127 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Independent auditor’s report to the members of Vodafone Group Plc
Opinion In our opinion:
Independence We are independent of the Group and Parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent company, except as discussed below, and we remain independent of the group and the parent company in conducting the audit. Provision of non-audit services prohibited by the FRC’s Ethical Standard This exception related to the provision of translation services of the local audited statutory financial statements for the years ending 31 March 2020, 31 March 2021, 31 March 2022, 31 March 2023 and 31 March 2024 of a subsidiary in Germany. For audit periods covering 31 March 2021 to 31 March 2024, we note this is a breach under FRC Ethical Standard 2019, as the service is not permitted under paragraph 5.40 of FRC Ethical Standard 2019. The service was performed by EY Germany with a total fee across the five years of service delivery of €13k. We considered that the provision of the service did not create a self-review threat as the prohibited service could only be delivered once the audit has been completed and there was therefore no risk of self-review. Appropriate safeguards also existed as the individuals who performed the prohibited services were not part of the audit engagement team. We informed the Audit and Risk Committee of the inadvertent breach in September 2025. We considered this to be a minor breach of the FRC’s Ethical Standard. Reliance on M&A Transition Provision in relation to the Acquisition of Hutchison 3G UK Holdings Limited We are required to provide an explanation of how we have maintained our independence where we have applied paragraph 1.31 of the FRC’s Ethical Standard 2024 (“the M&A Transition Provision”). Vodafone Group Plc became the ultimate parent of Hutchison 3G UK Holdings Limited (“Three UK”), following the acquisition of Three UK on 31 May 2025. During the course of our independence procedures prior to the completion of the acquisition, it was identified that we provided non-permissible services for which Three UK was a beneficiary. Except for certain tax advisory services provided by EY UK, all non-permissible services were ceased prior to completion of the acquisition. The tax advisory services that could not be reasonably terminated by the effective date of the acquisition were terminated within the three-month transition period allowed under the M&A Transition Provision. Appropriate safeguards existed as the individuals who performed the prohibited services were not part of the audit engagement team. We informed the Audit and Risk Committee of the matter in September 2025. We consider that an objective, reasonable and informed third party would not conclude that our independence was impaired as a result of these matters; and that we remain independent of Vodafone Group Plc in conducting the audit.
– Vodafone Group Plc’s consolidated financial statements and Parent company financial statements (the “financial statements”) give a true and fair view of the state of the Group’s and of the Parent company’s affairs as at 31 March 2026 and of the Group’s loss for the year then ended; – the consolidated financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards (‘IAS’), with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’); – the Parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and – the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Vodafone Group Plc (the ‘Parent company’ or ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 31 March 2026 which comprise: Group Parent company Consolidated income statement for the year then ended Company statement of financial position as at 31 March 2026 Consolidated statement of comprehensive expense for the year then ended Company statement of changes in equity for the year then ended Consolidated statement of financial position as at 31 March 2026
Related notes 1 to 11 to the Company financial statements including material accounting policy information
Consolidated statement of changes in equity for the year then ended Consolidated statement of cash flows for the year then ended Related notes 1 to 33 to the financial statements, including material accounting policy information
The financial reporting framework that has been applied in the preparation of the consolidated financial statements is applicable law and UK-adopted international accounting standards, with IFRS as issued by the IASB. The financial reporting framework that has been applied in the preparation of the Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Accounting Practice). Basis for opinion
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