Directors’ statement of responsibility continued 126 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Remediation Remediation activities have commenced to address the identified material weakness. These activities include plans to review and enhance the design of controls, including procedures on supporting data and analysis to ensure the review is sufficiently precise. Management also plans to strengthen the governance and independent review over complex tax models and long term forecasting and assumptions, enhancing controls over non routine and first year processes. The material weakness will be considered remediated only once the enhanced controls have been appropriately designed and have operated effectively for a sufficient period of time. Any internal control framework, no matter how well designed, has inherent limitations including the possibility of human error and the circumvention or overriding of the controls and procedures and may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate. By order of the Board Maaike de Bie Group General Counsel and Company Secretary 19 May 2026
consolidated financial statements. These sensitivities include the non-refinancing of debt maturities, A reverse stress test was reviewed to understand how severe conditions would have to be to breach liquidity, including a required reduction in profitability metrics compared to current performance and forecasts. The availability of the Group’s €7.8 billion undrawn revolving credit facilities as at 31 March 2026 was also considered by the Directors. The Directors also considered the findings of the work performed to support the statement on the long-term viability of the Group. As noted on page n, this included key changes to relevant principal risks in light of global economic and political uncertainty, sensitivity analysis, scenario assessments, and combinations of these, over the viability assessment period. Conclusion Based on the review, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the Annual Report and Accounts. Controls over financial reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group. The Group’s internal control over financial reporting includes policies and procedures that: – Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; – Are designed to provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with UK-adopted IAS, with IFRS as issued by the IASB and with the requirements of the Act, and that receipts and expenditures are being made only in accordance with authorisation of management and the Directors of the Company; and – Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the Group’s assets that could have a material effect on the financial statements.
Except as noted below, during the year covered by this report, there were no changes in the Group’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the effectiveness of the internal controls over financial reporting. Management’s report on internal control over financial reporting During the FY26 year‑end process an error was identified relating to the assessment of the recoverability of a deferred tax asset for a new UK tax group that was formed after the completion of the merger of Vodafone UK and Three UK in the current year. In their assessment of internal control over financial reporting (‘ICFR’), Management identified this as giving rise to a material weakness. Identification and Description of the Material Weakness A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Group’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness was identified in a control supporting the deferred tax asset recoverability assessment for a UK tax group. The control over certain long term taxable income assumptions within the deferred tax asset model did not operate with sufficient precision following the separation of the UK tax groups after completion of the merger of Vodafone UK and Three UK. This control deficiency relates to the 31 March 2026 financial statement period only. There was no material weakness identified in any prior years. Based on the identification of this material weakness, management has concluded that the Group’s internal control over financial reporting was not effective as at 31 March 2026. However, as the error was identified and corrections made to amend our current year UK deferred tax charge, the Group financial statements for the year ended 31 March 2026 were not impacted and there was no uncorrected misstatement because of this material weakness. The error had no impact on cash flow reporting.
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