Association Committee in Trade Configuration each adopted a decision to apply EU ‘roam like at home’, intra-EU communication provisions and EU fixed termination rates (‘FTR’), and mobile termination rates (MTR, only Ukraine) between the EU and Ukraine / EU and Moldova. The transposition by Ukraine was completed in the summer of 2024 and notification to the EU is imminent. The timeframe for transposition by Moldova is one year for intra-EU communications and two years for roaming and MTR/FTR after entry into force of this decision. The EC will then assess the transposition and in a further step grant internal market treatment before the provisions become applicable.

On 15 September 2022, the EC adopted its draft proposal for a Cyber Resilience Act (‘CRA’), introducing horizontal cybersecurity requirements for products with digital elements and associated services that are placed on the European single market. Products in scope will be subject to conformity assessment. Highly critical products will be subject to European cybersecurity certification schemes. The Parliament has already approved the final compromise text and the Council adopted it on 10 October 2024. The CRA was published in the Official Journal of the European Union on 20 November 2024.

The Gigabit Infrastructure Act (‘GIA’) revises the 2014 Broadband Cost Reduction Directive. It was adopted by the co-legislators at the end of April. The GIA aims to reduce the cost of deploying gigabit electronic communications networks. While some of the proposed measures where watered down in the legislative process, welcomed proposals include the right to submit applications for all permits (or renewals) and rights of way in electronic format via a ‘Single Information Point’, permit fees not exceeding administrative costs, permit exemptions to civil engineering works, conditional tacit approval on permits and access to rooftops. While the European Parliament proposed a ban on intra-EU communications retail surcharges, the legislators agreed to prolong the current caps until 2029. Abolition of surcharges from then onwards is conditional on (i) an EC review / impact assessment by 2027 and (ii) an EC implementing act on fair use provisions by 2028. Otherwise, the caps will expire in 2032. The GIA determines that operators may voluntarily apply ‘call-like-at-home’ charging from January 2025 subject to fair use policy.

The EC adopted, in February 2024, a digital connectivity package aimed at fostering innovation, security and resilience of digital infrastructures. The package includes (i) a White Paper on ‘How to master Europe's digital infrastructure needs?’, and (ii) a Recommendation on the security and resilience of submarine cable infrastructures. A public consultation on the White Paper ran until 30 June 2024. The contributions to the White Paper will inform the work of the new EC, which is expected to propose a revision of the telecommunications framework by the end of 2025.

Reports by Enrico Letta and Mario Draghi considering the EU Single Market and European Competitiveness respectively, were published in April and September 2024, respectively, and align closely with Vodafone’s strategic asks and push for an urgent Digital Networks Act proposal. Draghi’s report not only endorses the European Commission's telecoms problem statement but elevates telecom as a top priority for the upcoming mandate, suggesting an EU Telecoms Act as a key framework overhaul. Both reports address Vodafone’s priorities comprehensively – supporting consolidation, spectrum harmonisation, enabling cross-border delivery of services through passporting or alternative harmonisation mechanisms, – while urging greater contribution from large content generators towards infrastructure costs. Letta’s conclusions advocate for an updated EU single market to secure Europe’s economic resilience. The strong alignment and urgency embedded in these recommendations significantly reinforce our advocacy objectives and give them political momentum. These reports provide political guidance and will feed into the work of the new EC.


Vodafone Group Plc	H1 FY25 Results

Country specific

Germany

Licences for frequency allocations at 800MHz, parts of 1800MHz, and 2600MHz will expire at the end of 2025. Vodafone Germany currently holds allocations at 800MHz and 2600MHz. The NRA Bundesnetzagentur (BNetzA) is considering a prolongation of the existing licences by five years. BNetzA is expected to make a final decision by the end of 2024.

In 2019, Vodafone acquired spectrum at 2.1GHz and 3.6GHz. The spectrum allocation includes coverage obligations which, depending on the specifics of the obligation, have to be fulfilled by end of either 2022 or 2024. All mobile network operators have reported on time on the status of obligation fulfilment for the 2022 obligations, including given judicial or factual circumstances hindering fulfilment. BNetzA has assessed the reports, including Vodafone’s, and informed Vodafone about the results at the end of September 2023. BNetzA has conducted an official hearing with Vodafone on possible fines for a minor number of cases of non-fulfilment. BNetzA has not yet issued a final decision on potential fines.

United Kingdom

In September 2024, a One-Touch Switching process was launched in the UK following the introduction of a new regulatory switching requirement. Ofcom have announced the prohibition of inflation-linked, or percentage-based, price rise terms in all new contracts from 17 January 2025. As a result, Vodafone has adopted a new fixed increment approach for any mid-contract pricing changes. Ofcom confirmed that Vodafone met its spectrum licence obligation under the Shared Rural Network initiative to provide 4G service to 88% of UK geography by June 2024.

Ofcom is expected to begin consulting on the Telecom’s Access Review in Q1 2025. This will consider the regulatory approach for the UK’s fixed wholesale telecoms markets, with any new regulatory regime commencing from April 2026. We do not anticipate any material change in strategy, as Ofcom remains keen to encourage fibre investment in the UK. In parallel, a voice review will be conducted, with an expectation that the exiting strategy will be maintained.

Vodacom: South Africa (‘SA’)

The NRA (‘ICASA’) has concluded a Review of the Pro-competitive Conditions imposed on relevant licensees in terms of the Call Termination Regulations and published its Findings document on 28 March 2022. ICASA gave notice on 26 May 2023 of its intention to proceed with the cost modelling phase with the aim to implement revised voice call termination rates. Information requests were issues to all Licensees after an initial workshop held on 31 May 2023. During August 2023, ICASA finalised its consultation on costs standard and determined that pure LRIC cost standard were to be used. On the 22 March 2024, ICASA published draft amendments to the Call Termination Regulations for comment which included glidepaths for local termination rates, and reciprocal international termination rates. The rates proposed for mobile voice call termination, which is currently ZAR 9 cents for large operators, will reduce to 7 cents from 01 July 2024, and will reduce to 4 cents from 01 July 2025. For small operators, the rates proposed, which is currently 13 cents, will reduce to 9 cents from 01 July 2024, and will reduce to 4 cents from 01 July 2025. The rates proposed for fixed voice call termination, which is currently 6 cents, will reduce to 4 cents from 01 July 2024, and will reduce to 1 cent from 01 July 2025. ICASA held public hearings on 13 Jun 2024. The final step of the process is the publication of Final Regulations. Once this is complete, the new rates will become effective retrospectively.

On 23 June 2023, the Department of Communication and Digital Technology (‘DCDT’) published proposed amendments to the Electronic Communications Act (‘Bill’) for comment. Vodacom SA has submitted written comments on the Bill on 31 August 2023. There has been no further developments since the election of the new Parliament and the establishment of the Government of National Unity.


Vodafone Group Plc	H1 FY25 Results

On 29 February 2024, NRA published draft amendments to the End-user and Subscriber Service Charter (‘EUSSC’) Regulations 2016, relating to bundle usage sequencing and roll-over, and the transfer of bundles (or portions thereof) of voice minutes, SMS and data bundles, for comment. The NRA held a Public Hearing on 1 and 2 October 2024. Vodacom is to submit responses to questions following the Public Hearings on 25 October 2024. The Final step in the process is the publications of the Final Regulations.

The Department of Comms & Technologies published the final National Policy on Data and Cloud on 31 May 2024. The key objectives of the policy are to: create an enabling environment for the use of data and cloud services; prioritise the acceleration of digital infrastructure; promote data privacy, security, and data interoperability; and to use data to drive socio-economic development. The draft to this Policy was first published in April 2021 and it focused on data movement restrictions such as data localisation, data residency and data sovereignty. Vodacom is in the process of considering its options based on the impact of the policy.

In September 2022, the Minister published a draft policy in the government gazette for public comments. The final version of the Policy was published on 28 May 2024. Vodacom is in the process of considering its options based on the impact of the policy.

Other Europe: Ireland; Portugal; Romania; Greece; Czech Republic; Albania

Spectrum

In Portugal, Vodafone Portugal continues to appeal against certain aspects of the auction conditions for the 5G auction, which concluded in November 2021, claiming the conditions between new entrants and mobile network operators were discriminatory. Legal proceedings are still ongoing, with no expected date of conclusion, and the rights of use remain in place.

In Albania, the NRA (AKEP) launched the public consultation process on 7 February 2024. After a 2 month consultation period where several meetings were held at the industry level, the auctions took place on 17 October 2024 and 24 October 2024. NRA auctioned a quantity of 280 MHz of spectrum. The process was open to foreign operators as well. NRA has put several coverage obligations at territory level which have been opposed by Vodafone Albania during the consultation. The minimum price per each band was set at 3,624,000 euro for a block of 80 MHz and 1,812,000 euro for a block of 40 MHz with the limit that one operator can take more than 160 MHz of spectrum. Both operators, Vodafone Albania and One, won a quantity of 120 MHz spectrum. For this quantity of spectrum, Vodafone Albania offered 5,436,500 euro for bands 3680-3800 MHz. One Albania offered 5,437,355 euro for bands 3420-3540 MHz. Both spectrums are offered on a 15+5 year term.

The low band 700 Mhz is still under usage from the media operators.

Concerns over electromagnetic field (‘EMF’) triggered a residents’ petition in Greece for the annulment of the 5G Auction Tender document. Despite the auction process completing in December 2020 and the assigned spectrum already being in use by Vodafone Greece, the petition against the Tender document was heard in January 2022, and a decision by the Council of State is pending, estimated to conclude by the end of 2024. In the case that the petition is accepted, the assignment of 5G spectrum rights will be declared invalid.

In July 2023, Greek NRA (EETT) informed ΜNOs on the results of on-site audits which took place from October 2021 to March 2023 and indicated perceived breaches in Microwave links emission. In this context, EETT called ΜNOs to submit their views. Vodafone Greece replied to NRA’s letter and restored licensing status where relevant. Following this procedure, in January 2024, EETT called ΜNOs to a Hearing via written memorandum. Vodafone Greece submitted its memorandum and additional supporting documentation on 19 February 2024. The decision is still pending and expected to conclude by the end of 2024.


Vodafone Group Plc	H1 FY25 Results

Moreover, after the completion of licensing procedure for existing Base Stations (according to Law 4635/2019), EETT launched a series of hearings for 34 Base Stations (rejected or withdrawn applications). Vodafone Greece submitted a relevant memorandum for each case on 15 July 2024. The decision is expected by the end of 2024.

In the Czech Republic, the NRA (CTU) renewed 900 MHz and 1800 MHz licences of O2 Czech Republic and T-Mobile Czech Republic. The new licences are valid until the end of 2044 and include an obligation to share passive infrastructure built in selected rural areas and railway corridors with other 900 MHz or 1800 MHz licence holders, including Vodafone. In September 2024, Vodafone submitted a formal request to the CTU to start the renewal process of Vodafone’s 900 MHz and 1800 MHz licence. There has been no response yet.

Universal Service Obligations (‘USO’) and Consumer Support Measures

Vodafone Greece has four active appeals against the NRA (‘EETT’). These are in relation to charges amounting to approximately €16.75 million. Of this, €9.0 million is in relation to the provision of universal services by operator Hellenic Telecommunications Organisation (OTE) for the period of 2010 through to 2011. Vodafone Greece has appealed these costs. The hearings were held before the Administrative Court of Appeal, in April 2024 for 2010 and 2011 and the decisions are expected during 2025. The remaining €7.75 million has been imposed on Vodafone Greece due to a decision of EETT on the USO net costs for the period of 2012 to 2016. Vodafone Greece also appealed these costs.

The appeal has been referred to the Administrative Court of Appeal, with the hearing due in November 2024. In addition, the Universal Service Net Cost Allocation Decision for the years 2017 to 2019 was issued in October 2023, with the Vodafone share (incl. CYTA) being calculated at €2.2 million. Vodafone Greece appealed these costs before the Administrative Court of Appeal in April 2024; the hearing is postponed to 13 December 2024.

Similarly, Vodafone Portugal continues to challenge payment notices totalling €34.8 million issued by ANACOM regarding 2012 to 2014 extraordinary compensation of USO costs.

In Greece, a hearing for perceived breaches of consumer regulation regarding 22 retail customer cases was held by the NRA (EETT) on May 2024. Vodafone Greece submitted its memorandum on 07 August 24 and the decision is still pending.

In Ireland, Eircom challenged the ComReg’s 2019 findings on USO cost for the periods 2010-2015. For each year, ComReg found the net cost of provision of universal service did not represent an unfair burden on Eircom for the years in question. In 2020 the Irish court referred a question to the Court of Justice of the EU (‘CJEU’)concerning the unfair burden assessment. In 2022, the CJEU delivered its judgment and the Irish High Court made orders for ComReg to review aspects of its decisions in accordance with the CJEU judgment. ComReg has reviewed the years 2010-2011 and in June 2024 again found no unfair burden.

Access

In Albania, the national MTRs have been reduced from 1.11 Lek/minute to 1.02 Lek/minute effective from 1 October 2024 according to the relevant NRA decision following the market analysis finalized in February 2024. This is the first step of the two-year glidepath of national MTRs reduction at the end of which the MTR will reach 0.75 Lek/minute.

In Greece, after extensive discussions with the incumbent (OTE) and following approvals from the EC and the NRA (EETT), granted in July 2024, a wholesale volume discount agreement for OTE FTTH services was signed and entered into force on 8 August 2024.


Vodafone Group Plc	H1 FY25 Results

Other Africa and Middle East: Democratic Republic of the Congo (DRC); Tanzania; Mozambique; Lesotho; Turkey; Egypt.

Spectrum

In Mozambique, the 5G auction consultation proposes a reserve price of $15m per 2x5 of 700 MHz, $15m per 2600 MHz and $15m per 3500 MHz. The price for 2600 & 3500MHz is comparatively excessive against both Vodafone and neighbouring markets benchmarks. The proposed draft auction rules are also against best practice. The Communications Regulator has indicated a willingness to introduce coverage obligations in exchange for marginally reduced pricing, but these are yet to be reflected in the official auction rules. The final auction rules are pending the approval of the cabinet of ministers. The cabinet of ministers has approved the auction rules and terms and conditions which have now been published in the Government Gazette, to legalize the launch of the auction. The auction was expected to be scheduled 60 days subsequent to the publication of the joint dispatch; however, informal discussion indicate that the auction has been postponed.

In Egypt, in January 2024, mobile operators received a proposal from the NTRA to pay a fee of USD 173m, in return for the right to operate 5G, plus renewal of the 2G/3G/4G spectrum licences until 2038. Government-owned Telecom Egypt was the first to accept the offer, and following further negotiations, Vodafone Egypt and other operators accepted the offer. Vodafone’s 5G licence was awarded in October 2024 and Vodafone Egypt plans to launch 5G services for its customers in coming months.

Regulatory and legal disputes and fines

In the DRC, Vodacom DRC are in ongoing negotiations with the NRA (‘ARPTC’) in relation to new regulatory fees that were first introduced in March 2022. On 22 October 2022, the mobile network operators (‘MNO’) (including Vodacom DRC), Minister of Communications and ARPTC reached an agreement and signed a MoU on the new regulatory fees, setting out revised fees and modality of payment. The MoU also provides for resolution of any pending fines and legal actions in this regard. Execution of each party’s obligations under the MoU is ongoing.

In Tanzania, the Communications Regulator (TCRA) found that Vodacom Tanzania had failed to comply with regulatory Quality of Service (QoS) targets in May 2023, mostly in the Zanzibar region, and has ordered Vodacom Tanzania to implement network improvements, with threat of fines if it fails to comply. Vodacom Tanzania completed implementation of five sites to address this matter in July 2023 and continues to ensure more improvement on optimisation is done to ensure coverage is maintained. There have been further reports during 2024 where the TCRA has issued reports highlighting Vodacom’s failed QoS KPIs in Zanzibar and Dodoma. The persistent findings of failing QoS against Vodacom pose a risk of non – compliance sanctions. Vodacom is executing on the network improvement commitments made to the TCRA, including construction of additional sites both in Zanzibar and Dodoma by the end of December 2024. Vodacom has made progress in this regard and continues to engage the TCRA to provide updates on its network rollout plan.

In Lesotho, the NRA (‘LCA’) has found Vodacom Lesotho in contravention of rule 6(a)(i) of the Quality of Service Rules, 2023 for the four hours network outages experienced on 16 June 2023. The LCA issued a fine of Maloti 1.0 million, but suspended execution of the fine for a period of 12 months, on condition that Vodacom Lesotho does not commit a similar contravention within that period. During the 12 months period, Vodacom experienced intermittent network and service interruptions which were communicated to the LCA and resolved expeditiously. The LCA has not fined Vodacom in this regard and has recently developed a reporting template, requiring Vodacom to populate for purposes of managing planned and unplanned interruptions.


Vodafone Group Plc	H1 FY25 Results

In Tanzania, the Finance Act 2021 introduced a mobile money levy which charged a rate of TZS 10 to TZS 10,000 for the use of mobile money services. However, the Minister of Finance initially reduced the original levy by 60% and carved out transfers from a bank account to a mobile money account, and transfers between users’ own bank or mobile accounts. Following extensive dialogue between the mobile operators’ industry association and the Ministry of Finance, the Finance Act 2023 amended the National Payment System Act to remove the mobile-money transaction levy on sending and receiving money electronically and kept the mobile-money transaction levy on withdrawals.

In Lesotho, the NRA (‘LCA’) has found Vodacom Lesotho’s airtime advance service pricing to be in contravention of the Lesotho Communications Authority (Administrative) Rules, 2016 and required Vodacom Lesotho to show cause why a penalty should not be levied by 18 August 2023, on which date Vodacom Lesotho submitted written representations including proposing remedial actions. Vodacom Lesotho has implemented remedial actions as directed by the LCA, including refunding a total of Maloti 3.0 million to 406,252 affected customers. The LCA has subsequently requested further information on the service implementation and applicable service fees. No further directive has then been issued by the LCA in this regard. Vodacom Lesotho submitted a revised airtime advance product model to the NRA for approval before implementation, and there are ongoing engagements with the NRA on this.

Networks and access

In Egypt, Vodafone Egypt is in the process of shutting down 3G technology by end of 2026. The NRA (‘NTRA’) will define an industry 3G shutdown roadmap in line with Vodafone Egypt’s own roadmap.


Vodafone Group Plc	H1 FY25 Results

Unaudited condensed consolidated financial statements

Consolidated income statement


		Six months ended 30 September
				Re-presented¹
		2024		2023
	Note	€m		€m
Revenue	2	18,276		17,983
Cost of sales		(12,123)		(12,016)
Gross profit		6,153		5,967
Selling and distribution expenses		(1,355)		(1,286)
Administrative expenses		(2,700)		(2,546)
Net credit losses on financial assets		(209)		(224)
Share of results of equity accounted associates and joint ventures		(40)		(51)
Impairment reversal		—		64
Other income/(expense)		533		(67)
Operating profit	2	2,382		1,857
Investment income		566		368
Financing costs		(843)		(1,395)
Profit before taxation		2,105		830
Income tax expense	4	(900)		(746)
Profit for the financial period - Continuing operations		1,205		84
Profit/(loss) for the financial period - Discontinued operations		16		(239)
Profit/(loss) for the financial period		1,221		(155)

Attributable to:
- Owners of the parent		1,064		(346)
- Non-controlling interests		157		191
Profit/(loss) for the financial period		1,221		(155)

Earnings per share
Continuing operations:
- Basic	6	3.92	c	(0.40)	c
- Diluted	6	3.91	c	(0.40)	c
Total Group:
- Basic	6	3.98	c	(1.28)	c
- Diluted	6	3.97	c	(1.28)	c

Note:

1.	The results for the six months ended 30 September 2023 have been re-presented to reflect that the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations. See note 5 ‘Discontinued operations and assets held for sale’ for more information.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


Vodafone Group Plc	H1 FY25 Results

Consolidated statement of comprehensive income/(expense)


	Six months ended 30 September
		Re-presented¹
	2024	2023
	€m	€m
Profit/(loss) for the financial period	1,221	(155)
Other comprehensive income/(expense):
Items that may be reclassified to the income statement in subsequent years:
Foreign exchange translation differences, net of tax	228	(95)
Foreign exchange translation differences transferred to the income statement	115	23
Other, net of tax²	134	(1,150)
Total items that may be reclassified to the income statement in subsequent periods	477	(1,222)
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	166	—
Net actuarial gains/(losses) on defined benefit pension schemes, net of tax	75	(58)
Total items that will not be reclassified to the income statement in subsequent periods	241	(58)
Other comprehensive income/(expense)	718	(1,280)
Total comprehensive income/(expense) for the financial period	1,939	(1,435)

Attributable to:
- Owners of the parent	1,869	(1,626)
- Non-controlling interests	70	191
	1,939	(1,435)

Notes:

1.	The results for the six months ended 30 September 2023 have been re-presented to reflect that the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations. See note 5 ‘Discontinued operations and assets held for sale’ for more information.

2.	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.


Vodafone Group Plc	H1 FY25 Results

Consolidated statement of financial position


			Re-presented¹
		30 September	31 March
		2024	2024
	Note	€m	€m
Non-current assets
Goodwill		25,073	24,956
Other intangible assets		13,400	13,896
Property, plant and equipment		29,680	28,499
Investments in associates and joint ventures	8	7,090	10,032
Other investments		2,489	1,006
Deferred tax assets		19,716	20,177
Post employment benefits		367	257
Trade and other receivables		6,186	5,967
		104,001	104,790
Current assets
Inventory		691	568
Taxation recoverable		197	76
Trade and other receivables		9,913	8,594
Other investments		6,062	5,092
Cash and cash equivalents		7,008	6,183
		23,871	20,513
Assets held for sale		11,687	19,047
Total assets		139,559	144,350

Equity
Called up share capital		4,678	4,797
Additional paid-in capital		149,423	149,253
Treasury shares		(7,770)	(7,645)
Accumulated losses		(115,695)	(114,641)
Accumulated other comprehensive income		29,007	28,202
Total attributable to owners of the parent		59,643	59,966
Non-controlling interests		943	1,032
Total equity		60,586	60,998

Non-current liabilities
Borrowings		47,232	49,259
Share of net liabilities in joint ventures and associates	8	49	—
Deferred tax liabilities		650	699
Post employment benefits		174	181
Provisions		1,699	1,615
Trade and other payables		3,126	2,328
		52,930	54,082
Current liabilities
Borrowings		8,521	7,728
Taxation liabilities		669	393
Provisions		752	833
Trade and other payables		12,205	13,398
		22,147	22,352
Liabilities held for sale		3,896	6,918
Total equity and liabilities		139,559	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.


Vodafone Group Plc	H1 FY25 Results

Consolidated statement of changes in equity


		Additional		Accumulated	Equity	Non-
	Share	paid-in	Treasury	comprehensive	attributable to	controlling
	capital	capital¹	shares	losses²	the owners	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	—	1	72	(72)	1	—	1
Share-based payments	—	65	—	—	65	4	69
Transactions with non-controlling interests in subsidiaries	—	—	—	(8)	(8)	(3)	(11)
Share of equity-accounted entities’ changes in equity	—	—	—	(164)	(164)	—	(164)
Comprehensive (expense)/income	—	—	—	(1,626)	(1,626)	191	(1,435)
Dividends	—	—	—	(1,215)	(1,215)	(166)	(1,381)
30 September 2023	4,797	149,211	(7,647)	(85,909)	60,452	1,110	61,562

1 April 2024	4,797	149,253	(7,645)	(86,439)	59,966	1,032	60,998
Issue or reissue of shares	1	—	76	(75)	2	—	2
Share-based payments	—	50	—	—	50	3	53
Transactions with non-controlling interests in subsidiaries	—	—	—	(32)	(32)	(7)	(39)
Comprehensive income	—	—	—	1,869	1,869	70	1,939
Dividends	—	—	—	(1,212)	(1,212)	(155)	(1,367)
Purchase of treasury shares	—	—	(1,000)	—	(1,000)	—	(1,000)
Cancellation of shares	(120)	120	799	(799)	—	—	—
30 September 2024	4,678	149,423	(7,770)	(86,688)	59,643	943	60,586

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.


Vodafone Group Plc	H1 FY25 Results

Consolidated statement of cash flows


		Six months ended 30 September
			Re-presented¹
		2024	2023
	Note	€m	€m
Inflow from operating activities	9	5,644	5,544

Cash flows from investing activities
Purchase of interests in associates and joint ventures		(45)	(52)
Purchase of intangible assets		(1,023)	(1,278)
Purchase of property, plant and equipment		(2,182)	(2,352)
Purchase of investments		(1,167)	(1,703)
Disposal of interests in subsidiaries, net of cash disposed		3,578	(67)
Disposal of interests in associates and joint ventures		3,020	500
Disposal of property, plant and equipment and intangible assets		7	7
Disposal of investments		363	1,556
Dividends received from associates and joint ventures		243	75
Interest received		285	295
Cash outflows from discontinued operations		(612)	(789)
Inflow/(outflow) from investing activities		2,467	(3,808)

Cash flows from financing activities
Proceeds from issue of long-term borrowings		3,919	1,430
Repayment of borrowings		(6,923)	(4,843)
Net movement in short-term borrowings		(249)	41
Net movement in derivatives		316	138
Interest paid		(1,523)	(1,034)
Purchase of treasury shares		(879)	—
Issue of ordinary share capital and reissue of treasury shares		—	1
Equity dividends paid		(1,201)	(1,210)
Dividends paid to non-controlling shareholders in subsidiaries		(157)	(167)
Other transactions with non-controlling shareholders in subsidiaries		(23)	(17)
Cash outflows from discontinued operations		(613)	(717)
Outflow from financing activities		(7,333)	(6,378)

Net cash inflow/(outflow)		778	(4,642)
Cash and cash equivalents at the beginning of the financial period²		6,114	11,628
Exchange (loss)/gain on cash and cash equivalents		(21)	45
Cash and cash equivalents at the end of the financial period²		6,871	7,031

Notes:

1.	The results for the six months ended 30 September 2023 have been re-presented to reflect that the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations. See note 5 ‘Discontinued operations and assets held for sale’ for more information.

Comprises cash and cash equivalents as presented in the consolidated statement of financial position of €7,008 million (€7,148 million as at 30 September 2023), together with overdrafts of €165 million (€117 million as at 30 September 2023) and €28 million (€nil as at 30 September 2023) 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.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

1 Basis of preparation

The unaudited condensed consolidated financial statements for the six months ended 30 September 2024:

●	are prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’ (‘IAS 34’) as issued by the International Accounting Standards Board (‘IASB’) and as adopted by the United Kingdom;

●	are presented on a condensed basis as permitted by IAS 34 and therefore do not include all disclosures that would otherwise be required in a full set of financial statements and should be read in conjunction with the Group’s Annual Report on Form 20-F for the year ended 31 March 2024;

●

with the exception of IAS 1 ‘Presentation of Financial Statements’ (see below) 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, which were prepared in accordance with UK-adopted International Accounting Standards (‘IAS’), with International Financial Reporting Standards (‘IFRS’) as issued by the IASB and with the requirements of the UK Companies Act 2006. Income taxes are accrued using the tax rate that is expected to be applicable for the full financial year, adjusted for certain discrete items which occurred in the interim period in accordance with IAS 34.

●	include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the periods presented; and

●	were approved by the Board of Directors on 12 November 2024.

The information relating to the year ended 31 March 2024 is extracted from the Group’s published Annual Report on Form 20-F for that year.

The preparation of the unaudited condensed consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of the reporting period, and the reported amounts of revenue and expenses during the period. Actual results could vary from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revisions affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Going concern

The Group has a robust liquidity position as at 30 September 2024 with €6.9 billion of cash and cash equivalents and €4.1 billion of liquid short-term investments available, together with undrawn revolving credit facilities of €7.6 billion, which cover all the Group’s reasonably expected cash requirements over the going concern period. The Directors have reviewed trading and liquidity forecasts for the Group, which were based on current trading conditions, and considered a variety of scenarios. As a result of the assessment performed, the Directors have concluded that the Group is able to continue in operation for the period up to and including December 2025 and that it is appropriate to continue to adopt the going concern basis in preparing the unaudited condensed consolidated financial statements.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

1 Basis of preparation (continued)

Critical accounting judgements and estimates

The Group’s critical accounting judgements and estimates are disclosed in the Group’s Annual Report on Form 20-F for the year ended 31 March 2024.

Judgements relating to potential indicators of impairment

The Group performs its annual impairment test for goodwill and indefinite lived intangible assets as at 31 March.

At interim reporting periods the Group performs a review to identify any indicator of impairment that may indicate that the carrying amount of any of the Group’s cash generating units (‘CGUs’) may not be recoverable. As part of this assessment as at 30 September 2024, the Group reviewed the key assumptions underlying the value in use valuations used in the annual impairment test at 31 March 2024. This included the year-to-date and expected future performance of the Group’s CGUs, as well as considering the valuation implications of changes in other factors such as discount rates and the assessment of long term growth rates. As a result of operating trends in the half year, a value in use assessment was performed for Vodafone Germany as at 30 September 2024. See note 3 ‘Impairment review’.

The Group’s review of the potential impact of indicators of impairment did not indicate that the carrying amount of any of the Group’s CGUs, including Vodafone Germany, was not recoverable as at 30 September 2024.

Hyperinflationary economies

The Turkish and Ethiopian economies were designated as hyperinflationary from 30 June 2022 and 31 December 2022, respectively. The Group has applied IAS 29 ‘Financial Reporting in Hyperinflationary Economies’ to its Turkish and Ethiopian operations whose functional currencies are Turkish lira and Ethiopian birr from 1 April 2022.

In applying IAS 29, the Turkish lira and Ethiopian birr results and non-monetary asset and liability balances for relevant financial periods have been revalued to their present value equivalent local currency amounts at the reporting date, based on the consumer price indexes issued by the Turkish Statistical Institute and the Central Statistics Agency of Ethiopia, respectively. Comparative periods are not restated per IAS 21 ‘The Effects of Changes in Foreign Exchange rates’. The respective indices have risen by 18.07% and 6.10% (2023: 30.08% and 12.09%) during the six months ended 30 September 2024. The revalued balances are translated to euros at the reporting date exchange rate of €1 : 38.15 TRL and €1 : 132.80 ETB (2023: €1 : 29.03 TRL and €1 : 58.73 ETB), respectively, applying IAS 21.

For the Group’s operations in Turkey:

●	The gain or loss on the revaluation of net monetary assets resulting from IAS 29 application is recognised in the Consolidated income statement within Other income.

●	The Group also presents the gain or loss on cash and cash equivalents as monetary items together with the effect of inflation on operating, investing and financing cash flows as one number in the Consolidated statement of cash flows.

●	The Group has presented the equity revaluation effects and the impact of currency movements within other comprehensive income as such amounts are judged to meet the definition of ‘exchange differences’.

For Safaricom’s operations in Ethiopia, the impacts are reflected as an increase to Investments in associates and joint ventures in the Consolidated statement of financial position and an increase to Share of results of equity accounted associates and joint ventures recognised in the Consolidated income statement.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

1 Basis of preparation (continued)

The main impacts of the aforementioned adjustments for the Group’s Turkish and Ethiopian operations on the Consolidated financial statements are shown below.


	Increase/(decrease)
	2024	2023
Impact on the consolidated income statement for the six months ended 30 September	€m	€m
Revenue	5	35
Operating profit¹	(154)	(5)
Profit for the financial period¹	(225)	(140)


	Increase/(decrease)
	30 September	31 March
	2024	2024
Impact on the consolidated statement of financial position	€m	€m
Net assets	907	981
Equity attributable to owners of the parent	872	913
Non-controlling interests	35	68

Note:

1.Includes €31 million gain on the net monetary assets/liabilities (Six months ended 30 September 2023: €360 million gain).

In addition, it is likely that Egypt will meet the requirements to be designated as a hyperinflationary economy under IAS 29 in the coming months. If the Egyptian economy is designated as hyperinflationary, the Group’s financial reporting relating to its operations in Egypt will be reported in accordance with IAS 29 applying the Group’s policy detailed above.

New accounting pronouncements adopted

On 1 April 2024, the Group adopted certain new accounting policies where necessary to comply with amendments with IFRS, none of which had a material impact on the consolidated results, financial position or cash flows of the Group, except as described below. Further details are provided in the Group’s Annual Report on Form 20-F for the year ended 31 March 2024.

Amendments to IAS 1 ‘Presentation of Financial Statements’

The Group previously 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 that €931 million of bonds previously presented within Current borrowings have been re-presented as bonds within Non-current borrowings; there is no impact at 30 September 2024.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

2 Segmental analysis

Operating segments

The Group’s operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Group has determined the chief operating decision maker to be its Group Chief Executive. The Group has a single group of similar services and products, being the supply of communications services and related products.

In October 2023, the Group announced the disposal of Vodafone Spain which completed on 31 May 2024. In March 2024, the Group announced the planned disposal of Vodafone Italy. Consequently, Vodafone Spain and Vodafone Italy were classified as discontinued operations and they were no longer reporting segments of the Group.

Revenue is attributed to a country based on the location of the Group company reporting the revenue. Transactions between operating segments are charged at arm’s-length prices.

The operating segments for Germany, UK and Africa are individually material for the Group and are each reporting segments for which certain financial information is provided. The aggregation of smaller operating segments into the Other Europe and Turkey reporting segments reflects, in the opinion of management, the similar local market economic characteristics and regulatory environments for each of those operating segments as well as the similar products and services sold and comparable classes of customers. In the case of the Other Europe segment (comprising Albania, Czech Republic, Greece, Ireland, Portugal and Romania), this largely reflects membership or a close association with the European Union, whilst the Turkey segment sits outside the European Union and has different economic and regulatory environment characteristics. Common Functions is a separate reporting segment and comprises activities which are undertaken primarily in central Group entities that do not meet the criteria for aggregation with other reporting segments.

Revenue disaggregation

Revenue reported for the period includes revenue from contracts with customers, comprising service and equipment revenue, as well as other revenue items including revenue from leases and interest revenue arising from transactions with a significant financing component. The tables below and overleaf disaggregate the Group’s revenue by reporting segment.

The table below presents the results for the six months ended 30 September 2024.


			Revenue
			from
			contracts			Total
	Service	Equipment	with	Other	Interest	segment	Adjusted
	revenue	revenue	customers	revenue¹	revenue	revenue	EBITDAaL
	€m	€m	€m	€m	€m	€m	€m
Six months ended 30 September 2024
Germany	5,500	443	5,943	171	8	6,122	2,290
UK	2,891	517	3,408	14	26	3,448	707
Other Europe	2,410	322	2,732	61	11	2,804	784
Turkey	1,103	285	1,388	3	—	1,391	394
Africa	2,951	509	3,460	228	17	3,705	1,214
Common Functions²	322	21	343	562	1	906	22
Eliminations	(68)	—	(68)	(32)	—	(100)	—
Group	15,109	2,097	17,206	1,007	63	18,276	5,411

Notes:

1.	Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’.

2.	Comprises central teams and business functions.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

2 Segmental analysis (continued)

The table below presents the comparative information for the six months ended 30 September 2023.


			Revenue
			from
			contracts			Total
	Service	Equipment	with	Other	Interest	segment	Adjusted
	revenue	revenue	customers	revenue¹	revenue	revenue	EBITDAaL
	€m	€m	€m	€m	€m	€m	€m
Six months ended 30 September 2023 Re-presented²
Germany	5,722	503	6,225	173	7	6,405	2,527
UK	2,822	526	3,348	17	12	3,377	640
Other Europe	2,366	285	2,651	21	7	2,679	766
Turkey	828	297	1,125	3	—	1,128	254
Africa	2,924	473	3,397	178	15	3,590	1,241
Common Functions³	282	24	306	624	(1)	929	(1)
Eliminations	(83)	—	(83)	(42)	—	(125)	—
Group	14,861	2,108	16,969	974	40	17,983	5,427

Notes:

1.	Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’.

2.	The results for the six months ended 30 September 2023 have been re-presented to reflect that the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations and are therefore excluded. See note 5 ‘Discontinued operations and assets held for sale’ for more information.

3.	Comprises central teams and business functions.

A reconciliation of Adjusted EBITDAaL, the Group’s measure of segment profit, to the Group’s profit before taxation for the financial period is shown below.


	Six months ended 30 September
		Re-presented¹
	2024	2023
	€m	€m
Adjusted EBITDAaL	5,411	5,427
Restructuring costs	(58)	(102)
Interest on lease liabilities	220	217
Loss on disposal of property, plant and equipment and intangible assets	(12)	(18)
Depreciation and amortisation on owned assets	(3,672)	(3,613)
Share of results of equity accounted associates and joint ventures	(40)	(51)
Impairment reversal	—	64
Other income/(expense)²	533	(67)
Operating profit	2,382	1,857
Investment income³	566	368
Financing costs⁴	(843)	(1,395)
Profit before taxation	2,105	830

Notes:

1.	The results for the six months ended 30 September 2023 have been re-presented to reflect that the results of Vodafone Spain and Vodafone Italy are now reported as discontinued operations. See note 5 ‘Discontinued operations and assets held for sale’ for more information.

Principally comprises a gain of €714 million in respect of the disposal of part of the Group’s interest in Indus Towers Limited (‘Indus’) (see note 10 ‘Disposals’ for further details), partially offset by €238 million in respect of security arrangements provided to Indus over the Group's 3.0% interest in Indus.

3.	Includes gains of €242 million from debt and equity securities held at Fair value through profit and loss.

4.	Includes a gain of €238 million from the early redemption of bonds prior to their maturity dates.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

2 Segmental analysis (continued)

The Group’s non-current assets are disaggregated as follows:


	30 September	31 March
	2024	2024
	€m	€m
Non-current assets¹
Germany	42,253	42,931
UK	7,871	6,863
Other Europe	7,424	7,564
Turkey	1,784	1,644
Africa	6,579	6,377
Common Functions	2,242	1,972
Group	68,153	67,351

Note:

1.	Comprises goodwill, other intangible assets and property, plant and equipment.

3 Impairment review

A value in use assessment was performed for Vodafone Germany as at 30 September 2024.

Vodafone Germany’s estimated recoverable amount exceeds the carrying value by €0.5 billion as at 30 September 2024 (31 March 2024: €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 six months ended 30 September 2024.


	Key assumptions used in the		Change required for value in
	value in use calculation		use to equal the carrying value
	30 September	31 March	30 September	31 March
	2024	2024	2024	2024
	%	%	pps	pps
Pre-tax discount rate	7.5	8.3	0.1	0.5
Long-term growth rate	1.2	1.0	(0.1)	(0.4)

Projected adjusted 5 year adjusted EBITDAaL CAGR¹	2.3	2.4	(0.2)	(1.2)
Projected capital expenditure¹	16.9 - 20.0	17.4 - 19.9	0.8	3.9

Note:

Projected adjusted EBITDAaL CAGR is the compound annual growth rate from the end of FY25 of Vodafone Germany’s business plan after the incremental commercial investment. Projected capital expenditure (which excludes licences and spectrum) is expressed as capital expenditure as a percentage of revenue for the 5 years following FY25 in the business plan.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

4 Taxation


	Six months ended 30 September
		Re-presented¹
	2024	2023
	€m	€m
United Kingdom corporation tax (expense)/income
Current period	(44)	(38)
Adjustments in respect of prior periods	2	(19)
Overseas current tax (expense)/income
Current period	(551)	(394)
Adjustments in respect of prior periods	39	—
Total current tax expense	(554)	(451)

Deferred tax on origination and reversal of temporary differences
United Kingdom deferred tax	(27)	(24)
Overseas deferred tax	(319)	(271)
Total deferred tax expense	(346)	(295)
Total income tax expense	(900)	(746)

Note:

1.	The results for the six months ended 30 September 2023 have been re-presented to reflect that the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations. See note 5 ‘Discontinued operations and assets held for sale’ for more information.

Deferred tax on losses in Luxembourg

The tax charge for the six months ended 30 September 2024 includes a deferred tax charge of €319 million on the use of losses in Luxembourg. The Group does not currently recognise deferred tax assets forecasted to be used 60 years beyond the balance sheet date. Reductions in intercompany borrowing and a minor decrease in base rate yields means that the period over which we expect to recover the losses is 53 to 58 years, slightly higher than the 52 to 57 years disclosed as at 31 March 2024. The actual use of these losses and the period over which they may be used is dependent on many factors including the level of profitability in Luxembourg, changes in tax law and any changes to the structure of the Group.

Further details about the Group’s tax losses can be found in Note 6 ‘Taxation’ to the consolidated financial statements of Vodafone Group Plc for the year ended 31 March 2024.

5 Discontinued operations and assets held for sale

Discontinued operations

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 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.

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’). On 31 May 2024, the Group announced it had completed the disposal of Vodafone Spain. See note 10 ‘Disposals’.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

5 Discontinued operations and assets held for sale (continued)

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 expected completion of the disposal is in early 2025.

Consequently, the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations. The assets and liabilities of Vodafone Italy are presented as held for sale in the consolidated statement of financial position.

A summary of the results of these discontinued operations is below.


	Six months ended 30 September
	2024		2023
	€m		€m
Profit/(loss) for the financial period - Discontinued operations
Vodafone Spain¹	76		(187)
Vodafone Italy	(60)		(52)
Total	16		(239)
Earnings/(loss) per share - Discontinued operations
- Basic	0.06	c	(0.88)	c
- Diluted	0.06	c	(0.88)	c

Note:

1.	The results for Vodafone Spain are for the two months to 31 May 2024 when the sale concluded.

Segment analysis of discontinued operations

Vodafone Spain

The results of discontinued operations in Spain are detailed below.


	Six months ended 30 September
	2024	2023
	€m	€m
Revenue	603	1,887
Cost of sales	(321)	(1,511)
Gross profit	282	376
Selling and distribution expenses	(27)	(150)
Administrative expenses	(34)	(328)
Net credit losses on financial assets	(15)	(51)
Operating profit/(loss)	206	(153)
Investment income	3	—
Financing costs	(8)	(35)
Profit/(loss) before taxation	201	(188)
Income tax credit	—	1
Profit/(loss) after tax of discontinued operations	201	(187)
Loss on sale of disposal group	(125)	—
Profit/(loss) for the financial period from discontinued operations	76	(187)
Total comprehensive income/(expense) for the financial period from discontinued operations
Attributable to owners of the parent	77	(184)

On 31 May 2024, the Group announced that it had completed the disposal of Vodafone Spain. See note 10 ‘Disposals’ for more information.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

5 Discontinued operations and assets held for sale (continued)

Segment analysis of discontinued operations

Vodafone Italy

The results of discontinued operations in Italy are detailed below.


	Six months ended 30 September
	2024	2023
	€m	€m
Revenue	2,210	2,269
Cost of sales	(840)	(1,750)
Gross profit	1,370	519
Selling and distribution expenses	(114)	(121)
Administrative expenses	(246)	(426)
Net credit losses on financial assets	(26)	(20)
Other expense	—	(1)
Operating profit / (loss)	984	(49)
Financing costs	(45)	(43)
Profit/(loss) before taxation	939	(92)
Income tax (expense) / credit	(260)	40
Profit/(loss) after tax of discontinued operations	679	(52)
After tax loss on the re-measurement of disposal group	(739)	—
Loss for the financial period from discontinued operations	(60)	(52)
Total comprehensive expense for the financial period from discontinued operations
Attributable to owners of the parent	(56)	(50)

The consideration for Vodafone Italy is comprised of €8 billion cash to be paid on completion. A proportion of the consideration is related to future services to be provided by the Group to Swisscom. For the period ended 30 September 2024, the Group recorded a non-cash charge of €739 million (pre and post-tax), included in discontinued operations, as a result of the re-measurement of Vodafone Italy to its fair value less costs to sell. The charge mostly results from the non-recognition of €976 million (€701 million net of tax) depreciation and amortisation of Non-current assets from the date Vodafone Italy was classified as held for sale.

The fair value of the Group’s equity interest at 30 September 2024 was determined with reference to the consideration expected to be received from the agreed disposal to Swisscom, less adjustments for estimated completion adjustments, consideration for future services to be received by Swisscom from the Group and the elimination of intercompany debt. This approach was considered to result in a level 2 valuation in accordance with IFRS 13 as, certain completion related adjustments and estimates of the value of the future services to be provided, are not observable.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

5 Discontinued operations and assets held for sale (continued)

Assets held for sale

Assets and liabilities held for sale at 31 March 2024 comprised Vodafone Spain and Vodafone Italy. Assets and liabilities held for sale at 30 September 2024 comprised Vodafone Italy.

The relevant assets and liabilities are detailed in the table below.


	30 September	31 March
	2024	2024
	€m	€m
Non-current assets
Goodwill	1,674	2,398
Other intangible assets	3,416	4,318
Property, plant and equipment	4,895	9,264
Other investments	—	2
Deferred tax assets	208	461
Trade and other receivables	143	390
	10,336	16,833
Current assets
Inventory	117	173
Taxation recoverable	76	77
Trade and other receivables	1,130	1,922
Cash and cash equivalents	28	42
	1,351	2,214
Assets held for sale	11,687	19,047
Non-current liabilities
Borrowings	1,387	2,387
Deferred tax liabilities	—	3
Post employment benefits	36	45
Provisions	120	273
Trade and other payables	92	163
	1,635	2,871
Current liabilities
Borrowings	727	1,019
Taxation liabilities	12	12
Provisions	82	90
Trade and other payables	1,440	2,926
	2,261	4,047
Liabilities held for sale	3,896	6,918


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

6 Earnings per share


	Six months ended 30 September
	2024	2023
	Millions	Millions
Weighted average number of shares for basic earnings per share	26,718	27,033
Effect of dilutive potential shares: restricted shares and share options	110	—
Weighted average number of shares for diluted earnings per share	26,828	27,033


Earnings per share attributable to owners of the parent during the period
	Six months ended 30 September
		Re-presented¹
	2024	2023
	€m	€m
Profit/(loss) for earnings per share from continuing operations attributable to owners	1,048	(107)
Profit/(loss) for earnings per share from discontinued operations attributable to owners	16	(239)
Profit/(loss) for basic and diluted earnings per share	1,064	(346)

		Re-presented¹
	eurocents	eurocents
Basic earnings/(loss) per share from continuing operations	3.92	(0.40)
Basic earnings/(loss) per share from discontinued operations	0.06	(0.88)
Basic earnings/(loss) per share	3.98	(1.28)

		Re-presented¹
	eurocents	eurocents
Diluted earnings/(loss) per share from continuing operations	3.91	(0.40)
Diluted earnings/(loss) per share from discontinued operations	0.06	(0.88)
Diluted earnings/(loss) per share	3.97	(1.28)

Note:

1.	The results for the six months ended 30 September 2023 have been re-presented to reflect that the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations. See note 5 ‘Discontinued operations and assets held for sale’ for more information.

7 Dividends


	Six months ended 30 September
	2024	2023
	€m	€m
Declared during the financial period:
Final dividend for the year ended 31 March 2024: 4.50 eurocents per share (2023: 4.50 eurocents per share)	1,212	1,215
Proposed after the end of the reporting period and not recognised as a liability:
Interim dividend for the year ending 31 March 2025: 2.25 eurocents per share (2024: 4.50 eurocents per share)	585	1,218


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

8 Joint ventures and associates


	30 September	31 March
	2024	2024
	€m	€m
Oak Holdings 1 GmbH	6,104	7,620
VodafoneZiggo Group Holdings B.V.	458	516
TPG Telecom Limited	—	(2)
Other	64	69
Investments in joint ventures	6,626	8,203
Safaricom PLC	423	627
Indus Towers Limited¹	—	1,104
Other	41	98
Investments in associates	464	1,829
Investments in joint ventures and associates	7,090	10,032
TPG Telecom Limited	(49)	—
Share of net liabilities in joint ventures and associates	(49)	—

Note:

1.	In June 2024, the Group announced the sale of an 18% stake in Indus Towers Limited (‘Indus’) through an accelerated book-building offering (‘placing’). Following the placing, Indus is no longer classified as an associate and the remaining investment is included in Other investments.

9 Reconciliation of net cash flow from operating activities


	Six months ended 30 September
		Re-presented¹
	2024	2023
	€m	€m
Profit for the financial period	1,205	84
Investment income	(566)	(368)
Financing costs	843	1,395
Income tax expense	900	746
Operating profit	2,382	1,857
Adjustments for:
Share-based payments and other non-cash charges	68	54
Depreciation and amortisation	5,238	5,117
(Gain)/loss on disposal of property, plant and equipment and intangible assets	(1)	17
Share of results of equity accounted associates and joint ventures	40	51
Impairment reversal	—	(64)
Other (income)/expense	(533)	67
Increase in inventory	(107)	(64)
Increase in trade and other receivables	(1,356)	(1,154)
Decrease in trade and other payables	(784)	(1,151)
Cash generated by operations	4,947	4,730
Taxation	(393)	(472)
Cashflows from discontinued operations	1,090	1,286
Net cash flow from operating activities	5,644	5,544

Note:

1.	The results for the six months ended 30 September 2023 have been re-presented to reflect that the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations. See note 5 ‘Discontinued operations and assets held for sale’ for more information.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

10 Disposals

Summary of the disposal of subsidiaries

The difference between the carrying value of the net assets disposed of and the fair value of consideration received is recorded as a gain or loss on disposal. Foreign exchange translation gains or losses relating to subsidiaries, joint arrangements and associates that the Group has disposed of, and that have previously been recorded in other comprehensive income or expense, are also recognised as part of the gain or loss on disposal.

Aggregate cash consideration in respect of the disposal of subsidiaries, net of cash disposed, for the six months ended 30 September 2024 was €3,578 million (six months ended 30 September 2023: €67m), comprising cash received for the disposal of subsidiaries of €3,669 million, primarily in relation to the disposal of Vodafone Spain, less cash disposed of €91 million.

Vodafone Spain

On 31 May 2024, the Group announced it had completed the sale of Vodafone Holdings Europe, S.L.U. (‘Vodafone Spain’) to Zegona Communications plc (‘Zegona’) for €4,069 million in cash (subject to closing accounts adjustments) and up to €900 million of non-cash consideration in the form of redeemable preference shares. €400 million of the cash received relates to future services to be provided by the Group to Zegona and has been deferred on the Group’s Statement of financial position.

The table below summarises the net assets disposed and the resulting loss on disposal of €125 million.


		€m
Other intangible assets		(996)
Property, plant and equipment		(5,058)
Other investments		(3)
Inventory		(40)
Trade and other receivables		(1,033)
Cash and cash equivalents		(91)
Current and deferred taxation		2
Borrowings		1,205
Trade and other payables		1,143
Provisions		181
Net assets disposed		(4,690)
Cash proceeds¹		3,669
Non-cash consideration (Zegona shares)²		807
Other effects		89
Net loss on disposal³		(125)

Note:

1.	Excludes €400 million of consideration related to future services to be provided by the Group to Zegona.

2.	The non-cash consideration comprises an investment in Zegona shares with a fair value of €807 million at the transaction date. See note 11 ‘Fair value of financial instruments’ for further information.

3.	Included in Profit/(loss) for the financial period – Discontinued operations in the Consolidated income statement.

Summary of the disposal of joint ventures and associates

The aggregate cash consideration in respect of disposals of joint ventures and associates is as follows:


	Six months ended 30 September
	2024	2023
	€m	€m
Cash consideration received
Vantage Towers	1,336	500
Indus Towers Limited	1,684	—
	3,020	500


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

10 Disposals (continued)

Vantage Towers

On 22 July 2024, the Group announced the sale of a further 10% stake in Oak Holdings GmbH, the partnership that co-controls Vantage Towers, for €1,336 million. Oak Holdings GmbH owns 89.3% of Vantage Towers.

A net gain on disposal of €26 million has been recorded within Other income/expense in the Consolidated income statement.

Indus Towers

On 19 June 2024, the Group announced the sale of an 18% stake in Indus Towers Limited (‘Indus’) through an accelerated book-building offering (‘placing’). The placing raised INR 153.0 billion (€1,684 million) in gross proceeds. Following the placing, the Group de-recognised its remaining associate investment in Indus, which is now classified as an Other Investment recorded at fair value through profit and loss.

A net gain on disposal of €714 million has been recorded within Other income/expense in the Consolidated income statement.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

11 Fair value of financial instruments


	30 September	31 March
	2024	2024
	€m	€m
Financial assets at fair value¹
Money market funds (included within Cash and cash equivalents)²	2,013	2,015
Debt and equity securities (included within Other investments)³	6,149	3,749
Derivative financial instruments (included within Trade and other receivables)^4,5	3,962	4,226
Trade receivables at fair value through Other comprehensive income (included with Trade and other receivables)⁶	1,123	735
	13,247	10,725

Financial liabilities at fair value¹
Derivative financial instruments (included within Trade and other payables)^4,5	2,031	1,524
Financial guarantee (included within Trade and other payables)⁷	238	—
	2,269	1,524

Notes:

The fair value of assets and liabilities are classified in the Fair Value hierarchy as follows: Level 1 comprises items where the fair value is determined by unadjusted quoted prices in active markets. Level 2 comprises items where the fair value is determined from inputs other than quoted prices, that are observable for the asset or liability, either directly or indirectly by unadjusted market quoted prices in active markets and market accepted valuation techniques. Level 3 comprises items where the fair value is determined by including one or more unobservable inputs to the valuation methodology.

2.	Items are measured at fair value and the valuation basis is Level 1.

Quoted debt and equity securities of €2,991 million (31 March 2024: €1,687 million) are measured at fair value and classified as Level 1. Further equity and debt securities of €2,140 million (31 March 2024: €2,062 million) are measured at fair value and classified as Level 2. The remaining balance represents the Group’s investments in Zegona ordinary shares of €915 million (31 March 2024: €nil) and convertible loan notes of €103 million, measured at fair value and classified as Level 3 due to some of the inputs to the valuation model being unobservable inputs.

4.	Derivative financial assets and liabilities are measured at fair value and classified as Level 2.

5.	€3,772 million (31 March 2024: €4,011 million) of derivative financial assets and €1,912 million (31 March 2024: €1,468 million) of derivative financial liabilities are classified as Non-current.

6.	Trade receivables at fair value through Other comprehensive income are measured at fair value and classified as Level 2. Of this, €461 million (31 March 2024: €294 million) are classified as Non-current.

7.	Financial guarantee is a secondary pledge over the shares owned by Vodafone Group in Indus Towers, ranking behind the Group’s existing lenders for the outstanding bank borrowings secured against Indian assets. This is measured at fair value and classified as Level 2.

The fair value of the Group's financial assets held at amortised cost approximates to their fair value.

The fair value of the Group's financial liabilities held at amortised cost approximate to fair value with the exception of outstanding bonds with a carrying value of €39,522 million (31 March 2024: €40,743 million). These bonds have a fair value at 30 September of €36,550 million (31 March 2024: €37,144 million), based on Level 1 of the fair value hierarchy.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

11 Fair value of financial instruments (continued)

Level 3 financial instruments

Investment in Zegona ordinary shares

Following the completion of the sale of Vodafone Spain on 31 May 2024 (See note 10 ‘Disposals’), the Group received the non-cash consideration component in the form of €900 million Redeemable Preference Shares (‘RPS’) issued by EJLSHM Funding Ltd (‘EJLSHM’). The RPS will be redeemed 6 years after completion, or earlier if there is a material liquidity event or exit from Zegona that releases funds to its shareholders. The RPS have a nominal value, including accrued interest, of €915 million at 30 September 2024.

EJLSHM subscribed for new ordinary shares in Zegona, equivalent to the value of the RPS, the future proceeds from which will be used to repay the RPS. Per the contractual arrangement, these ordinary shares do not carry voting rights, and their value is capped at the nominal value, including accrued interest, of the RPS. EJSHM is a consolidated special purpose entity for the Group, resulting in the elimination of the RPS and the recognition of an investment in the Zegona shares for the Group. The Zegona shares are recorded at fair value through profit and loss and have a fair value of €915 million on 30 September 2024.

The valuation approach for the Zegona shares reflects the contractual terms of the RPS arrangement and utilises a bespoke option model which draws on observable Level 2 market data inputs, including bond yields, share prices, and foreign exchange rates. The model also includes certain key inputs that requires judgement. These include the timing on when EJLSHM will sell its shares in Zegona to settle its RPS liability to the Group, Zegona’s share price volatility and the share’s expected dividend yield.

The only judgement that has a material impact on the valuation is the Zegona share price volatility. An increase/(decrease) of the share price volatility by 10% would (decrease)/increase the valuation by €35 million /€nil (due to fair value being capped at the nominal value of the RPS, including accrued interest) at 30 September 2024.

Convertible loan notes (‘CLN’)

Vodafone invested US$25 million in CLN on 22 January 2024 with a maturity date of 22 January 2034. The CLN has a conversion feature which allows, in whole or in part, for the outstanding principal and interest to be converted into fully paid shares of AST SpaceMobile, Inc. (‘ASTS’). The investment is accounted for at fair value through profit or loss, with its fair value at 30 September 2024 of €103 million, included within equities and debt securities. Both Vodafone and ASTS have the option to convert the CLN to shares at any time after twelve months following the initial closing. ASTS’s option is subject to certain conditions. The valuation uses a Monte Carlo simulation with Level 2 inputs being the ASTS’s market share price, risk-free-rate, share price volatility and the effective interest rate. Level 3 inputs do not have a material impact on the valuation.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

12 Contingent liabilities and legal proceedings

Note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements of Vodafone Group Plc for the year ended 31 March 2024 sets forth the Group’s contingent liabilities and legal proceedings as of 31 March 2024. There have been no material changes to the Group’s contingent liabilities or legal proceedings during the period covered by this report, except as disclosed below.

Legal proceedings

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.

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 the 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’) to determine such compensation amount. 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 (€2.4 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 will hear Vodacom South Africa’s application for leave to appeal in tandem with its appeal against the SCA judgement and order. The record of the proceedings in the SCA, with relevant annotations, was filed in the Constitutional Court on 26 September 2024. Vodacom South Africa, as the applicant, filed its written arguments on 10 October 2024 and Mr Makate filed his response on 18 October 2024. The matter will be heard by the Constitutional Court on 21 November 2024.

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, and the SCA issuing orders that are incapable of being implemented and enforced.

The CEO’s determination in 2019 amounted to R47 million (€2.4 million). The minority judgement of the SCA raised Mr Makate’s compensation to an amount payable of R186 million (€9.6 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 (€493 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 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.


Vodafone Group Plc	H1 FY25 Results

Notes to the unaudited condensed consolidated financial statements

13 Related party transactions

Related party transactions with the Group’s joint arrangements and associates primarily comprise fees for the use of products and services including network airtime and access charges, fees for the provision of network infrastructure and cash pooling arrangements. No related party transactions have been entered into during the period which might reasonably affect any decisions made by the users of these unaudited condensed consolidated financial statements except as disclosed below.


	Six months ended 30 September
	2024	2023
	€m	€m
Sales of goods and services to associates	11	15
Purchase of goods and services from associates	2	3
Sales of goods and services to joint arrangements	158	133
Purchase of goods and services from joint arrangements	362	392
Interest income receivable from joint arrangements¹	25	26
Interest expense payable to joint arrangements¹	144	109


	30 September	31 March
	2024	2024
Trade balances owed:
by associates	9	19
to associates	1	1
by joint arrangements	208	190
to joint arrangements	359	379
Other balances owed by joint arrangements¹	1,386	1,105
Other balances owed to joint arrangements²	5,349	4,940

Notes:

1.	Amounts arise primarily through VodafoneZiggo and Oak Holdings 1 GmbH. Interest is paid/received in line with market rates.

2.	Amounts are primarily in relation to leases of tower space from Oak Holdings 1 GmbH.

In the six months ended 30 September 2024, the Group made contributions to defined benefit pension schemes of €23 million (Six months ended 30 September 2023: €26 million).

In the six months ended 30 September 2024, dividends of €0.8 million were paid to Board and Executive Committee members (Six months ended 30 September 2023: €1.0 million).

Dividends received from joint ventures and associates are disclosed in the consolidated statement of cash flows.

14 Subsequent events

On 14 November 2024, Vodafone Group Plc announced that it will commence the third tranche of a share repurchase programme of ordinary shares up to a maximum consideration of €500 million ending no later than 3 February 2025.


Vodafone Group Plc	H1 FY25 Results

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 53	Revenue	Pages 54, 56 and 57
Organic service revenue growth	Page 53	Service revenue	Pages 54, 56 and 57
Organic mobile service revenue growth	Page 53	Service revenue	Pages 54, 56 and 57
Organic fixed service revenue growth	Page 53	Service revenue	Pages 54, 56 and 57
Organic Vodafone Business service revenue growth	Page 53	Service revenue	Pages 54, 56 and 57
Organic Adjusted EBITDAaL growth	Page 53	Not applicable	Page 55
Financing metrics
Adjusted net financing costs	Page 15	Net financing costs	Page 15


Vodafone Group Plc	H1 FY25 Results

Non-GAAP measures

Performance metrics

Organic growth

Organic growth presents performance on a comparable basis, excluding the impact of foreign exchange rates, mergers and acquisitions, the hyperinflation adjustment in Turkey 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;

-	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.


Vodafone Group Plc	H1 FY25 Results

Non-GAAP measures

Six months ended 30 September 2024


		Re-presented¹	Reported	M&A and	Foreign	Organic
	H1 FY25	H1 FY24	growth	Other	exchange	growth
	€m	€m	%	pps	pps	%
Service revenue
Germany	5,500	5,722	(3.9)	—	—	(3.9)
Mobile service revenue	2,497	2,530	(1.3)	—	—	(1.3)
Fixed service revenue	3,003	3,192	(5.9)	—	—	(5.9)
UK	2,891	2,822	2.4	—	(1.8)	0.6
Mobile service revenue	2,108	2,096	0.6	—	(1.9)	(1.3)
Fixed service revenue	783	726	7.9	—	(1.9)	6.0
Other Europe	2,410	2,366	1.9	—	0.6	2.5
Turkey	1,103	828	33.2	(0.8)	57.9	90.3
Africa	2,951	2,924	0.9	—	9.0	9.9
Common Functions	322	282
Eliminations	(68)	(83)
Total service revenue	15,109	14,861	1.7	—	3.1	4.8
Other revenue	3,167	3,122
Revenue	18,276	17,983	1.6	—	3.1	4.7

Other growth metrics
Vodafone Business - Service revenue	3,890	3,813	2.0	—	1.3	3.3
Germany - Vodafone Business service revenue	1,184	1,205	(1.7)	—	—	(1.7)
UK - Vodafone Business service revenue	1,054	1,059	(0.5)	—	(1.9)	(2.4)
Other Europe - Vodafone Business service revenue	761	728	4.5	—	0.9	5.4
Turkey - Vodafone Business service revenue	162	109	48.6	(1.5)	64.1	111.2
Africa - Vodacom Business service revenue	541	527	2.7	—	6.1	8.8

Note:

The results for the six months ended 30 September 2024 have been re - presented to reflect that the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations. See note 5 'Discontinued operations and assets held for sale' in the condensed consolidated financial statements for more information.


Vodafone Group Plc	H1 FY25 Results

Non-GAAP measures

Six months ended 30 September 2024


					Reported	M&A and	Foreign	Organic
	H1 FY25		H1 FY24		growth	Other	exchange	growth
	€m		€m		%	pps	pps	%
Adjusted EBITDAaL
Germany	2,290		2,527		(9.3)	—	—	(9.3)
UK	707		640		10.5	—	(2.1)	8.4
Other Europe	784		766		2.3	—	0.8	3.1
Turkey	394		254		55.1	(8.5)	67.6	114.2
Africa	1,214		1,241		(2.2)	—	8.9	6.7
Common Functions	22		(1)
Eliminations	—		—

Percentage point change in Adjusted EBITDAaL margin
Germany	37.4	%	39.5	%	(2.1)	0.1	—	(2.0)
UK	20.5	%	19.0	%	1.5	—	—	1.5
Other Europe	28.0	%	28.6	%	(0.6)	—	—	(0.6)
Turkey	28.3	%	22.5	%	5.8	0.3	(0.1)	6.0
Africa	32.8	%	34.6	%	(1.8)	—	0.7	(1.1)


Vodafone Group Plc	H1 FY25 Results

Non-GAAP measures

Quarter ended 30 September 2024


		Re-presented¹	Reported	M&A and	Foreign	Organic
	Q2 FY25	Q2 FY24	growth	Other	exchange	growth
	€m	€m	%	pps	pps	%
Service revenue
Germany	2,722	2,903	(6.2)	—	—	(6.2)
Mobile service revenue	1,266	1,290	(1.8)	—	—	(1.8)
Fixed service revenue	1,456	1,613	(9.7)	—	—	(9.7)
UK	1,462	1,421	2.9	—	(1.7)	1.2
Mobile service revenue	1,063	1,057	0.6	—	(1.7)	(1.1)
Fixed service revenue	399	364	9.6	—	(1.6)	8.0
Other Europe	1,230	1,205	2.1	—	0.5	2.6
Turkey	588	495	18.8	37.4	32.9	89.1
Africa	1,502	1,498	0.3	—	9.4	9.7
Common Functions	176	151
Eliminations	(36)	(47)
Total service revenue	7,644	7,626	0.2	1.0	3.0	4.2
Other revenue	1,596	1,564
Revenue	9,240	9,190	0.5	1.3	2.8	4.6

Other growth metrics
Vodafone Business - Service revenue	1,979	1,935	2.3	0.5	1.2	4.0
Germany - Vodafone Business service revenue	598	609	(1.7)	—	—	(1.7)
UK - Vodafone Business service revenue	532	531	0.2	—	(1.9)	(1.7)
Other Europe - Vodafone Business service revenue	389	365	6.6	—	0.9	7.5
Turkey - Vodafone Business service revenue	85	64	32.8	42.0	35.1	109.9
Africa - Vodacom Business service revenue	276	268	3.0	—	6.2	9.2

Note:

The results for the quarter ended 30 September 2023 have been re-presented to reflect that the results of Vodafone Spain and Vodafone Italy are reported as discontinued operations. See note 5 ‘Discontinued operations and assets held for sale’ in the condensed consolidated financial statements for more information.


Vodafone Group Plc	H1 FY25 Results

Non-GAAP measures

Quarter ended 30 June 2024


			Reported	M&A and	Foreign	Organic
	Q1 FY25	Q1 FY24	growth	Other	exchange	growth
	€m	€m	%	pps	pps	%
Service revenue
Germany	2,778	2,819	(1.5)	—	—	(1.5)
Mobile service revenue	1,231	1,240	(0.8)	—	—	(0.8)
Fixed service revenue	1,547	1,579	(2.0)	—	—	(2.0)
UK	1,429	1,401	2.0	—	(2.0)	—
Mobile service revenue	1,045	1,039	0.6	—	(2.0)	(1.4)
Fixed service revenue	384	362	6.1	—	(2.0)	4.1
Other Europe	1,180	1,161	1.6	—	0.7	2.3
Turkey	515	333	54.7	(80.1)	117.3	91.9
Africa	1,449	1,426	1.6	—	8.4	10.0
Common Functions	146	131
Eliminations	(32)	(36)
Total service revenue	7,465	7,235	3.2	(1.2)	3.4	5.4
Other revenue	1,571	1,558
Revenue	9,036	8,793	2.8	(1.3)	3.3	4.8

Other growth metrics
Vodafone Business - Service revenue	1,911	1,878	1.8	(0.6)	1.4	2.6
Germany - Vodafone Business service revenue	586	596	(1.7)	—	—	(1.7)
UK - Vodafone Business service revenue	522	528	(1.1)	—	(1.9)	(3.0)
Other Europe - Vodafone Business service revenue	372	363	2.5	—	0.8	3.3
Turkey - Vodafone Business service revenue	77	45	71.1	(89.7)	131.2	112.6
Africa - Vodacom Business service revenue	265	259	2.3	—	6.1	8.4


Vodafone Group Plc	H1 FY25 Results

Definitions

Key terms are defined below. See page 52 for the location of definitions for non-GAAP measures.

Term	Definition
Adjusted EBITDAaL	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.
Africa	Comprises the Vodacom Group.
ARPU	Average revenue per user, defined as customer revenue and incoming revenue divided by average customers.
Capital additions	Comprises the purchase of property, plant and equipment and intangible assets, other than licence and spectrum payments and integration capital expenditure.
Common Functions	Comprises central teams and business functions.
Depreciation and amortisation	The accounting charge that allocates the cost of tangible or intangible assets, whether owned or leased, to the income statement over its useful life. The measure includes the profit or loss on disposal of property, plant and equipment, software and leased assets.
Eliminations	Refers to the removal of intercompany transactions to derive the consolidated financial statements.
Europe	Comprises the Group’s European businesses and the UK.
Financial services revenue	Financial services revenue includes fees generated from the provision of advanced airtime, overdraft, financing and lending facilities, as well as merchant payments and the sale of insurance products (e.g. device insurance, life insurance and funeral cover).
Fixed service revenue	Service revenue (see below) relating to the provision of fixed line and carrier services.
FTTH	Fibre to the home.
GAAP	Generally Accepted Accounting Principles.
IFRS	International Financial Reporting Standards.
Incoming revenue	Comprises revenue from termination rates for voice and messaging to Vodafone customers.
Indian assets	Comprises the Group's investments in Indus Towers Limited and Vodafone Idea Limited.
Integration capital additions	Capital additions incurred in relation to significant changes in the operating model, such as the integration of recently acquired subsidiaries.
Internet of Things (‘IoT’)	The network of physical objects embedded with electronics, software, sensors, and network connectivity, including built-in mobile SIM cards, that enable these objects to collect data and exchange communications with one another or a database.
MDU	Multi Dwelling Units.
Mobile service revenue	Service revenue (see below) relating to the provision of mobile services.
NPS	Net Promoter Score.
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.
Vodafone Business	Vodafone Business supports organisations in a digital world. With Vodafone’s expertise in connectivity, our leading IoT platform and our global scale, we deliver the results that organisations need to progress and thrive. We support businesses of all sizes and sectors.

Notes

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 Together we can are trade marks owned by Vodafone. Other product and company names mentioned herein may be the trade marks of their respective owners.

2.	All growth rates reflect a comparison to the six months ended 30 September 2023 unless otherwise stated.

References to “Q1”, “Q2”, “Q3” and “Q4” are to the three months ended 30 June, 30 September, 31 December and 31 March, respectively. 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.


Vodafone Group Plc	H1 FY25 Results

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; the announced agreement to combine Vodafone UK and Three UK; the mobile network sharing agreement with Virgin Media O2; the announced agreement to dispose of Vodafone Italy; changes to German TV laws and the migration of users to individual TV customer contracts; the outcome and impact of regulatory and legal proceedings involving the Group and of scheduled or potential legislative and regulatory changes, including approvals, reviews and consultations; 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’, ‘anticipates’, 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 signed agreement to combine Vodafone’s UK business with Three UK, the mobile network sharing agreement with Virgin Media O2 and the Group’s strategic partnership with Microsoft; 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 disposition; 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, including the disposal of Vodafone Italy.

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 on Form 20-F for the year ended 31 March 2024. 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.

-End-


Vodafone Group Plc	H1 FY25 Results

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.


VODAFONE GROUP PUBLIC LIMITED COMPANY
(Registrant)


Dated: November 29, 2024

By:	/s/ M de Bie
Name: Maaike de Bie
Title: Group General Counsel and Company Secretary