Europe’s most downloaded rail travel app
Annual Report & Accounts 2025
Trainline plc
Annual Report & Accounts 2025
Strategic Report
01
Highlights
03
Chair’s statement
05
At a glance
06
CEO’s statement
08
Market overview
13
Business model
15
Our technology
18
Sustainability
20
Strategy priorities
21
Strategy in action
26
Key performance indicators
28
CFO’s financial highlights
31
Principal risks and uncertainties
36
Viability statement
37
Our people and culture
43
TCFD, SECR and SASB disclosures
50
Stakeholder engagement
and Section 172(1) statement
Financial Statements
86
Independent auditors’ report
98
Consolidated income statement
98
Consolidated statement of
comprehensive income
99
Consolidated balance sheet
100
Consolidated statement
of changes in equity
101
Consolidated statement
of cash flow
102
Notes to the Group Financial
Statements
135
Alternative performance measures
137
Parent Company balance sheet
138
Parent Company statement of
changes in equity
139
Notes to the Parent Company
Financial Statements
Governance
54
Chair’s governance statement
55
Governance structure
57
Our Board of Directors
61
Report of the Nomination
Committee
63
Report of the Audit and Risk
Committee
68
Directors’ remuneration report
81
Directors’ report
84
Statement of Directors’
responsibilities
Empowering greener travel choices,
connecting people and places
Trainline plc
Annual Report & Accounts 2025
01
Strategic priorities
Growing supply
Aggregating new carriers and routes as markets
liberalise across Europe while further expanding
Trainline’s supply of value-saving products
and features.
Enhancing the customer experience
Digitising commuter and short-distance travel
while positioning Trainline as the market aggregator
in Europe.
Building demand
Encouraging rail travel and growing brand
awareness in Europe.
Increasing customer lifetime value
Deepening customer relationships, transaction
frequency and monetisation.
Growing Trainline Solutions
Supporting our travel partners, leveraging the
strength of Platform One, our single global platform.
Find out more on page 20
Find out more on page 28
Financial highlights
Net ticket sales
+12%
Increased to £5.9 billion,
from £5.3 billion last year
Operating profit
+54%
£86 million operating profit vs £56 million in FY2024,
primarily reflecting adjusted EBITDA generation
Revenue
1
+12%
Increased to £442 million
from £397 million last year,
driven by the growth in net
ticket sales
Basic EPS
+80%
Improved to 13.1p,
from 7.3p in FY2024
Adjusted basic EPS
+56%
Improved to 19.2p,
from 12.3p in FY2024
Adjusted EBITDA
+30%
Increased to £159 million, from £122 million in FY2024
1.
Constant currency (“CCY”) YoY growth calculated for International Consumer and Trainline Solutions using prior period average €/£ exchange rate applied to current year reported numbers.
Trainline plc
Annual Report & Accounts 2025
02
Strategic Report
Strategic
Report
01
Highlights
03
Chair’s statement
05
At a glance
06
CEO’s statement
08
Market overview
13
Business model
15
Our technology
18
Sustainability
20
Strategy priorities
21
Strategy in action
26
Key performance indicators
28
CFO’s financial highlights
31
Principal risks and uncertainties
36
Viability statement
37
Our people and culture
43
TCFD, SECR and SASB disclosures
50
Stakeholder engagement
and Section 172 statement
06
CEO’s statement
Updates from our CEO, Jody Ford,
on our milestones in the year, and
progress made towards Trainline’s
strategic priorities.
28
CFO’s financial
highlights
Updates from our CFO, Peter
Wood, on the Group’s financial
performance in the financial year,
and the outlook for the coming year.
37
Our people
and culture
Progress made in the year, towards
our People diversity indicators, and
against Trainline’s cultural values.
08
Market overview
Trainline’s structural tailwinds, and
trends in the regulatory and political
environments in the regions where
we operate.
Trainline plc
Annual Report & Accounts 2025
03
Chair’s statement
Empowering greener travel
Strong strategic progress and record operating performance.
Jody and the team have continued to make strong strategic
progress while delivering another record operating
performance. This reflects their resolute focus on the
customer – making it easy for them to unlock value when
booking rail travel – while championing rail as a much
greener way to travel.
Financial and strategic performance
The Board was pleased with the Group’s financial and
strategic performance this year. The Group delivered
record net ticket sales of c.£6 billion, up 12% vs the prior
year, and revenue of £442 million, also up 12%
1
, while
adjusted EBITDA of £159 million was up 30% year-on-year.
The Group further progressed against its strategic priorities:
growing supply, enhancing the customer experience,
building demand, increasing customer lifetime value and
expanding Trainline Solutions. This year the business
launched a new App homescreen that surfaces the most
relevant route suggestions as well as an AI-powered travel
assistant to provide expert advice and undertake specific
tasks on behalf of the customer.
In Europe, Trainline took further steps to position itself as
the aggregator of choice as markets liberalise, particularly
in Spain, while scaling international B2B sales through
its Global API. You can read more about progress made
against Trainline’s strategic priorities on pages 20 to 25.
Capital allocation
When allocating capital, Trainline prioritises investment in its
strategic priorities, which it may supplement with inorganic
investment. At the same time, Trainline manages its debt
position – its leverage ratio was 0.5x LTM adj. EBITDA as at
the end of February – returning any surplus capital thereafter
to shareholders.
In line with its capital allocation framework, in March 2025
Trainline launched a £75 million share buyback programme –
its third programme to date – following the completion of its
previous programme, also £75 million in quantum.
Championing rail as a greener way to travel
While making it easy for customers to find the best
value tickets, Trainline is also championing rail as a more
environmentally friendly way to travel. This includes the
‘I came by Train’ initiative, which raises public awareness of
the benefits of train travel and encourages pride in making
sustainable choices. This year the initiative partnered with a
selection of Premier League football clubs and Glastonbury
to promote more sustainable fan travel by providing
incentives, education, and rewards for those who choose
the train.
Trainline also sponsored Spanish football club, Real Betis,
supporting their ‘Forever Green’ sustainability programme
and emphasising the environmental benefits of travelling
by rail.
Trainline makes it easy for
customers to unlock value
when booking rail travel,
championing a much
greener way to travel.”
Brian McBride
Chair
1. Constant currency (“CCY”) YoY growth calculated for International Consumer and Trainline Solutions using prior period average €/£ exchange rate applied to current year
reported numbers.
Trainline plc
Annual Report & Accounts 2025
04
Chair’s statement
continued
Important moment to shape future rail retailing in
the UK
We welcome the unequivocal commitment in the recent
consultation on the Railways Bill to an open, fair and
competitive future retail market under GBR, to drive the
innovation and value customers want. The recognition by the
Government of the fundamental role independent retail will
play is critical and we have set out in our response to their
consultation how we expect to see strong level playing field
safeguards to deliver it. These are common across other
regulated markets such as telecoms, energy and water and
were recently highlighted as important by the Competition
and Markets Authority.
We will continue to advocate strongly into Government
and industry ahead of the Government’s response to the
consultation expected in late summer / early autumn
with the introduction of legislation likely to follow shortly
thereafter.
In Europe, the EU continues to prioritise initiatives to enable
the growth of rail travel in Europe, with it being identified
as one of the new EU Commission regulatory priorities, as
it aims to triple passenger high-speed passenger volume
by 2050. Further rail market liberalisation represents a
key unlock for growth, building on the improvements for
customers driven by the Fourth Railway package.
Looking ahead
Trainline is well positioned to drive long-term growth and
create value for customers and shareholders. I see huge
growth headroom alongside significant structural tailwinds,
including the digitisation of rail ticketing and liberalising rail
markets in Europe.
I would like to thank the Trainline team for their
continued focus on purpose and strategic goals of the
business this year and for once again delivering a record
operating performance.
Brian McBride
Chair
7 May 2025
Connecting:
Offering carrier partners
distribution and online retail
services at a lower cost to serve
Enhancing:
Leveraging scale, data and
technology to offer a superior
customer experience
Empowering:
Making it easy for customers to
access a range of value-saving
products across carriers and
journey options – championing
a much greener way to travel
We are Europe’s most
downloaded rail travel app.
Through our customer-
centric, scalable platform,
we are committed to driving
responsible and sustainable
business growth, by:
>40
countries travelled in
and across by Trainline
customers
>270
rail and coach companies
Trainline plc
Annual Report & Accounts 2025
05
At a glance
We are Europe’s
leading independent
rail platform
We enable millions of travellers
to unlock value when booking rail
travel through our highly rated
mobile App and website, as well
as through our partner channels.
We work with over 270 rail and coach companies across
more than 40 countries throughout the UK and Europe.
By bringing all of the major carriers and new entrants
onto one platform, we provide travellers with a large
array of train and coach options. Our smart technology
and data-driven features help our customers to stay one
step ahead.
For our carrier and B2B partners, Trainline Solutions
offers access to a huge supply of rail carrier inventory
across the UK and continental Europe through our
proprietary platform. With tested and proven technology,
we enable them to offer best-in-class customer experience
at low cost.
10
Currencies and multiple
payment methods including
Apple Pay, Google Pay,
PayPal, SOFORT and iDEAL
92%
of our UK transactions
are through our App
4.9/5
star app rating¹
1.
iOS rating as at 30/04/2025.
International scale
£
1.1
bn
net ticket sales in
our International
Consumer business
Trainline plc
Annual Report & Accounts 2025
06
CEO’s statement
A homegrown tech success
FY2025: Record operating performance from Europe’s #1 rail app.
In FY2025, Trainline delivered a record operating
performance, with net ticket sales of c.£6 billion and revenue
of £442 million, both up 12% year-on-year
1
(YoY). With
greater scale, the business is increasingly benefiting from
operating leverage and an expanding profit margin. As a
result, adjusted EBITDA increased 30% to £159 million.
At Trainline, we benefit from sizeable headroom and
meaningful structural growth tailwinds. The addressable rail
market across the UK and continental Europe is more than
€55 billion. It is set to benefit from increased investment
in high-speed rail and greater consumer awareness of its
environmental benefits.
In addition, new entrant carrier competition is transforming
the European rail market, allowing more customers to
benefit from greater choice and lower prices. We are focused
on becoming the aggregator of choice in Europe, particularly
in markets that are liberalising fastest like Spain. With four
carrier brands competing on Spain’s high-speed rail network,
we have grown our share of sales on its top five high-speed
routes from 5% to 12% in two years, while our net ticket sales
in Spain has almost tripled over the same period.
With new entrant carrier competition set to meaningfully
expand in France and Italy over the coming years, I believe
we can replicate our Spanish success there too. However, it
will not be without challenges. This includes industry-wide
changes to the presentation of Google’s search engine results,
which suppresses organic search results and therefore
weighs on International Consumer Web sales (which make
up 31% of total International Consumer transactions).
Next year we expect growth to continue, though partly
offset by Transport for London’s (TfL’s) planned expansion
of their contactless travel zone and the reduction in the UK
commission rate, as announced in March 2022. Factoring in
those headwinds, in FY2026 we expect Trainline to generate
net ticket sales growth in the range of 6% to 9% and revenue
growth in the range of 0% to 3%.
Despite the reduction in UK commission rate in the coming
year, FY2026 adjusted EBITDA is expected to grow broadly in
line with net ticket sales, at a rate of 6% to 9%, as we benefit
from operating leverage and our cost optimisation exercise.
Progress against our strategic priorities
We focus on five strategic growth priorities, against which we
continue to make good progress:
Growing supply
Across our markets we seek to aggregate all carriers,
fares and options into one highly rated mobile App. This is
particularly relevant in International Consumer. While honing
our aggregation playbook, we are creating the virtuous cycle
of the marketplace: as we add more inventory, we become
more attractive for passengers and increasingly relevant
for rail operators, particularly new entrants. In FY2025 we
expanded our supply, integrating SNCF Ouigo’s new services
on the Spanish Southern Corridor, as well as Cercanias
urban and suburban rail travel. We also enhanced our
unique proposition for domestic rail customers, for example
becoming the first and only aggregator in France to retail
Pass Rail last summer (youth pass offering unlimited travel
over summer months).
Our decades-long
experience in delivering
ease, choice and
value for our 27 million
customers sets us apart
from the competition,
be it global tech players
or national incumbents.”
Jody Ford
Chief Executive Officer
1. Constant currency (“CCY”) YoY growth calculated for International Consumer and Trainline Solutions using prior period average €/£ exchange rate applied to current year
reported numbers.
Trainline plc
Annual Report & Accounts 2025
07
CEO’s statement
continued
In the UK, we continue to innovate and scale our range
of products and features that unlock value for customers.
This includes increasing our digital railcard user base 9% to
2.3 million. This is notable given railcard users are typically
amongst our most frequent and loyal customers.
Enhancing the customer experience
Trainline continues to enhance the customer experience,
recently launching a new App homescreen with improved
search functionality. This leverages both geo-location
technology and machine-learning to surface the most
relevant route suggestions to the customer. The customer
can buy a ticket for one of those journeys in a few clicks. With
the assurance of our on-the-day Best Price Guarantee, this is
making us an increasingly attractive option for short-distance
and commuter travel.
Within our on the go travel companion features help them
navigate journey disruption, including real-time alerts and
delay-repay eligibility notifications. We are now supercharging
the mobile App with our new personalised AI Travel Assistant
that gives expert advice and undertakes actions on behalf of
the customers, such as processing refunds.
Building demand
Under our flagship UK brand campaign ‘Great journeys
start with Trainline’, we have focused on telling customers
how they can save 35% on average when booking a journey
through Trainline, including our Best Price Guarantee when
buying tickets on-the-day. In addition, our ‘I Came by Train’
initiative partnered with several Premier League football clubs
and Glastonbury to promote the sustainability benefits of rail.
In Spain, the most liberalised rail market in Europe, we
are finding innovative ways to grow brand awareness,
including whole train station takeovers, Trainline-branded
music festivals, and most recently sponsoring Real Betis,
a Seville-based football team. Since we launched our first
Spanish brand campaign in summer 2022, prompted brand
awareness has increased from 8% to 31%.
Increasing customer lifetime value
While significantly expanding our customer base in recent
years, we have simultaneously deepened our relationship
with them, growing the frequency in which they engage
with Trainline and thus increasing their lifetime value. We
have grown our UK customer base from 15 million to 18
million in the last two years, while monthly active customers
transactions have increased from 2.6 times in FY2023 to 2.8
times per month in FY2025.
Likewise, in Europe we are deepening our relationship with
customers by encouraging more to download and use our
mobile App. In FY2025, 69% of all customer transactions
within International Consumer came through our App,
up from 62% in FY2024. In Spain, where liberalisation is
most advanced, we are seeing positive signs of customer
engagement, with 54% of customers in FY2025 being
repeat customers.
Having significantly scaled net ticket sales in UK Consumer
and International Consumer, we are now monetising more
effectively through value added services that generate
additional revenues. This includes hotels and insurance
products, which combined revenues from more than doubled
year-on-year.
Growing Trainline Solutions
We have taken further steps to support our travel partners,
leveraging the strength of our single global tech platform.
For B2B travel partners, many of the world’s largest TMCs and
travel platforms are now connected to our Global API, driving
63% growth in International B2B distribution net ticket sales
this year.
Our IT Carrier Solutions business, which provides white label
online retail solutions to rail carriers, is preparing to bid to
participate in digital pay-as-you-go (dPAYG) trials launching
later this year in Yorkshire and the East Midlands. Our
dPAYG solution leverages geo-location technology and can
offer capabilities beyond traditional tap-in/tap-out systems
– including real-time pricing visibility, integrated railcard
discounts and support for family travel. These trials represent
a strategic opportunity to demonstrate the benefits of our
dPAYG solution in a live environment.
Altogether, it has been another year of record operating
performance and strong execution for the business. I’m
pleased with the progress we are making and excited for
the significant growth opportunity ahead.
Jody Ford
Chief Executive Officer
7 May 2025
Eticket penetration in the UK
47%
FY2025
FY2024
FY2023
52%
43%
40%
30%
FY2022
FY2021
Trainline plc
Annual Report & Accounts 2025
08
Market overview
Trainline operates in a large market
set for long-term growth
Shift to online and mobile ticketing
Industry sales through online channels grew to 57%, up
from 55% in the prior year. Within that, industry eticket
sales increased to 52% in FY2025, up from 47% in FY2024.
However, there remains meaningful headroom for growth,
particularly for short-distance and commute journeys.
Our App is now primed for commuter and on-the-day
travel, including a new App homescreen and our best price
guarantee, assuring customers booking on-the-day that
they won’t find cheaper tickets elsewhere. This has helped
grow on-the-day bookings (a proxy for short-distance and
commuter travel), which now represents 69% of UK Consumer
transactions, up from 66% in FY2024.
Increasing carrier
competition in our core
European geographies
Growing support
for rail travel
Continued shift
to online and
mobile ticketing
Our structural tailwinds
1
2
3
Driving modal shift with regulation and
significant investments in rail
Governments and businesses continue to recognise that
achieving net zero emissions targets will require a modal
shift to more sustainable travel options.
Governments across Europe are also investing to drive modal
shift to rail as a greener mode of transport.
A strategic priority of the UK Decarbonising Transport plan
is to accelerate modal shift by making public transport “the
natural first choice for our daily activities”. Where the car
remains attractive for longer journeys, they seek to increase
“competition from high-speed decarbonised rail and zero
emissions coaches”.
1
2
EU target to
triple the length
of the high-speed
rail network
by 2050
€55bn
Estimated size
of the UK and
European rail
market
Trainline plc
Annual Report & Accounts 2025
09
Market overview
continued
Increasing carrier competition in our core
European geographies
Trainline operates in an increasingly complex and
fragmented rail market. Major carriers from France,
Italy and Spain are competing in each other’s domestic
markets and on cross-border routes.
Spain
•
Since 2021, Spain has gone from one high-speed carrier
– the national incumbent Renfe – to now four different
carrier brands competing across its five largest
high-speed routes (represents €1.5 billion in annual
passenger revenues
1
)
•
Increased carrier competition is benefiting customers,
who now enjoy significantly more choice coupled with
lower ticket prices
•
Average fares on the top five high-speed routes have
reduced by 45% compared to 2019 levels, while industry
passenger volumes have increased by almost 80%
2
France
•
Trenitalia are due to expand their services on the South
East Network (Paris-Lyon-Marseille) from summer 2025,
with Renfe due to launch services thereafter (represents
over €1 billion in annual passenger revenues
1
)
• Renfe currently run cross-border services between
Barcelona-Lyon and Madrid-Barcelona-Marseille
3
Carrier competition set to become
more widespread across key rail routes
•
Three new carrier brands are due to launch domestic
services from 2027/2028 on several routes across France
(a further €1.5 billion in annual passenger revenues
1
)
•
Le Train to launch services to Bordeaux, Rennes and
La Rochelle-Tours-Nantes from 2027
•
Illisto planning to launch on Lille, Strasbourg and Lyon
to Paris from 2028
• Proxima launching on Bordeaux, Rennes, Nantes and
Angers to Paris from 2028
• Channel Tunnel competition expected to arrive from
2028/2029. Several new entrant challengers are planning
to compete on the lucrative €1.7 billion route
1
(Trenitalia-
Evolyn, Virgin and Gemini Trains all announcing plans to
launch competitor services to Eurostar)
Italy
•
Trenitalia and NTV Italo already compete on the
high-speed network, generating €2.0 billion of
annual passenger revenues
1
•
SNCF are set to launch operations in Italy from
2027, becoming the third nationwide competitor
Routes
Existing carrier competition
Expected carrier competition (announced)
1. OC&C analysis and internal estimates.
2. Five high-speed routes in Spain where four carrier brands operate services (Madrid-
Barcelona, Madrid-Valencia, Madrid-Alicante, Madrid-Seville and Madrid-Malaga),
based on CNMC and on internal data.
Trainline plc
Annual Report & Accounts 2025
10
Market overview
continued
Liberalised
high-speed routes
create significant
catalyst for growth
Significant headroom opportunity as high-speed routes liberalise
Trainline is well placed to scale across Spain, France and Italy as carrier competition becomes
more widespread over the next few years. The three markets today represent an addressable
market of around €17 billion, expected to grow to €23 billion by 2030
1
.
Greater market fragmentation increases complexity for the customer and the need for
an aggregator like Trainline to provide all the carriers and fares in one simple-to-use and
convenient mobile App. By honing our aggregation playbook, we plan to position Trainline as
the aggregator of choice. We can help more customers make the right choice when booking
tickets, while removing friction that can sometimes arise when travelling by train. We believe
this will serve as the catalyst to scale our International business, given liberalised high-speed
rail routes across Spain, France and Italy are estimated to generate c.€12 billion of annual
industry passenger revenues by 2030
1
.
Trainline successfully honing its aggregation playbook in Spain
In Spain, as new entrant carriers entered the market and expanded services to new routes,
we have honed our aggregation playbook. This involves rapidly adding new inventory while
making it easy for customers to find the best value option, building demand and growing
awareness, as well as increasing customer engagement. At the same time, we have begun to
create the virtuous cycle of the marketplace. As we increasingly add new supply, we become
more attractive for passengers and increasingly relevant for rail operators.
Today
2030
1.0
9.5
7.1
7.4
France
Size of high-speed aggregated route in € billions
1
Today
2030
2.0
2.2
2.7
2.5
Italy
Aggregated high-speed routes
Non aggregated routes
Confident we can recreate Spanish success in France and Italy
By positioning ourselves as the aggregator
of choice in Spain, Trainline has grown
significantly on liberalised routes. In
FY2025, Trainline’s share of the top five
high-speed routes increased to 12% on
average, up from 5% two years prior. This
has resulted in overall Spanish net ticket
sales almost tripling over the past two
years to €199 million.
With carrier competition expanding
in France and Italy in the coming
years, we plan to increasingly deploy
our aggregation playbook in these
markets too.
We start in a strong position in France
and Italy, given we have:
• Mobile App that is well developed
to aggregate new entrant carriers.
• A relatively large customer base
(2.6 million in France and 2.1 million
in Italy vs 1.2 million in Spain).
• Strong trust scores and relatively good
levels of brand awareness (27% in
France and 41% in Italy), meaning we
do not have to start from a low base,
like we did in Spain a few years ago.
Today
2030
1.5
1.1
2.0
1.4
Spain
1. OC&C analysis and internal estimates.
Trainline plc
Annual Report & Accounts 2025
11
Market overview
continued
Regulatory and political environment
Europe:
Encouraging competitive rail markets
The European Union (EU) has made enabling the growth of
rail travel in Europe a regulatory priority as it aims to triple
high-speed passenger volume by 2050.
Liberalisation of the national rail and coach markets
continues to grow, promoted by a series of European
Commission initiatives aimed at encouraging competition
across Europe’s railways and facilitating efficient cross-border
transport systems.
This includes the Fourth Railway Package legislation to open
domestic rail markets in the EU to competition. Independent
retailers facilitate emerging new entrant competition by
aggregating and showcasing the new operators on their
respective platforms.
The Commission is developing regulation for digital ticket
booking to help meet its growth and environmental goals.
The regulation aims to drive competition by addressing the
challenges posed by incumbent rail operators and improving
consumer experiences in multimodal travel, including
enhanced transparency and remediation for disrupted
journeys. Debate on the scope of the regulation remains in
early stages but is expected to expressly include obligations
for a fair, reasonable and non-discriminatory approach
toward ticket distribution.
Working towards green mobility
The Commission’s European Green Deal established a goal
of becoming climate-neutral by 2050 and included a
commitment to a rethink of EU policies for clean energy
in the transport sector.
EU goal: 2x high-speed
rail traffic
Scheduled collective travel of under 500km
should be carbon-neutral within the EU
EU goal: 3x high-speed
rail traffic
By 2030
By 2050
Digital Markets Act
In March 2025, the European Commission sent two sets of
preliminary findings to Alphabet for failing to comply with
the Digital Markets Act (DMA), informing Alphabet of its
preliminary view that certain features and functionalities of
Google Search treat Alphabet’s own services more favourably
compared to rival ones, thus not ensuring the transparent,
fair and non-discriminatory treatment of third-party services
as required by the DMA. This is an important step to ensure
accountability for large companies like Google and secure
long-term market stability and contestability across Europe.
Trainline plc
Annual Report & Accounts 2025
12
Market overview
continued
Regulatory and political environment
UK:
The UK Government has enacted legislation to nationalise
the rail operators, with private operators to be brought into
public ownership over the next few years as their DfT service
contracts lapse.
In February 2025, the UK Government began an industry
consultation on the Railways Bill as its next step to establish
GBR as an arms-length governing body. Within the wide-
ranging consultation the Government clarified that – once
GBR is established following legislation – it intended to
gradually replace the 14 train operator retail website and
apps with a single public sector retail website and app.
The Government was unequivocal in its commitment to a fair,
open and competitive future rail retail market, recognising
the ‘fundamental role’ that independent retailers play
in driving innovation and attracting more customers to
the railway.
Alongside other independent retailers, Trainline is taking an
increasingly assertive stance with the Government to deliver
on its commitment to a fair, open and competitive future
retail market. It is a case made strongly in our response
submitted to the consultation on the future market and
in parallel we are actively challenging where operators
self-preference their own channels today.
At the highest level, we expect level playing field safeguards
for independent retailers. Such safeguards, highlighted as
important by the Competition and Markets Authority in its
own public response, are typically seen in other regulated
markets in the UK, including within the telecoms, water and
energy sectors.
We expect the outcome of the public consultation to be
published in late summer / early autumn, followed shortly
thereafter by the beginning of the legislative process.
Trainline plc
Annual Report & Accounts 2025
13
Business model
As Europe’s leading independent
rail platform, Trainline enjoys
significant benefits of scale.
Most of our customers transact through our mobile App,
benefiting from features like our new AI Travel Assistant and
digital railcards, which in turn increases customer engagement.
We understand the travel needs and patterns of our
customers in over 40 countries through our B2C
and B2B channels with around 136 million visits to
our platform each month.
Scaling Europe’s #1 rail platform
We earn a commission and fees on
B2C ticket sales. We also generate
revenue from advertising and ancillary
services such as travel insurance
and multi-currency payment options.
B2B partners pay a commission and/or
transaction fee on ticket sales, as well
as other related technology service
fees for the provision of our solutions.
We seek to expand the services we provide,
meeting more of our customers’ needs and
increasing our monetisation.
Platform One is our agile and
proprietary technology. It is the engine
behind our App and website, and it
also powers the booking and retailing
solutions for our B2B partners
(rail carriers and travel platforms).
Using our product and technology
expertise, plus the unique data insights
generated across our large customer
base, we continue to enhance our
customer proposition and tailor it
to the needs of different markets.
Supply
All tickets,
fares and
value saving
features
Brand
Strong brand
affinity and
trust
Expertise
Expertise and
scale to
invest
Technology
Scalable tech
platform optimised
for rail travel
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Supply
All tickets,
fares and
value-saving
features
Trainline plc
Annual Report & Accounts 2025
14
Business model
continued
We generate our highly rated user experience and partner solutions…
For travellers
Highly rated customer experience for
travellers globally.
• 4.9/5 star rated app on iOS
• Search and book train tickets for journeys
in over 40 countries
• All ticket types, journey combinations and
fares across major carriers in one place
• Seamless, friction-free booking experience
• Multiple currencies and payment options
• Digital tickets, smart personalisation,
real-time travel information and many
more features
4.9/5
star rated app
on iOS
For our B2B partners
We give travel sellers access to our rail
content via our Global API.
• Access to our rail content and local
features through one connection
• Travel sellers to integrate rail into
their offering, helping them grow
their business
For carrier partners
We provide end-to-end online retailing
solutions for rail carriers.
• Fast and secure tech platform for
retailing and ticketing at a lower cost
to serve
• Deep rail tech expertise: customised,
high-converting and high-quality
solutions
• Broad range of product and features
to integrate into their retail channels
Our people
Clear purpose at Trainline: make
greener travel choices, connecting
people and places.
Shareholders
Helping shareholders understand
our business and strategy, while
simultaneously addressing their
objectives and concerns.
Government and regulators
Encouraging shift while advising on
fair, open and competitive rail markets.
Our wider stakeholders…
Environment
Building motivation and pride to switch
from driving and flying to rail.
• Route emission information and
campaigns to drive awareness for
sustainability of rail
Read more on page 18
Trainline plc
Annual Report & Accounts 2025
15
Strategic report
Our technology
Our technology is optimised for rail travel
>350
releases a week
Reliable, scalable,
secure
• >700 microservices, increasing
speed of development, flexibility
and scalability
• c.500 engineers, data and tech
specialists
• >350 releases per week
>700
microservices
Deep inventory
connections
• Rail and coach
• Pre- and post-sales
• Real-time data
• Add-on travel services:
insurance, hotels etc.
>8
TBs of data
processed daily
>350
searches
per second
Personalised data
driven products
• >8 TB data processed per day
• Scalable agentic AI system
underpins our AI Travel Assistant
At Trainline, we pride ourselves on our
proprietary, modern, scalable tech platform.
Customer-centric
ecommerce
• Simple new App homescreen:
hides industry complexity
• 10+ payment options, including
Google Pay and Apple Pay
Trainline plc
Annual Report & Accounts 2025
16
Our technology
continued
Supply data (UK and EU)
Distribution and
white label
retail services
Ecommerce
Ticketing and
settlement
Payments and
fraud prevention
Journey
planner and
real-time info
Customer
accounts
Platform One
Our single global tech platform provides a range of tools and
services for our B2C and B2B customers.
Security, payments,
fulfilment, fraud
safeguards
• PCI-DSS Level 1 (Merchant &
Service Provider) since 2013
• Partnership with NCSC and NCA
• Internal standards aligned with
NIST framework
c.500
engineers,
data and tech
specialists
~3m
origin-destination
pairs per month
Our teams comprise of developers, designers,
infrastructure and data scientists, working together
to create a world-class experience for our customers
and carrier partners.
• Business Continuity Planning (ISO
22301) certified since 2022 and
Information Security Management
(ISO 27001) certified since 2023
• 3DS version 2 implemented
• Payment Services Directive II Secure
Customer Authentication fully live
• Industry-leading fraud to sales
ratio and industry-leading payment
acceptance rates
17
Our technology
continued
Trainline plc
Annual Report & Accounts 2025
Supercharging our user
experience with AI and
machine learning
Increasingly leveraging AI and
advanced machine learning to
improve the user experience.
We are using AI to supercharge the customer
experience, with the launch of our personalised AI
Travel Assistant. This gives customers an in-app chat
interface that provides rail travel advice and processes
refunds without human intervention.
Our AI Travel Assistant is underpinned by a scalable,
agentic AI system. It is built on a multi-agent
architecture, with the main orchestrator agent handling
the customer conversation and deciding which
specialist agents to use to accomplish the task at hand.
These specialist agents use sophisticated reasoning
to solve multi-step problems autonomously (e.g.
processing refunds). As the AI Travel Assistant expands,
we will build more agents to handle more tasks on
behalf of the customer.
We have also launched a new App homescreen that
makes it easier to search – with a personalised search
function – and quicker to book, leveraging machine
learning and geo-location technology to surface the
most relevant route suggestions. This has reduced
time to purchase by 36% compared to our previous
App interface.
Trainline plc
Annual Report & Accounts 2025
18
Sustainability
Purpose driven sustainability
Empower people to make greener travel choices
Our mission is to inspire a more sustainable way to travel.
Using our technology and data, we make rail travel more
accessible, enabling people to choose the option that is
better for the planet.
Rail is a more sustainable alternative to flying or driving,
producing around 86% less CO₂ than air travel and around
80% less than petrol car travel on medium-distance journeys.
In the UK, road transport (primarily cars) contributes 89% of
domestic transport emissions, while the entire rail network
accounts for around 1%. Similarly, across Europe cars and
planes generate 74% of transport emissions, whereas rail
remains under 1%. Additionally, when looking specifically
at journey routes rail has been found to be less emitting in
94% when analysing c.80,000 journeys. The advent of electric
vehicles still does not compete, with rail emissions half
that of battery electric vehicles. Rail truly has the power
to move millions efficiently and sustainably for both
business and leisure, connecting cities and countries
with a lower-carbon footprint.
We are committed to supporting the rail industry, businesses
and governments in reaching their emissions targets. Our
dedicated sustainability team works across functions to drive
a shift toward rail, advocating for its environmental benefits,
whilst minimising our own operational impact on the climate.
Rail produces c.86% less CO
2
than air travel, and c.80%
CO
2
less than cars on medium-distance journeys.
Trainline plc
Annual Report & Accounts 2025
19
Sustainability
continued
The external context
The EU aims to cut CO
2
emissions by 55% by 2030, while the
UK targets a reduction of at least 78% by 2035, with a legally
binding commitment to achieve net zero by 2050. To support
these goals, governments are promoting a shift to rail
transport and boosting investment in rail infrastructure.
The UK’s Decarbonising Transport plan recognises rail
as “the greenest form of motorized transport” and aims
for net zero greenhouse gas emissions from trains
by 2050.
This goal will be achieved through expanded
rail electrification and the adoption of innovative
technologies like hydrogen-powered trains.
The EU Commission continues to launch initiatives to
promote rail usage and connectivity across Europe,
in particular to boost long-distance and cross-border
passenger rail services, to make travel faster, easier
and more affordable.
Product and promotion
We aim to empower people to make greener
travel choices.
Trainline plays a key role in influencing the travel habits
of the future and enabling our customers to choose the
most sustainable transportation option. During the year,
we enhanced ‘Your Year in Trains’ which showcased the CO₂
saving individuals have achieved through their train travel.
We continue to share CO₂ information in our mobile App and
on Web to increase knowledge across our consumer base.
We remain committed to supporting the ‘I Came By Train’
movement, which raises public awareness of the benefits
of train travel and encourages pride in making sustainable
choices. This year, we partnered with a selection of Premier
League football clubs and Glastonbury to promote more
sustainable fan travel by providing incentives, education
and rewards for those who choose the train. Additionally,
we collaborated with the Green Alliance to produce a white
paper outlining key policy opportunities to facilitate a shift
towards rail travel.
What we’re doing internally
Trainline was among the first 100 companies in the UK, and
one of just 550 worldwide at the time, to have our net zero
commitments officially verified by the Science Based Targets
initiative (SBTi), the global organisation that helps businesses
set ambitious, science-backed emissions reduction targets.
We remain dedicated to achieving our Scope 1 and Scope
2 targets, supported by our Energy Saving Opportunity
Scheme (ESOS) action plan and upcoming London office
move. London, our largest office, will be powered by
renewable energy as well as being supported by heat
pump technology for maximum efficiency.
We will continue to work on our supplier engagement
approach to achieve our Scope 3 target. Additionally, we will
build sustainability into our core supplier processes, conduct
an extensive supply chain map and double materiality
assessment to better understand our impact.
Train travel is one of our
greatest opportunities
to hit emissions targets.
We’re committed to making
it the obvious choice –
for people, for the planet,
for our future.”
Pete Wood
Chief Financial Officer
Our SBTi net zero
commitments
Overall net zero target
•
Reach net zero greenhouse gas emissions
across the value chain by 2040
Near-term targets
•
Reduce absolute Scope 1 and 2 greenhouse gas
emissions 55.2% by 2030 from a 2020 base year
•
Ensure 80% of our suppliers by spend covering
purchased goods and services will have science-
based targets by 2028
Long-term targets
•
Reduce absolute Scope 1 and 2 greenhouse gas
emissions 90% by 2040 vs 2020
• Reduce absolute Scope 3 greenhouse gas
emissions 90% within the same timeframe
Trainline plc
Annual Report & Accounts 2025
20
Strategic priorities
Providing a smart, intuitive
and seamless experience for
our customers is at the heart
of our business. Through
customer insights and
research, personalisation, data
and machine learning, we
design features that enhance
the journeys of our customers
at every stage, from planning
and booking through to
post sales.
Increasing customer lifetime
value means deepening our
relationships with customers.
This includes customers using
Trainline frequently for more
of their travel needs – be it
commuting, shopping trips,
getting to university, business
trips, family days out, buying a
railcard or international travel.
Through our enhanced
product offering and broader
marketing, we are significantly
increasing our ability to help
people make these everyday
travel choices.
While helping to drive faster
growth, increasing customer
lifetime value is also improving
our customer economics,
allowing us in turn to invest
more in product innovation
and customer acquisition.
Our key focus is to strengthen
demand by deploying our
marketing playbook.
We have built a strong brand,
particularly in the UK, and
are growing consumer
awareness in Europe. The
headroom for Trainline to
grow across our core markets
remains significant.
We continue to deploy
our marketing playbook
in order to drive customer
acquisition, encouraging more
customers to choose more
environmentally sustainable
modes of transport.
Trainline Solutions is playing a
key role in providing reach and
scale to rail operators and for
travel sellers.
Within Trainline Solutions,
business travel is our largest
growth opportunity, both for
our branded channels and our
B2B Distribution business.
Enhance customer
experience
Build
demand
Increase customer
lifetime value
Expand Trainline
Solutions
We have created a platform
that consolidates rail inventory
for carriers across our
European markets, providing
one convenient online
experience for customers.
We are continually improving
and optimising our supply
on our mobile App and web
interface, offering customers
access to unrivalled value and
the widest choice.
Grow
supply
Our strategic growth priorities
Positioning ourselves as the market aggregator for European rail, while in the UK further
digitising the rail retailing experience, particularly for commuters and short-distance travel.
Trainline plc
Annual Report & Accounts 2025
21
Strategy in action
Grow supply
International Consumer
As we hone our aggregation playbook, we are creating
the virtuous cycle of the marketplace: as we add more
inventory, we become more attractive for passengers
and increasingly relevant for rail operators.
We seek to aggregate all carriers, fares and options into
one highly rated mobile App. This brings clear benefits
to our customers who can search all the options to find
best value, as well as stitch together different carriers
for return and multi-leg journeys through TopCombo.
It also brings distinct benefits for new entrant operators
too, increasing their passenger volumes and in turn
accelerating payback on their investment. This includes
rapidly adding their inventory ahead of them launching
services of new routes. We are now exploring how we
can increase the prominence of new entrant brands
within search results, helping increase their visibility
with new customers.
In FY2025, we expanded our supply to further enhance
our unique proposition for domestic rail customers. In
France, we became the first aggregator to retail Pass
Rail, giving younger customers cheaper travel during
the summer months. In Spain, we integrated Cercanias
urban and suburban rail travel, which operates across 12
cities and carries over 400 million passengers per year.
In addition, offering all four high-speed carrier brands in
Spain, including now on the Spanish Southern Corridor.
In Italy, we became the first App to auto-apply promo
codes when applying discounts for train tickets are
available, saving customers €20 per high-speed booking
on average.
UK
As the UK’s number one travel app, we invest in our
proposition to offer all the carriers and fares in one
place, as well as a comprehensive range of value-saving
products and features, helping customers unlock value
when booking rail travel.
This includes Splitsave, which we expanded this year
to make it available on 88% of routes, helping more
customers save £13 on average per trip.
It also includes digital railcards, where we grew users
9% to 2.3 million, enabling those customers to save up
to a third off rail travel. Our share of 16- 25 and 26-30
(year old) railcard users reached 43%, in part supported
by Trainline’s recent partnership with online bank
Monzo. This is notable given railcard users are typically
amongst our most frequent and loyal customers.
Reduced time
to purchase
36%
New App homescreen
reduced time to purchase
compared to previous
App interface
22
Trainline plc
Annual Report & Accounts 2025
Strategy in action
continued
Enhance the customer experience
In the UK, our investment in customer experience
is helping shift more people to digital channels. We
recently launched a new App homescreen with a more
personalised search UX. This leverages both geo-
location technology and machine-learning to surface
the most relevant route suggestions to the customer.
This has reduced time to purchase by 36% compared
to our previous App interface, further encouraging
customers to book on-the-day travel through Trainline.
Meanwhile, our on the go travel companion features
help them navigate journey disruption, including real
alerts and, soon, delay-repay eligibility notifications.
We are now using AI to supercharge the customer
experience, with the launch of our personalised AI Travel
Assistant. This gives customers an in-app chat interface
that provides rail travel advice, real-time information
and processes refunds without human intervention. Our
AI Travel Assistant is underpinned by a scalable, agentic
AI system. It is built on a multi-agent architecture, with
the main orchestrator agent handling the customer
conversation and deciding which specialist agents to
use to accomplish the task at hand. These specialists
agents use sophisticated reasoning to solve multi-step
problems autonomously (e.g. processing refunds).
As the AI Travel Assistant expands, we will build more
agents to handle more tasks on behalf of the customer.
In International Consumer, we continue to enhance our
user experience through the App. In FY2025, we rolled
out our new App homescreen that makes it easier to
search as well as our Travel Plans feature that allows
customers to save their favourite trips, plan travel
itineraries and seamlessly compare options across
different carriers and times.
Eticket
penetration
52%
Etickets as a percentage of
total industry sales increased
from 47% in FY2024 to 52%
Spain market share
12%
Trainline’s share of the top
five high-speed routes
increased to 12% in 2024
1
Spain growth
41%
Net ticket sales growth in
Spain of 41% in FY2025
2
1. Five high-speed routes in Spain where four carrier brands operate services (Madrid-Barcelona, Madrid-Valencia, Madrid-Alicante, Madrid-Seville and Madrid-Malaga), based on
CNMC and on internal data for calendar year 2024.
2. Geographical split of growth in net ticket sales within International Consumer based upon carrier location.
Trainline plc
Annual Report & Accounts 2025
23
Strategy in action
continued
Build demand
Brand awareness
31%
Awareness in Spain has
grown from 8% in August
2022 to 31% today
Active customer growth
+17%
Active customer growth
in the UK over the last
two years
International
Consumer
In Spain, we have found innovative
ways to help grow our brand
presence, including whole train
station takeovers as well as hosting
and sponsoring music festivals.
We have also sponsored Real Betis,
a Seville-based football team,
growing awareness in the region
ahead of SNCF Ouigo’s Madrid to Seville launch in January 2025.
Since we launched our first Spanish brand campaign in summer 2022,
prompted brand awareness has more than tripled from 8% to 31% as
of March 2025.
We took the decision in May 2023 to
pause nationwide brand spend in France
until the arrival of more widespread
carrier competition. However, we are
now deploying more marketing to the
South East corridor (Paris-Lyon-Marseille)
to grow brand awareness ahead of
Trenitalia expanding daily services
this summer. This includes our recent
sponsorship of Lyon-based football team,
Olympique Lyonnais.
UK
We continue to build demand for
our products and services across
our markets. In the UK, under our
flagship brand campaign ‘Great
journeys start with Trainline’, we
focus on telling customers how they
can save when booking through
Trainline, including our Best Price
Guarantee, which assures customers
booking on-the-day that they won’t
find cheaper tickets elsewhere.
Our ‘I Came by Train’ initiative is raising
public awareness of the benefits of train
travel while encouraging pride for those
that make sustainable travel choices.
This year, we partnered with a selection
of Premier League football clubs and
Glastonbury to promote more sustainable
fan travel, providing incentives, education,
and rewards for those who came by train.
Our campaigns have contributed to our
active customers growing from 15 million
to 18 million over the last two years.
Trainline plc
Annual Report & Accounts 2025
24
Strategy in action
continued
On-the-day transactions
69%
On-the-day bookings
now make up 69% of all
UK Consumer transactions
Transactions through
our mobile App
69%
69% of International
Consumer transactions
came through our mobile
App in FY2025
In the UK, we grew our customer base to 18 million in the UK, and at the
same time increased the frequency at which those customers transact
through us. Monthly active customers now transact more than 2.8 times
each month, compared to 2.6 times in FY2023. This also includes priming our
mobile App to serve more short-distance and commuter journeys, with 69%
of transactions now booked on-the-day.
In Europe, we are similarly deepening our relationship with our customers
too, particularly as we strengthen our position as an aggregator in
liberalising markets. A key example is our success in encouraging more
customers to download and use our mobile App, given its superior user
experience and transaction frequency benefits. In FY2025, 69% of all
customer transactions within International Consumer came through our
App, up from 62% in FY2024.
As we grow our customer base, we are further increasing the frequency
at which our customers are transacting with us. In Spain, having added
Cercanias urban travel, our transaction frequency increased from to 2.3x per
year (FY2024 2.0x and FY2023 1.7x). We are also seeing higher repeat rates,
with 54% of customers in the year being repeat customers, up from 44%
last year.
Having significantly scaled net ticket sales in UK Consumer and International
Consumer, we are now monetising more effectively through value added
services that generate additional revenues. This includes offering travel
insurance, as well as leveraging commercial partnerships to offer hotels and
other services. In FY2025, hotel bookings and insurance sales in aggregate
more than doubled year-on-year.
Increase customer
lifetime value
Trainline plc
Annual Report & Accounts 2025
25
Strategy in action
continued
Expand Trainline Solutions
Trainline Solutions
powers online retailing
for rail operators and
other travel sellers
Trainline Partner solutions
Through our Trainline Solutions business unit we have taken further
steps to support our travel partners, leveraging the strength of our
single global tech platform.
B2B Distribution
Our B2B Distribution business helps travel management companies
(TMCs) retail train tickets to their B2B customers. Primarily a UK
business, our Global API offers TMCs the ability to retail rail across
multiple European geographies through one simple, seamless
connection – rather than tackle the complexity of connecting to
multiple different carriers. Many of the world’s largest TMCs and
travel platforms are now connected to our Global API, driving 63%
growth in International B2B distribution net ticket sales year-on-year
on a constant currency basis.
Trainline Business
For Trainline’s branded B2B channels, we continue to enhance the
experience for users and for client companies, including enabling
client company admins to book train travel on behalf of their
employees and allow clients to embed travel policies into the App,
giving them greater control over their company travel spend.
Carrier IT Solutions
Our IT Carrier Solutions business provides white label online retail
solutions to rail carriers. This business is bidding to participate
in digital pay-as-you-go (dPAYG) trials launching later this year in
Yorkshire and the East Midlands. These trials represent a strategic
opportunity to demonstrate the benefits of our dPAYG solution
in a live environment. Our in-app solution leverages geo-location
technology developed through the Signalbox acquisition and
can offer capabilities beyond traditional tap-in/tap-out systems –
including real-time pricing visibility, integrated railcard discounts,
and support for family travel.
Net ticket sales
1
(£m)
Adjusted EBITDA
1
(£m)
Operating profit/(loss)
(£m)
Revenue
(£m)
Basic earnings
per share (p)
4,323
5,295
5,907
FY2025
FY2024
FY2023
327
397
442
FY2025
FY2024
FY2023
86
122
159
FY2025
FY2024
FY2023
56
28
86
FY2025
FY2024
FY2023
7.3
4.5
13.1
23
FY2025
FY2024
FY2023
Trainline plc
Annual Report & Accounts 2025
26
Key performance indicators
We use the
following financial
and non-financial
KPIs to measure
the strategic
performance of
our business.
Description
Net ticket sales represent the
gross value of ticket sales to
customers, less the value of
refunds issued, during the
year. Net ticket sales does not
represent the Group’s revenue.
Description
The Group generates the
majority of its revenue in the
form of commissions earned
from the rail and coach
industry on ticket sales based
on a percentage of the value
of the transaction. The Group
also earns fees and other
ancillary revenues, including
insurance, as well as revenue
from advertising.
Description
Adjusted EBITDA is calculated
as profit before net financing
income/(expense), tax,
depreciation and amortisation,
exceptional items and share-
based payment charges.
Description
Operating profit or loss is a profit
measure reflecting profit or loss
after tax before net financing
income/expense and tax.
Description
Basic EPS is profit or loss after
tax for the year divided by the
weighted average number of
ordinary shares.
Performance
Net ticket sales was £5,907
million, an increase of 12% vs
prior year, with UK Consumer
increasing by 13%, International
Consumer by 4%
3
and Trainline
Solutions by 20%.
Performance
Revenue was £442 million, an
increase of 12% vs prior year,
with UK Consumer growing by
12%, International Consumer
by 12%
3
and Trainline Solutions
by 12%
3
.
Performance
Adjusted EBITDA increased to
£159 million, an increase of 30%
vs prior year.
Performance
Operating profit improved to £86
million, from £56 million in the
prior year.
Performance
Basic earnings per share was
13.1 pence, up from 7.3 pence
in the prior year.
1.
See page 135 for the definition of
this KPI.
2. See page 136 for the definition of
this KPI.
3. Constant currency (“CCY”) YoY
growth calculated for International
Consumer and Trainline Solutions
using prior period average €/£
exchange rate applied to current
year reported numbers.
Net debt
2
(£m)
UK industry eticket
penetration (%)
On-the-day travel
share of transactions –
UK Consumer (%)
Operating free
cash flow
2
(£m)
App share of
transactions –
International (%)
100
64
83
FY2025
FY2024
FY2023
8
91
110
FY2025
FY2024
FY2023
43
47
52
FY2025
FY2024
FY2023
66
62
69
FY2025
FY2024
FY2023
62
54
69
23
Adjusted basic
earnings per share
1
(p)
7.7
12.3
19.2
FY2025
FY2024
FY2023
FY2025
FY2024
FY2023
Trainline plc
Annual Report & Accounts 2025
27
Key performance indicators
continued
Description
Adjusted basic EPS is profit or loss
after tax for the year, excluding
exceptional items, amortisation
of acquired intangibles, any gain
on repurchase of convertible
bonds, and share-based payment
charges together with the tax
impact of these items, divided by
the weighted average number of
ordinary shares.
Description
Net debt is a measure used
by the Group to measure the
overall debt position after
taking into account cash held
by the Group.
Description
Operating free cash flow is
cash generated from operating
activities adding back exceptional
items, and deducting cash flow in
relation to capital expenditure.
Description
Internally calculated value of
eticket sales as a percentage of
total rail ticket sales value for the
UK rail industry.
Description
On-the-day bookings as a
percentage of total gross
transactions over the year
for UK Consumer.
Description
Gross transactions through the
mobile App as a percentage of
total gross transactions over the
year for International Consumer.
Performance
Adjusted basic earnings per share
was 19.2 pence, up from 12.3
pence in the prior year.
Performance
Net debt increased to £83
million, as at 28 February 2025,
from £64 million in the prior
year, reflecting the Group
repurchasing £89 million of
shares during FY2025.
Performance
Operating free cash flow was
£110 million, up from £91 million
in the prior year.
Performance
In FY2025, eticket penetration
increased to 52%, from 47% in
the prior year.
Performance
The percentage of on-the-day
transactions in UK Consumer
increased to 69%, from 66% in
the prior year.
Performance
The percentage of transactions
that went through the Trainline
mobile App increased to 69%,
from 62% in the prior year.
Trainline plc
Annual Report & Accounts 2025
28
CFO’s financial highlights
Record operating performance
Group overview
Group net ticket sales increased to £5.9 billion, 12% higher
year-on-year (YoY), within Trainline’s previously upgraded
FY2025 guidance range. The drivers of net ticket sales growth
are provided for each business unit below.
Increased net ticket sales helped Group revenue grow
12%
1
(11% on a reported basis) to £442 million, also within
Trainline’s previously upgraded guidance range. Gross profit
grew by 15% to £352 million.
Adjusted EBITDA increased £37 million or 30% YoY to £159
million, outpacing net ticket sales and revenue growth given
the benefit of operating leverage in both marketing and
people-related costs. Adjusted EBITDA was 2.69% of net
ticket sales, exceeding our guidance, reflecting the benefits
of operating leverage.
UK Consumer
Net ticket sales grew 13% to £3.9 billion. This reflected the
continued market shift towards digital tickets, with industry
eticket penetration increasing from 47% to 52% of ticket
sales in FY2025, as well as a reduced impact from strikes than
in the prior year.
Revenue grew 12% to £208 million. Increasing non-
commission revenues, including insurance and hotel
bookings, helped largely offset the dilutive effect of
proportionally faster growth in shorter-distance travel
(commuter and on-the-day bookings), which generates
relatively lower rates of revenue than longer-distance travel.
Gross profit grew 21% to £147 million outpacing revenue
growth primarily given a reduction in the rate of fulfilment
that Trainline pays to the industry when a customer uses
a barcode ticket. Adjusted EBITDA of £88 million was 36%
higher, reflecting the benefit of operating leverage.
Trainline delivered a
record performance,
while benefiting from
operating leverage.”
Peter Wood
Chief Financial Officer
Net ticket sales
£5.9bn
FY2024: £5.3bn
Adjusted EBITDA
£159m
FY2024: £122m
Revenue
£442m
FY2024: £397m
Basic earnings per share
13.1p
FY2024: 7.3p
1.
Constant currency YoY growth calculated for International Consumer and Trainline Solutions using prior period average €/£ exchange rate applied to current year
reported numbers.
Trainline plc
Annual Report & Accounts 2025
29
CFO’s financial highlights
continued
International Consumer
Net ticket sales of £1.1 billion were 4% higher year-on-year
on a constant currency basis. Spain, which represents c.15%
of International net ticket sales and has most widespread
carrier competition, grew 41%. France and Italy (c.70% of
the International portfolio) were broadly flat as we await
the arrival of further carrier competition. Germany and the
rest of Europe (c.15% of International) are out of scope for
marketing investment and were down 6%.
Net ticket sales growth continued to be led by Trainline’s
mobile App, which in FY2025 represented 69% of
International Consumer transactions, up from 62% in
FY2024. However, additional industry-wide changes to
the presentation of Google’s search engine results further
suppressed organic search results while increasing the
prominence of paid adverts, which in turn has weighed
on Web sales. The impact was most felt in foreign travel
sales, which declined -2% YoY. However, we are proactively
responding to these changes. This includes bringing
customers direct to our Website and App, investing in
brand and doubling down on our owned channels such as
CRM, and increasingly using affiliates and partnerships,
particularly for foreign travel.
Revenue was £53 million, growing 12% YoY on a constant
currency basis, outpacing net ticket sales given a step
up in ancillary revenues, primarily hotel bookings. Given
seasonality, this was particularly evident in H1, with revenue
up 16% year-on-year on a pre-internal transaction fee basis,
while in H2 growth was flat year-on-year.
Gross profit increased 9% to £34 million. Adjusted EBITDA
loss was -£20 million (vs -£20 million last year). Excluding
the internal transaction fee, adjusted EBITDA was £2 million
(vs -£1 million loss last year).
Trainline Solutions
Net ticket sales grew 20% to £941 million. B2B Distribution
was the fastest growing sub-segment, up 25%, within which
international sales through our Global API was up 63% on a
constant currency basis.
White label carrier sales also performed strongly, benefiting
from improvements to core functionality from Platform One
as well as fewer strike days.
Revenue increased by 12% YoY on a constant currency basis
to £181 million. The internal transaction fee paid by UK
Consumer and International Consumer represented c.80%
of Trainline Solutions revenue.
Gross profit was £171 million, 12% higher, while adjusted
EBITDA was £91 million, 17% higher, reflecting the benefit
of operating leverage.
Operating profit
The Group reported operating profit of £86 million,
up £30 million or 54%. Operating profit included:
• Depreciation and amortisation charges of £43 million,
slightly higher compared to the prior year (FY2024:
£42 million).
•
Share-based payment charges of £21 million, reflecting
the costs of our all-employee share incentive plan
(FY2024: £23 million).
•
Exceptional items of £9 million, reflecting the costs to
deliver £12 million in annual cash savings from the group’s
previously communicated cost optimisation exercise which
was carried out in H2 FY2025.
FY2025
£m
FY2024
£m
Change from PY
% (reported basis)
Change from PY
% (constant currency)
Net ticket sales
UK Consumer
3,912
3,469
+13%
+13%
International Consumer
1,055
1,041
+1%
+4%
Trainline Solutions
941
785
+20%
+20%
Total Group
5,907
5,295
+12%
+12%
Revenue
UK Consumer
208
185
+12%
+12%
International Consumer
53
49
+9%
+12%
Trainline Solutions
181
163
+11%
+12%
Total Group
442
397
+11%
+12%
Gross profit
UK Consumer
147
122
21%
International Consumer
34
31
9%
Trainline Solutions
171
152
12%
Total Group
352
305
15%
Adjusted EBITDA
159
122
30%
Operating profit
86
56
54%
Trainline plc
Annual Report & Accounts 2025
30
CFO’s financial highlights
continued
Profit after tax
Profit after tax was £58 million, up 72% year-on-year. Profit
after tax reflected operating profit of £86 million, net finance
charges of £5 million, and a tax charge of £23 million. The
effective tax rate of 28% was above the UK corporation tax
rate, primarily due to losses in overseas entities that are not
recognised for deferred tax.
Earnings per share (EPS)
Adjusted basic earnings per share was 19.2 pence vs 12.3
pence in FY2024. Adjusted basic earnings per share adjusts
for exceptional one-off items in the period, any gains on the
repurchase of convertible bonds, amortisation of acquired
intangibles, and share-based payment charges, together
with the tax impact of these items.
Basic earnings per share was 13.1 pence vs 7.3 pence
in FY2024.
Outlook for FY2026
Trainline enjoys significant long-term growth opportunities,
including a large and growing rail market, growing
awareness of the environmental benefits of train travel
and the continued shift towards digital ticketing. There are
clear signs of new entrant carrier competition expanding in
Europe too, with liberalised high-speed routes across France,
Italy and Spain expected to be worth €12 billion by 2030. This
should provide the conditions required for Trainline to scale
as it positions itself as the market aggregator. In addition,
the business travel market in UK and European rail is
estimated to be worth c.€6 billion, giving Trainline significant
headroom to grow its B2B offering too.
While the Group remains focused on its long-term growth
priorities, in FY2026 we expect some headwinds as previously
announced. This includes Transport for London’s (TFL’s)
phased expansion of their contactless travel zone and the
ongoing impact from Google’s changes to its search engine
results page. In addition, recent global macroeconomic
uncertainty may impact foreign travel. As a result, Trainline
expects net ticket sales growth in the range of 6% to 9%
for FY2026.
Statement of financial position
FY2025
£m
FY2024
£m
Change from PY
%
Non-current assets
515
532
(3)%
Cash and cash equivalents
77
91
(16)%
Other current assets
68
59
15%
Current liabilities
(305)
(222)
(38)%
Non-current liabilities
(72)
(148)
51%
Net assets and total equity
283
312
(9)%
As we first announced in March 2022, the commission rate
in the UK reduces from April 2025
1
. As a result, we expect
revenue growth to be slower than net ticket sales, in the
range of 0% to 3% for FY2026. Despite that, we expect
adjusted EBITDA to grow broadly in line with net ticket sales,
at a rate of 6% to 9%, as we benefit from operating leverage
and our cost optimisation exercise. Assuming adjusted
EBITDA grows in line with net ticket sales, this implies
adjusted EBITDA as a percentage of net ticket sales at
2.69%, at the top end of our previous guidance range for
FY2026 (of 2.6% to 2.7%).
Total net assets at the end of FY2025 were £283 million,
a slight decrease from £312 million in FY2024.
Net current liabilities increased to £(160) million from
£(72) million in FY2024. This was predominantly driven
by an increase in short-term borrowings as well as a
slightly lower cash balance reflecting the Group’s share
buyback programme.
Non-current liabilities reduced to £(72) million compared
to £(148) million in FY2024, with our convertible bond
approaching maturity.
Net debt was £83 million at the end of February 2025, up
from £64 million in February 2024. The Group’s leverage
ratio was 0.5x adjusted EBITDA (Feb 24: 0.5x; Feb 23: 1.2x).
This primarily reflected the generation of positive operating
free cash flow in FY2025, offset by £89 million of share
repurchases as at the end of February 2025.
Cash flow
Operating free cash flow was £110 million, up 20% year-on-
year. Operating free cash flow constituted adjusted EBITDA
of £159 million, partly offset by capital expenditure of £43
million, which reflected the Group’s ongoing product and
technology investment, and a working capital outflow of
£7 million.
Pete Wood
Chief Financial Officer
7 May 2025
1. Trainline estimates a c.0.25% net reduction in commission rate, effective 1 April 2025, resulting from a 0.5% reduction in the base B2C online sales commission rate,
from 5% to 4.5%, and an offsetting removal of central industry costs of c.0.25%. This change was first announced in March 2022 and confirmed in May 2023.
Audit
and Risk
Committee
Internal
Risk Committee
(IRC)
Risk and
Control Owners
•
Oversight and governance around
risk management
•
Formal risk reviews
•
Review and calibration of principal risks
•
Review and assessment of emerging risks
•
Current and future risk mitigation actions
and controls
•
Risk review and assessment as part of
risk workshops
•
Continuously manage and update risk profiles
•
Identify, implement and monitor
mitigating actions
Principal risks heat map
Key
1
Regulatory and political environment
2
Macroeconomic and external
market conditions
3
Technology operations and security
4
Competitive landscape
5
People
6
Compliance
7
Supply and partnerships
Probability of realisation
of Trainlineʹs principal risks
Moderate
High
Major
Moderate
significance
High
significance
Major
significance
2
5
3
6
7
4
1
Trainline plc
Annual Report & Accounts 2025
31
Principal risks and uncertainties
Roles and responsibilities
The Trainline Board of Directors has ultimate responsibility
for the risk management programme and internal controls.
The Board is also responsible for assessing events and
circumstances which could threaten Trainline’s current and/or
future strategy, business operations or business model, and
for providing guidance and advice to our Management Team
on navigating risks.
The Board also sets the tone for risk management, the risk
culture, as well as the context for how decisions are made
when evaluating risks. The Board is supported by the Group,
through Trainline’s Management Team and the Audit and Risk
Committee to review, report on and manage risks. During our
annual strategy planning process as well as during our half-
year and year-end reporting processes, all key risks facing the
business are formally reviewed and assessed by the Board.
Oversight and governance
The oversight and governance of our risk management
practices is summarised in the infographic below.
The Audit and Risk Committee is responsible for reviewing the
effectiveness of Trainline’s risk management practices and
internal controls and for reporting relevant matters to the
Board. The Committee ensures that Trainline’s risk registers
are comprehensive, timely monitored, and risk summaries
are proactively communicated back to the Board. A flow of
clear, timely and relevant communication exists between the
Audit and Risk Committee and the Board, which continues
from the Board to Trainline’s wider business and vice versa.
Trainline’s Internal Risk Committee (IRC) serves as a forum for
senior risk owners within the business to discuss the Group’s
risk landscape and mitigating activities.
The IRC also identifies and discusses potential emerging risks
facing the Group. The IRC reports regularly to the Audit and
Risk Committee and the Board.
A formal Enterprise Risk Management (ERM) framework
and a Risk Policy are in place to provide structure and help
guide the risk assessment process. As our risk management
is a continuous process, functional Risk and Control Owners
are responsible for proactively raising and helping to assess
risks. Risk and Control Owners participate in periodic risk
workshops and, where required, may also be responsible for
implementing risk mitigation strategies.
Risk appetite
Risk appetite measures how much risk exposure the
organisation is willing to accept. We have defined risk appetite
levels in our ERM framework, which helps us make more
informed decisions by consistently targeting priority areas
across our risk landscape. As we operate in a fast-paced and
competitive technology environment, we may take a ‘Hungry’
or ‘Open’ approach to explore and develop new product
innovations or to take advantage of commercial opportunities.
At Trainline, we adopt a robust risk management strategy to ensure we
continue to grow our business in a sustainable way, achieve our objectives
and provide value to our customers, shareholders and other stakeholders.
Link to Strategic Priorities
Risk Change
Increase
No change
Decrease
Enhancing the
customer experience
Increase customer
lifetime value
Growing Trainline
Partner Solutions
Build demand
Grow supply
Trainline plc
Annual Report & Accounts 2025
32
Principal risks and uncertainties
continued
1. Regulatory and political environment
Status:
The UK Government has set out proposals to create Great British Railways (GBR) the public body to unify train operating companies (TOCs) and the rail network. It is currently
consulting on the Railways Bill and has set out the intention to gradually consolidate existing TOC online retail into a single website and App. It has made an unequivocal commitment
to a fair, open and competitive retail market and the fundamental role of independent retail. We will take an increasingly assertive approach to the specification of level playing field
protections, common across regulated markets. In the EU, we continue to support the legislative agenda for further rail liberalisation and the development of regulation to improve
customer experience in multimodal travel.
Description of risk
How we monitor and mitigate the risk
Trainline’s operations could be affected by policy and
legislative changes enacted by governments and
regulators.
Trainline recognises the importance of developing strong and effective relationships with governments and industry partners.
The Corporate Affairs team proactively engages with UK and EU wide governments, institutions and carrier partners as part
of a structured programme of stakeholder engagement. That structured programme will intensify in the UK around the GBR
programme as it moves through the legislative process over the next 12 months. As part of our growing business in European
markets, we also proactively engage with key stakeholders at European Union institution and Member State levels. For more
information on our regulatory landscape, see page 11.
Our engagement is coordinated within our overall communication and brand positioning to present a coherent message to
our audiences and industry stakeholders. We also continue to network, organise and sponsor industry events and knowledge-
sharing sessions e.g. through our proprietary data insights. By doing this we ensure Trainline’s external operating environment
remains as supportive as possible of our ambitions.
Link to strategy:
We aim to maintain a ‘Minimalist’ and ‘Cautious’ approach
to risks related to the management of our key systems
and data. We take a risk ‘Averse’ approach to minimise our
exposure with regards to any risks related to our regulatory
and compliance requirements and risks that may damage
our reputation or brand.
Risk assurance
Our risk assurance is based on the ‘Three Lines of Defence’
model. This governance model describes and defines
ownership and accountability of how various business
functions within Trainline work together to proactively
manage risks. Day-to-day responsibilities for risk
management lies with functional Risk and Control Owners.
The relevant management teams and risk committees
provide second line guidance, oversight, and challenge
within the risk management process.
Group Internal Audit delivers risk-based audits in the third
line to provide independent assurance on the effectiveness
of mitigating controls.
Though our risk management process is an ongoing effort,
our enterprise risks are formally assessed bi-annually as
part of dedicated risk workshops with Risk and Control
Owners. These workshops provide challenge and validation
as to the completeness and prioritisation of functional
risks and if these are assessed and scored in line with
our ERM framework.
A summarised view of risks is provided to the IRC, which is
chaired by the Group’s CFO and is composed of senior risk
owners with direct oversight of the Group’s seven Principal
Risks. The IRC meets on a bi-annual basis and is tasked to
review, calibrate and map out the Group’s risk landscape.
A formal update is then presented to the Board.
The Audit and Risk Committee runs periodic risk ‘deep dives’
as part of which each of our Principal Risks is specifically
reviewed and discussed with the key Risk and Control
Owners. These ‘deep dives’ provide a more in-depth view
of the existing and planned mitigating actions around our
Principal Risks.
Emerging risks
Other than Trainline’s Principal Risks, the Board also
considers potential emerging risks and their impact on our
operations. As per our ERM framework, we define emerging
risks as uncertainties that may materialise over the next 12 to
18-month time horizon. Such risks are inherently difficult to
quantify, but as part of our horizon-scanning activities at the
IRC, we ensure that these potential longer-term uncertainties
are proactively identified and discussed.
Trainline plc
Annual Report & Accounts 2025
33
Principal risks and uncertainties
continued
Link to Strategic Priorities
Risk Change
Increase
No change
Decrease
Enhancing the
customer experience
Increase customer
lifetime value
Growing Trainline
Partner Solutions
Build demand
Grow supply
2. Macroeconomic and external market conditions
Status:
Though inflationary and interest rate pressures have continued to ease as compared to prior periods across our principal markets in the EU and the UK, the ongoing adverse
economic conditions may continue to negatively impact the rail industry, the travelling public and consequently our financial performance.
Description of risk
How we monitor and mitigate the risk
Adverse economic conditions may impact the spending
power of our customers and may therefore affect our
financial results.
Our Executive Team continues to closely monitor and assess the potential impact of geopolitical trends and macroeconomic
pressures on the business. Detailed and timely metrics are in place around customer and corporate travel spend and trends.
We monitor passenger numbers and sales trends as well as numerous economic and financial drivers.
We conduct detailed and careful analysis and modelling of cash balances and debt levels to ensure Trainline’s liquidity, access
to financial facilities and sustainable business operations all support our long-term growth.
Link to strategy:
3. Technology operations and security
Status:
As an online retailing platform, our operations depend on the uptime, availability and security of our technology infrastructure, systems and key third-party relationships.
Potential security events may result in disruptions to our systems and services and could significantly impact our business, financial results and reputation.
Description of risk
How we monitor and mitigate the risk
Significant disruptions to our online products and services,
including potential security incidents as well as outages
at our key third-party technology service providers, could
significantly impact our financial results and reputation.
Our Infrastructure and Operations teams have a formal Major Incident Management framework in place, including an
‘on-call’ rota to provide continuous monitoring coverage over our key systems, infrastructure, and mission-critical processes.
Our technical teams provide 24/7 monitoring of our systems, services and infrastructure.
The Group’s Security and Privacy Steering Committee regularly reviews and monitors existing and emerging security threats
as well as our current mitigation strategies. We run targeted threat and vulnerability assessments and scenario tests and crisis
simulation workshops for our senior executive and leadership teams.
Trainline is certified PCI Level 1 compliant. In FY2024, we successfully re-certified for the ISO 22301 and obtained the ISO 27001
accreditation for the business. For more information on our technology, see pages 15 and 16.
We are actively exploring use-case scenarios for the deployment of AI tools. We have a formal Steering Committee now in
place to assess the corresponding risks and opportunities and to deploy the relevant solutions. For more information on AI,
see page 17.
Link to strategy:
Link to Strategic Priorities
Risk Change
Increase
No change
Decrease
Enhancing the
customer experience
Increase customer
lifetime value
Growing Trainline
Partner Solutions
Build demand
Grow supply
Trainline plc
Annual Report & Accounts 2025
34
Principal risks and uncertainties
continued
4. Competitive landscape
Status:
The online travel environment remains competitive with service providers continuously improving their offerings. Though there are uncertainties around the potential launch
of a ‘GBR’ website and app, we are well positioned to address these competitive challenges. Potential algorithmic changes and displays of search engine results may impact the
volume of traffic as well as the cost of advertising on these platforms. We have continued to expand our footprint in Spain and Italy, enhancing our branding strategies and offering.
Description of risk
How we monitor and mitigate the risk
Failure to ensure that our technology and user
experience meet the needs of our customers and
that Trainline’s offering remains ahead of competitor
products could have an adverse impact on our results.
Our leadership team, our exceptional team of c.500 engineers, data and technology specialists, strong industry networks and
agile way of working help ensure that we remain innovative.
We undertake regular customer, market and competitor analyses to identify and assess potential competitive threats and
opportunities. We continue to closely monitor new entrants into our markets to proactively counter competitive threats and
aggressive marketing campaigns.
Given the evolving changes in search engine algorithms and search result presentations, we have various mitigating actions
in place. These include diversifying brand spend across other channels and continuing to increase our brand and affiliates
marketing programmes.
We have a robust and well-defined product strategy and roadmap in place. We have been continuing the development and
trial of our Pay-As-You-Go (PAYG) solutions and are working on integrating our offering to popular AI services (e.g. ChatGPT).
We have continued to expand our in-app customer offering with enhanced partnerships, such as the arrangement with
Booking.com.
Link to strategy:
5. People
Status:
As a fast-growing technology business, attracting and retaining the best technology talent is a critical element of our strategy. The recent, lower employee engagement scores
indicate that certain areas of the employee experience require improvement. We have dedicated action plans in place around these improvement areas.
Description of risk
How we monitor and mitigate the risk
Inability to attract and retain critical engineering skills
and capabilities could hinder our ability to deliver on
our strategic objectives.
We work hard to develop and sustain our highly collaborative, agile and innovative culture, which incorporates the wellbeing
and professional development of team members across each geography/location.
We conduct regular employee engagement surveys (‘Have Your Say’). These results provide actionable insights and highlight
potential improvement areas. Given our recent restructuring efforts, we have seen a decrease in overall employee engagement
score. We have re-doubled our efforts of strengthening key elements of our organisational culture, including the roll-out of
revamped benefit schemes and Company-wide share awards.
Survey results as well as the corresponding action plans are presented as part of our Company All-Hands sessions for full
visibility and transparency.
For more information on our people, see pages 37 to 42.
Link to strategy:
Link to Strategic Priorities
Risk Change
Increase
No change
Decrease
Enhancing the
customer experience
Increase customer
lifetime value
Growing Trainline
Partner Solutions
Build demand
Grow supply
Trainline plc
Annual Report & Accounts 2025
35
Principal risks and uncertainties
continued
6. Compliance
Status:
The Group has maintained its focus on compliance and has continued to recruit, train and deploy legal professionals in our key markets in the UK and the EU. We have
continued to proactively provide relevant compliance training and refreshers to Trainliners.
Description of risk
How we monitor and mitigate the risk
Should Trainline not comply with licences, legislation,
regulatory requirements or other such frameworks,
this could affect the Group’s ability to conduct business
operations and its reputation with customers.
We take a comprehensive and robust approach to compliance. We have dedicated staff in place, who help to track and monitor
legal, contractual, privacy and regulatory compliance requirements in each market where we operate. We perform regular
assessments of laws and regulations.
Though we have a robust compliance training programme and training in place to propagate regulatory and compliance
messaging and training to all Trainliners, we continuously review and enhance our trainings. These include information
security, privacy and data, as well as anti-bribery type trainings. We also run annual refreshers to reinforce our commitment
to compliance.
We operate a whistleblowing policy, whereby any Trainline employee can quickly and confidentially raise concerns and feedback
through an anonymous third-party hotline/email. All reported cases are formally investigated and reported on to Trainline’s
Audit and Risk Committee.
Trainline is committed to being a responsible taxpayer acting in a transparent manner. Our detailed tax strategy includes
further transparency on our approach to risk management, compliance and governance, as approved by the Board.
Link to strategy:
7. Supply and partnerships
Status:
The favourable regulatory decisions in the EU to enforce the parity and uniformity of access to carrier data have lessened our overall exposure and are likely to improve
our prospects in those markets. Whilst the future roll-out of GBR may impact our ‘Whitelabel’ business, we continue to enhance our product and service offering and implement
mitigating actions.
Description of risk
How we monitor and mitigate the risk
A unilateral termination or amendment by a rail or
coach carrier of the contractual and licence terms,
including a significant reduction in our commissions
or the availability of timely carrier data, would have a
material impact on our operations and financial results.
We have dedicated and highly experienced carrier relationship teams in place in the UK and the EU, who are closely engaged
with our rail and coach operating partners.
In cooperation with our Regulatory teams, we work closely with key governmental, trade and rail industry bodies across
our key markets to help facilitate our access to carrier data. For more information on our regulatory landscape, see page 11.
In France, we continue to engage with other independent rail distributors as part of the ‘ADN Mobilités’ association to lobby for
better conditions and a level playing field in the sector.
Link to strategy:
Trainline plc
Annual Report & Accounts 2025
36
Viability statement
In accordance with the requirements of the UK Corporate Governance Code 2018, the Directors have assessed the
long-term viability of the Group and its ability to meet its liabilities over a three-year period. The Directors carried
out a robust assessment of the Group’s principal and emerging risks as set out on pages 31 to 35 and the potential
impact of any of these risks on the long-term viability of the Group.
Forecasting period
Three years was considered an appropriate assessment
period. The three-year period is aligned to the Group’s
annual strategic planning process. The base case reflects
the Group’s three-year plan, which includes the current best
estimate of outlook. The key assumptions in the three-year
plan which could be impacted by the principal risks are: the
rate of net ticket sales growth and the associated revenue
growth; and the level of cost required, including capex, to
meet sales and revenue forecasts.
How viability was considered
To assess the viability of the business, sensitivity scenarios
were modelled from the base case taking into consideration
the Group’s principal risks if they were to occur. This involved
flexing some of the key assumptions by downside changes,
incorporating severe but plausible downside scenarios
and quantifying the potential impact of one or more of the
principal risks crystallising over the assessment period.
None of the scenarios modelled include any mitigating
actions. The viability assessment considered whether
the covenant requirements, as disclosed in Note 1 to the
Financial Statements, would be met in all applicable periods.
Conclusion
The Group is forecast to meet covenant requirements in all periods in which they are applicable under the base case and
under all scenarios considered. The Group has sufficient cash reserves to draw down on as needed, as well as the RCF which
has headroom to draw down further as at the date of signing of this Annual Report and Financial Statements. The convertible
bond is due to be repaid in January 2026 and initial extension of RCF is due to expire in November 2026. We have considered
this as part of our assessment. The Board confirms that it has a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over the next three years.
Scenario 1
•
Market-based sensitivity, based on a reduction of 15%
of forecast EBITDA due to decreased sales arising from
the impact of a number of factors such as the impact
of increased competition and decreased consumer
spending power
Link to principal risks: all
Scenario 2
•
20% additional marketing spend with no upside in
sales/revenue
Link to principal risks: Macroeconomic and external
market conditions; Competitive landscape
Scenario 3
•
£10 million additional capex in each year with
no upside in sales/revenue
Link to principal risks: Technology operations
and security; People; Competitive landscape
Scenario 4
• Data breach in FY2027, resulting in reduced
revenue, compliance fines and ongoing increased
IT security costs
Link to principal risks: Technology operations
and security; Compliance; Regulatory and
political environment
Sensitivities applied
The sensitivity scenarios applied were as follows:
Trainline plc
Annual Report & Accounts 2025
37
Our people and culture
And we mean all forms of diversity. That’s why we're
committed to Trainline being an inclusive place to work,
where everyone belongs and differences – whether that’s
gender, ethnicity, sexuality, disability, nationality and
diversity of thought are - valued and celebrated.
We have four diversity networks developed and led by
Trainliners, with sponsorship and support from senior
leaders. They're all about empowering and supporting
underrepresented groups, by providing a safe space to talk,
a place to come up with new ideas and a channel for voices
to be heard. Members of our diversity networks are a key
part of our Diversity and Inclusion Steering Committee,
along with representatives from our Management Team
and People Team, who are responsible for monitoring
progress against our diversity and inclusion targets.
We know that having a
diverse team makes us
better and helps us succeed.
More on our diversity and inclusion initiatives on page 42
c.990
Employees
c.500
Engineers, data and
tech specialists
c.56
Nationalities
106
Promotions
Our People are
at the heart of
our business
Gender
Male
Female
All our People
Senior Leadership
Technical roles
Management Team
Junior Leadership
FY2025
40%
60%
FY2024
40%
60%
FY2025
26%
74%
FY2024
26%
74%
FY2025
22%
78%
FY2024
22%
78%
FY2025
46%
54%
FY2024
39%
61%
FY2025
40%
60%
FY2024
36%
64%
Trainline plc
Annual Report & Accounts 2025
38
Our people and culture
continued
1.
The ethnicities used are those defined in the UK Government agreed list of ethnic groups which
is available here: www.ethnicity-facts-figures.service.gov.uk/style-guide/ethnic-groups.
2.
Ethnicity data is provided by our People on a voluntary basis and therefore this data is for the
60% of our UK workforce who disclosed their ethnicity or stated that they would prefer not to
say. Under EU law we are not permitted to disclose ethnicity data for our People based in the EU.
3. UK 2021 Census data.
Ethnicity
1
Trainline
2
2025
Trainline
2
2024
UK
3
2021
Asian or Asian British
14%
15%
9%
Black, Black British, Caribbean or African
3%
3%
4%
Mixed or multiple ethnic groups
6%
6%
3%
Other ethnic group
1%
1%
2%
White
73%
73%
82%
Prefer not to disclose
3%
2%
–
Ethnicity
39
Trainline plc
Annual Report & Accounts 2025
Our people and culture
continued
I took new learnings away from
every talk that I attended at the
Tech Summit, and most of them
made me think differently about
the way that I approach my work.”
Think big
We aren’t afraid to think big –
in fact, the big picture inspires us.
As we scale and grow, our people are growing with us.
We put our Trainliners’ development front and centre with
dedicated moments throughout the year, with industry-
leading learning and development resources available
from day one.
Tech Summit, Hackathon and Tech X
Our Trainline Tech Community thrives off sharing ideas,
learning together and bringing together passionate people.
•
Over 600 Trainliners from around the globe came
together at our London HQ for Tech Summit, our annual
opportunity to learn from each other on technology
advancements and the future of travel. This year’s event
featured 53 speakers exploring the challenges, unexpected
glitches and lessons learned from tech failures through
this year’s theme, 'When Tech Goes Wrong'
•
Over 90 Trainliners took part in this year’s Hackathon –
a chance to think big and collaborate with each other on
exciting ideas that could have a big impact on Trainline
•
In 2024 we also held TechX, a one-day event that brought
together over 400 Trainliners to celebrate and learn
from external Tech experts at our London HQ
Learning Day and Learning Express
Balancing day-to-day work with personal development
can be challenging. So this year we introduced Learning
Days – dedicated, no-meeting days focused entirely on
development - and held four across the year. These days
give our Trainliners the time and space to:
•
be inspired by and learn from keynote speakers;
•
take part in career-focused workshops; and
•
focus on self-led learning, choosing the skills and topics
that matter most to their growth
At Trainline, we believe growth never stops. That’s why
we’ve created Learning Express – the ultimate hub for
development. Packed with lots of online content and
courses, it’s designed to let Trainliners learn at their own
pace, whenever it suits them. Regularly updated with fresh
insights from our internal Learning & Development team,
as well as the latest trends and resources from external
experts, it ensures everyone stays ahead and keeps growing.
Ross Allinson
Senior Engineer
40
Our people and culture
continued
Trainline plc
Annual Report & Accounts 2025
Own it
The Summit programme has been
invaluable in developing my management
skills. I particularly appreciated the insights
into navigating different personality types,
including my own. This knowledge
proved especially helpful recently when
I was dealing with a real life situation at
work. Sara’s engaging and supportive
training style was exceptional. Overall,
the programme has significantly
contributed to my growth as a manager.”
Mario Pina Santos
Workplace Manager
Our Own It value is about taking
responsibility and make things happen,
which includes making the tough decisions.
This year we made the decision to realign our
workforce to drive efficiency and lower costs. This
resulted in a headcount reduction. This process was
managed efficiently to minimise disruption and
uncertainty for our employees, whilst also observing
the correct procedures and legal frameworks within
each of the countries we operate in.
Notwithstanding this, we continue to invest in our
People at Trainline and this remains an important
part of our strategy.
Developing our leaders
• This year we created a leadership framework
to give our leaders and managers a blueprint
of what good looks like. It includes ten new
leadership principles which will be embedded
across all our employee life cycle touch
points: from hiring, through to performance
management, promotion, career development
planning, and how we assess high potential
employees and potential successors
• We also launched a leadership development
programme for our top 50 leaders based on
our new leadership principles. Each leader
underwent a 360 feedback process and the
programme was carefully designed to support
the leadership principles that needed most focus
and development
• We introduced a new management programme
to equip all our newly promoted managers
with the fundamentals needed to kickstart their
management journey. The five part ‘Summit
Programme’ captures key elements such as your
management persona, setting expectations,
giving great feedback, coaching skills and putting
it all in action. This year we delivered three cycles
of the programme with 22 of our new managers
• We partnered with leading apprenticeship
provider Raise the Bar to offer our female leaders
the opportunity to take part in a Level 3 or 5
apprenticeship funded by our apprenticeship levy.
Ten of our female leaders are now going through
the programme which will tackle challenges such
as confidence issues, managing upwards and
handling difficult conversations, as well as delving
into essential topics like stereotyping, imposter
syndrome and ensuring your voice is heard
Growing careers
This year we promoted 106 Trainliners and
supported numerous internal moves, including
secondment opportunities, as well as a number of
relocations across our European offices. We also
filled 20% of our open roles with internal candidates.
41
Our people and culture
continued
Trainline plc
Annual Report & Accounts 2025
Do good
We are champions for a greener future of travel, but also
making a positive difference for wider society and the planet.
Greener workplaces
Reducing the environmental impact of our
offices has been a continued focus for us.
In London we added modular phone booths
made from over 1,000 recycled plastic
bottles that can easily be disassembled and
transported in the future. In our Barcelona
office we successfully reduced plastic, water
and CO
2
consumption with our beverage and
fruit supplier.
Giving back
Our Trainliners have been putting our
Do Good value into action with charity
runs, bake sales and generous donations.
Here’s a few highlights:
• Edinburgh pretty muddy run: Our
Edinburgh team got dirty for a good
cause, raising over £3,000 for Cancer
Research UK (CRUK)
• Pride bake sale: In celebration of Pride
Month our Rainbow Train network
hosted ‘The Great Pride Bake-off’
raising £306 for Stonewall
• As part of our TrainFest celebrations we
donated £10,000, divided among four
awesome charities chosen by our internal
networks: Friends of the Earth, Missing
People, United for Global Mental Health,
and Stonewall
• We made a further £8,000 donation at
Christmas across a further four charities
chosen by Trainliners: Pink Ribbon
Foundation, The Air Ambulance Service,
Ocean Clean-up, and Ilbalzo
•
Trainliners in our Edinburgh office teamed
up with Spartans Community Foundation
to support local children from low socio-
economic backgrounds, donating over
75 gifts to ensure they had something to
open on Christmas Day
Inspiring new talent
We continued our partnership with
Circl to help equip young people from
underrepresented backgrounds with the
information, skills and mindset to achieve
their career aspirations, with 20 Trainliners
taking part in our Circl Future Leader
programme this year. Each Trainliner was
given real-world leadership experience by
coaching and being coached by young adults
from underrepresented backgrounds.
Since completing the Circl
Programme, I feel that my
confidence has increased
massively. It has helped me to
listen more intuitively to others.”
Sofia Cochi
Senior Technical Account Manager
42
Our people and culture
continued
Trainline plc
Annual Report & Accounts 2025
Travel together
We are energised by the people around us and embrace
the power of inclusion. We celebrate differences because
we know it makes us stronger.
Building connections
•
In June we brought all Trainliners together for our
bi-annual Trainfest event in London for a day full of
connections – to our vision and purpose, our partners
and industry, and each other
•
Throughout the year we offer our Trainliners regular
opportunities to get together and build in person
connections as well as learn more about the key things
happening across our business, including our monthly
All-Hands events and regular Exec Ask Me Anything
sessions where no topic is off limits
Celebrating our diversity
•
This year we were proud sponsors of Edinburgh Pride
with a group of 50 Trainliners marching together in
support of our LGBTQIA+ customers and Trainliners
• Our Ethnic Diversity Employee Network organised lots
of Eid themed activities including a ‘Come Fast With
Me”’ event where colleagues could learn more about
Ramadan and break the fast together in all of our offices
•
Our Edinburgh office hosted its first-ever Family Day,
welcoming 14 mini Trainliners to our Scottish office. Our
littlest guests had a blast with face painting, arts and
crafts, and, of course, some yummy Trainline treats
Creating a Speak Up culture
This year we worked with Protect, a whistleblowing charity,
to launch a new training module to our Trainliners called
Speak Up. This module focused on the importance of
creating a Speak Up culture in the workplace as well as going
through best practice on whistleblowing. We recently scored
92% in our engagement survey on Trainliners understanding
the importance of speaking up and raising concerns.
TrainFest was a great
experience to gain industry
insights across the UK and
EU markets while connecting
and collaborating with teams
from different locations.”
Lucas Sallen
Real Time Analyst
Trainline plc
Annual Report & Accounts 2025
43
TCFD, SECR and SASB disclosures
Task Force on Climate-related
Financial Disclosures (TCFD)
Due to the nature of our business, Trainline has inherently
lower direct carbon emissions compared to other business
sectors. A significant proportion of our greenhouse gas
(GHG) emissions arises from the use of purchased good and
services. We have limited ability to influence the emissions
created by these third parties but we engage with our
suppliers to encourage transparent emissions reporting and
the transition to renewable energy sources. We welcome
the progress being made by our suppliers in achieving their
carbon emission reduction targets. Whilst the GHG emissions
we have direct control over from our office spaces are not
substantial, we have continued to take steps during the year
to reduce them with the new London office premises set to
accelerate this reduction significantly.
TCFD Compliance Statement
We have set out our climate-related financial disclosures in
the pages that follow, and confirm that they are consistent
with all four themes and 11 recommended disclosures from
the TCFD Final Report and Annex published in October 2021.
We are in the process of independently assuring our FY2025
Scope 1, 2 and 3 greenhouse gas inventory and therefore are
not able to disclose this at this time but we intend to publish
the independently assured data on our investor relations site
during FY2026.
We have structured this section in line with the four core themes and the 11
recommended TCFD disclosures. In implementing the TCFD framework we
have provided a summary of the actions that we have taken to review the
key risks and opportunities arising from climate change and the transition
to a lower-carbon economy and their potential impacts on Trainline.
Reducing our carbon footprint
Office
We have continued to take steps to reduce the
environmental impact of our workplaces including:
•
continuing to use 100% renewable electricity tariffs
for our Edinburgh office; and
•
leasing a new London office location which has
committed to greener energy credentials.
Infrastructure
Our extensive use of cloud computing services is
more environmentally sustainable, being just over
four times more energy efficient, according to Amazon
Web Services, than utilising equivalent on-premises
data centres. We intend to continue migrating to cloud
computing services when opportunities arise to do so.
People
We have educated our People in how to reduce their
environmental impact by providing guidance and
knowledge via our learning and development platform
and giving them opportunities for direct action to benefit
the environment in our local communities.
Trainline plc
Annual Report & Accounts 2025
44
TCFD, SECR and SASB disclosures
continued
Governance
Our governance for climate-related risks and opportunities:
TCFD recommendation
How we apply the recommendation
Describe the Board’s oversight
of climate-related risks and
opportunities
The Board is ultimately responsible for Trainline’s strategy and approach to climate-related
risks and opportunities and is particularly focused on the steps we can take to promote the
sustainability of rail and the implementation of the sustainability strategy.
During the year the Board received updates on the execution of our sustainability strategy,
the implementation of sustainability elements into our products, and the progress made to
leverage the opportunities arising from the transition to a lower-carbon economy.
The Board also monitored Trainline’s climate-related risks, and the
continued importance of sustainability to our stakeholders and their
particular focuses.
Updates on these matters will continue to form part of the Board’s
annual agenda to enable it to monitor and oversee progress.
Describe management’s role in
assessing and managing climate-
related risks and opportunities
The CEO is ultimately responsible for delivering Trainline’s sustainability strategy and
reports to the Board on sustainability matters.
The CEO is supported by the Sustainability Committee (the ‘Committee’) which is
responsible for developing and managing delivery of the sustainability strategy and
identifying climate-related risks and opportunities.
The Committee includes members of teams that are crucial to the
success of the sustainability strategy. The Committee provides
updates to the Management Team via regular team meetings.
Strategy
Our governance for climate-related risks and opportunities:
TCFD recommendation
How we apply the recommendation
Describe the climate-related
risks and opportunities the
organisation has identified over
the short, medium and long term
Transport is the largest emitting sector of GHG emissions in the UK and the second largest
in the EU. The transition to a lower-carbon economy will require increasing use of rail and
coach, which in turn provides opportunities for Trainline over the short, medium and long
term. Further information on these opportunities is available on pages 18 and 19.
The Committee has identified and considered a number of climate-related risks that are
relevant to Trainline, in particular:
Short-term (0-5 years)
•
Policy and Legal: policies and legal requirements in relation to climate-related matters
continue to develop as the significance and need for action grows. We operate in a lower-
carbon-intense industry so we do not currently expect related policy and legal changes
to have a negative material financial impact on Trainline (<1% of annual revenue),
however, we recognise the need to continually monitor developments in this area to
ensure we remain compliant.
•
Technology: no fundamental technology issues arising from
climate-related risks have been identified but we have noted the
current market difficulties in hiring people with relevant skills and
experience and the potential need to invest further in developing
our technology platform and data to enhance Trainline’s
sustainability offering to our customers.
•
Reputational: as sustainability is a key part of our purpose there
is reputational risk to Trainline that could arise as a result of us
failing to live up to our purpose and through poor execution of our
sustainability strategy.
Trainline plc
Annual Report & Accounts 2025
45
TCFD, SECR and SASB disclosures
continued
Strategy
continued
TCFD recommendation
How we apply the recommendation
Describe the climate-related
risks and opportunities the
organisation has identified over
the short, medium and long term
continued
Medium-term (5-10 years)
•
Market: the transition to a lower-carbon economy and the resulting requirement for
increased use of rail and coach is fundamentally an opportunity for Trainline, however,
there is the risk of increased competition as the size of the market opportunity increases,
in particular if we fail to execute our strategy.
•
Industry policies: particularly relating to the handling of physical tickets for processing
refunds, could also be disrupted should an extreme weather event impact postal
services or our Edinburgh office. However, we are well placed to mitigate these risks due
to the declining use of paper tickets and our investment in simple automated processes
that are available to our customers in our App and website.
Long-term (10+ years)
•
Acute and chronic physical risks: risks to Trainline’s day-to-day operations are minimal as
we operate via a relatively small office footprint and have a proven ability to transition to
remote working rapidly when required. Expected increases in extreme weather events
arising from climate change would result in increased disruption or cancellation of rail
services which could cause short-term pressure on customer service capacity.
The above risks were included in the FY2025 risk management process.
All were assessed to have no material potential financial impact
(<1% of annual revenue) or require additional responses or mitigations
at this time. The process to assess climate-related risks will develop
as our ability to analyse them matures in the coming years.
Describe the impact of climate-
related risks and opportunities
on the organisation’s business,
strategy and financial planning
Climate-related opportunities are a key element of Trainline’s purpose and strategy, in
particular the opportunity to encourage rail travel and grow brand awareness. In FY2025
the impact of climate-related opportunities on our business and strategy included:
•
continued support of the ‘I Came By Train’ campaign, which aims to grow the public’s
awareness of the relative benefits of train travel and inspire pride in those that take
positive action;
•
web and App modal shift product features, such as ‘Your Sustainability Story’, which
educates customers on their emission savings versus other forms of transport;
•
consumer campaigns, such as Climate Hero, championing those who travel by train and
partnering with the Glastonbury Festival, to encourage modal shift travel to the site;
•
collaborating with groups such as the Green Alliance and Cardiff
University through the Reasonable by Rail database, on various
policy initiatives. With the resulting made data available for
government and industry stakeholders to use;
•
launched fan-travel specific discounts and offers to encourage fans
to travel to events by train; and
•
engaged our supply chain on our SBTi net zero targets and
our expectations.
As climated-related risks are assessed to have no material potential
financial impact, they had no noteworthy impact on Trainline in FY2025.
Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower scenario
When considering the following scenarios, the Network Rail Third Adaptation Report and
the Climate Change Committee Independent Assessment of UK Climate Risk were used to
help qualitatively determine the impact of each scenario on Trainline.
The increased use of rail and coach required for the transition to a lower-carbon economy
consistent with a 2°C or lower scenario would create a larger and expanded market which
is a strategic opportunity for Trainline. We closely monitor policy and legal developments
related to rail and frequently engage with regulators and policymakers on rail industry
policy so are well placed to understand the impact of developments and identify
opportunities. Whilst there would be risks that arise from this scenario they would be
predominantly mitigated through the successful execution of our strategic goals.
A climate-related scenario resulting in a 4°C or more scenario in which
the modal shift from cars and planes to rail and coach does not occur
would not materially impact Trainline’s strategy as the long-term
structural tailwinds for the business would endure, in particular the
transition to online and digital ticketing. The extreme weather events
arising from this scenario and the resulting increase in disruption
and cancellation of rail services would increase the risk of short-term
and unpredictable pressures on Trainline’s customer service capacity
as customers seek information and refunds. However, Trainline is
well placed to mitigate this risk via investment in our personalised
AI Travel Assistant.
Trainline plc
Annual Report & Accounts 2025
46
TCFD, SECR and SASB disclosures
continued
Risk management
Our risk management process for climate-related risks:
TCFD recommendation
How we apply the recommendation
Describe the organisation’s
process for identifying and
assessing climate-related risks
The Committee meets to discuss our sustainability strategy and climate-related matters.
These meetings help to identify relevant climate-related risks that are
then assessed by the Committee.
Describe the organisation’s
process for managing climate-
related risks
As part of its assessment of climate-related risks the Committee considers: the probability
and significance of each climate-related risk identified; and the mitigants in place, their
suitability and appropriate actions where required. The Committee utilises the expertise
of its members and external service providers to determine the materiality of identified
climate-related risks.
If an identified climate-related risk is deemed to have a high
probability and/or significance, the Committee will consider
appropriate actions that can be taken to introduce optimal controls
and/or mitigants. The Committee will then report to the Management
Team in line with the wider risk management framework.
Describe how processes for
identifying, assessing and
managing climate-related risks are
integrated into the organisation’s
overall risk management
A member of the Committee is also a member of the Internal Risk Committee to ensure
the Internal Risk Committee has relevant expertise on climate-related matters.
More detail on our risk management framework is available on pages
31 and 32.
Metrics and targets
Our climate-related metrics and targets:
TCFD recommendation
How we apply the recommendation
Disclose the metrics used by the
organisation to assess climate-
related risks and opportunities
in line with its strategy and risk
management process
Our ability to meet our net zero commitment is partly dependent on European governments
and our suppliers meeting their own net zero commitments, in particular Amazon Web
Services’ (AWS) commitment to power their operations with 100% renewable energy, which
it achieved in 2023, and Google’s commitment to operate on carbon-free energy by 2030.
Disclose Scope 1, Scope 2 and, if
appropriate, Scope 3 greenhouse
gas (GHG) emissions and the
related risks
In alignment with the Streamlined Energy and Carbon Reporting (SECR) reporting
requirements, emissions have been reported on a ‘like-for-like’ basis with the previous
year’s data for comparative purposes.
We are in the process of independently assuring our FY2025 Scope
3 greenhouse gas inventory and we intend to publish this on our
investor relations site during FY2026.
Description of the targets used
by the organisation to manage
climate-related risks and
opportunities and performance
against targets
Trainline continues to monitor and implement relevant initiatives to ensure our net zero
commitments, officially verified by the SBTi, are met within the relevant timeframe.
In Q4 FY2024 the landlord of our London office transitioned away from renewable energy
supply which increased our Scope 2 emissions and had a negative impact on performance
against our SBTi net zero targets.
You can read more on page 19.
Trainline plc
Annual Report & Accounts 2025
47
TCFD, SECR and SASB disclosures
continued
SECR global GHG emissions and energy use data
Current reporting year FY2025
Previous reporting year FY2024
UK
Global
UK
Global
Emissions from activities which the Company owns or controls including combustion of fuel & operation of facilities (Scope 1)/tCO
2
e
89.43
–
98.26
–
Emissions from the purchase of electricity, heat, steam and cooling purchased for own use (Scope 2, location-based)/tCO
2
e
248.39
1.76
212.63
1.88
Emissions from the purchase of electricity, heat, steam and cooling purchased for own use (Scope 2, market-based)/tCO
2
e
409.27
1.82
109.85
1.11
Total gross Scope 1 & Scope 2 emissions/tCO
2
e
337.82
1.76
310.90
1.88
Total energy consumption used to calculate emissions in kWh
1,643,428
44,658
1,564,010
55,696
Intensity ratio: tCO
2
e gross figure based from mandatory fields above/m
2
of office space
0.05
0.001
0.05
0.001
Intensity ratio: tCO
2
e gross figure based from mandatory fields above/FTE
0.39
0.01
0.35
0.01
Scope
The data detailed in the table represents emissions and
energy use for which Trainline is responsible, including
energy use in offices: gas (Scope 1); and electricity (Scope 2).
We are in the process of independently assuring our FY2025
Scope 3 greenhouse gas inventory and we intend to publish
this on our investor relations site during FY2026.
Calculation
Emission calculations for energy use in offices (Scope 1
and 2) are based on conversion of energy used (kWh) to
emissions (tCO
2
e).
Methodology
As a large, quoted company, Trainline is required to report
its energy use and carbon emissions in accordance with
the Companies (Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report) Regulations 2018.
Trainline has used the main requirements of the Greenhouse
Gas Protocol Corporate Standard to calculate our emissions,
along with the UK Government GHG Conversion Factors
for Company Reporting 2024 and the IEA Emissions
Factors 2024.
FY2024 Scope 2 UK emissions have been restated to include
the removal of the renewable energy supply by the landlord
of our London office in Q4 FY2024.
The sum of all emissions included within this report are for
the reporting period 1 March 2024 to 28 February 2025.
Omissions and estimates
Estimations were made where no data was provided. Where
gaps were observed in annual single data sets, estimates
were based upon actual data and extrapolations made.
Where no annual data was provided, estimations were
used either based upon previous years’ reported data,
or calculated using best available benchmarks for office
environmental benchmarks.
Energy efficiency actions
For the reporting period 1 March 2024 to 28 February 2025,
we have not employed any additional energy efficiency
actions from the previous reporting year.
Future energy efficiency opportunities will be noted through
Trainline’s reporting against the recently implemented
mandatory energy assessment scheme in the UK, the
Energy Savings Opportunity Scheme (ESOS). Trainline’s ESOS
Action Plan will be made available for public view by the
Government, the date from which is yet to be confirmed.
Trainline plc
Annual Report & Accounts 2025
48
TCFD, SECR and SASB disclosures
continued
SASB Standards for Internet and Media Services
Trainline is committed to transparent reporting to provide our stakeholders with a comprehensive overview of the Environmental, Social and Governance (ESG) metrics that are material to
our business. As such we have aligned the below disclosures to the SASB Internet and Media Services Standards for the Group, covering our activities during FY2025.
SASB accounting metric
SASB code
Trainline disclosure
(1) Total energy consumed, (2) percentage
grid electricity, (3) percentage renewable
TC-IM-130a.1
1) Electricity: 1,244,633 kWh (1,082,538 kWh in FY2024), Gas: 443,453 kWh (537,168 kWh in FY2024; 2) 88.25% (30.63%
in FY2024); and 3) 11.75% (69.37% in FY2024). FY2024 percentages for grid electricity and renewable electricity have
been restated to reflect the removal of the renewable energy supply by the landlord of our London office in Q4 FY2024.
(1) Total water withdrawn, (2) total water
consumed, percentage of each in regions with
High or Extremely High Baseline Water Stress
TC-IM-130a.2
1) 30,184m
3
(12,793m
3
in FY2024); 2) Trainline does not track where water is withdrawn.
Discussion of the integration of environmental
considerations into strategic planning for data
centre needs
TC-IM-130a.3
Environmental considerations are incorporated into our procurement process. As part of any procurement event,
Trainline continues to positively score providers that have published targets with the SBTi and have long-term
commitments to use 100% renewable energy. We mandate suppliers involved in medium and high value transactions
to supply details of their net zero targets and strategies.
Description of policies and practices relating to
targeted advertising and user privacy
TC-IM-220a.1
Trainline’s policy is to rely on the consent given by customers for targeted advertising collected on visiting our website
and App in compliance with privacy laws including GDPR, and other legislation.
Number of users whose information is used for
secondary purposes
TC-IM-220a.2
Where personal data is processed, Trainline protects it along its life cycle by ensuring appropriate policies and
processes are in place. We provide transparency to customers and staff via published privacy and cookies notices.
We use privacy impact assessments in order to assess any level of risk involved in new or novel processing activities.
As soon as personal data is no longer required for provision of services offered or for legal or regulatory requirements
that we are subject to, we make sure it’s either deleted or anonymised.
Total amount of monetary losses as a result of
legal proceedings associated with user privacy
TC-IM-220a.3
Omitted as privileged and confidential.
Entity-defined measure of user activity
TC-IM-000.A
We disclose our net ticket sales on page 1.
(1) Number of law enforcement requests for
user information, (2) number of users whose
information was requested, (3) percentage
resulting in disclosure
TC-IM-220a.4
1) 567 (341 in FY2024). 2) Trainline does not track this metric. 3) Trainline complies with 100% of requests. Trainline fully
complies with all law enforcement requests, disclosing the requested information as required. Each request is carefully
reviewed in accordance with internal procedures, ensuring that disclosures are made only when there is a lawful basis
and when deemed proportionate to the rights and freedoms of the affected user, for example, in cases involving
suspected fraud prevention.
Sustainability Accounting Standards Board (SASB) Disclosures
Trainline plc
Annual Report & Accounts 2025
49
TCFD, SECR and SASB disclosures
continued
SASB accounting metric
SASB code
Trainline disclosure
List of countries where core products or services
are subject to government-required monitoring,
blocking, content filtering, or censoring
TC-IM-220a.5
Trainline does not operate in countries where core products or services are subject to government-required
monitoring, blocking, content filtering or censoring.
Number of government requests to remove
content, percentage compliance with requests
TC-IM-220a.6
There have been no government requests for Trainline to remove content.
(1) Number of data breaches, (2) that are personal
data breaches, (3) number of percentage users
affected
TC-IM-230a.1
Trainline had no customer-related personal data breaches that have met the formal threshold for notification to
regulatory bodies in this last year.
Description of approach to identifying and
addressing data security risks, including
use of third-party cybersecurity standards
TC-IM-230a.2
Trainline maintains a suite of information security and privacy-related policies, standards, procedures and controls in
compliance with industry standards such as PCI DSS and has ISO 27001 and ISO22301 Certification. Trainline’s Chief
Information Security Officer oversees dedicated teams responsible for information security and privacy, including the
Data Protection Officer.
Percentage of employees that require a work visa
TC-IM-330a.1
15% of all employees (4% in FY2024). Trainline works closely with external legal counsel to ensure sponsorship
requirements are met for all visa-holding employees working within the jurisdictions where Trainline operates.
Employee engagement as a percentage
TC-IM-330a.2
Omitted as privileged and confidential.
Percentage of (1) gender and (2) diversity
representation for (a) executive management,
(b) non-executive management, (c) technical roles
and (d) all other employees
TC-IM-330a.3
We disclose this within the Our People and Culture section on page 38, and Governance section on page 56.
Total amount of monetary losses as a
result of legal proceedings associated
with anti-competitive behaviour regulations
TC-IM-520a.1
Trainline has not been subject to legal proceedings associated with anti-competitive behaviours and as a result has not
suffered any losses nor has it had to take any actions (such as changes in operations, management etc).
(1) Data processing capacity, (2) percentage
outsourced
TC-IM-000.B
Omitted as privileged and confidential.
(1) Amount of data storage, (2) percentage
outsourced
TC-IM-000.C
Omitted as privileged and confidential.
Trainline plc
Annual Report & Accounts 2025
50
Stakeholder engagement and Section 172 statement
Stakeholder engagement
Considering their diverse perspectives is integral to how we create value for them, and achieve our overall purpose and strategy.
The following pages summarise our key stakeholders; what’s important to them; how we have engaged with them directly and
through relevant organisations; and highlights of the results of that engagement during the financial year.
Our key stakeholders and their significance
What is important to them
Engagement
Board engagement
1. Our customers
Customer experience is at the heart of
Trainline’s business. With the ever-changing
customer landscape, understanding our
customers’ travel needs is key to us delivering
and continually improving our best-in-class
product experience.
Link to strategic growth priorities:
Accessing the latest information on their planned
journey and understanding its environmental
impact.
Finding the cheapest, fastest and most convenient
tickets for their journeys, saving them money,
time and hassle.
A secure, reliable and robust product experience
that is consistent, responsive and delivered with
simplicity, clarity and ease.
Greater accessibility to more sustainable modes
of transport.
We spend as much time as possible engaging with,
and learning from, our customers. We utilise a
number of internal and external tools and systems
to help us understand how well we’re serving
our customers across their purchase and travel
experience, and where they want us to improve.
We also undertake targeted research to better
understand specific issues and markets.
The Board Directors are active users of
Trainline and also receive regular updates
on our customers, in particular:
•
their needs and key trends; and
•
the successes and learnings from new
products and features that we launch.
2. Our carrier partners
In order to provide our customers with the best
possible rail and coach journey experience, it’s
paramount we establish and maintain strong
relationships with our carrier partners. Trainline
also provides white label services to a number
of carriers.
Link to strategic growth priorities:
The opportunity to increase their reach, ticket
sales and the number of customers and corporate
travellers using their services in their home
market or when expanding into new liberalised
foreign markets.
Lower cost to serve customers by transitioning
to digital.
Support by helping customers find the right
information for their planned journeys and
travel safely.
Access to Trainline’s operational excellence and
innovation, through our white label service.
We have a dedicated, multi-national team of rail and
coach travel specialists responsible for establishing
and growing relationships with our carrier partners.
Trainline works with carrier partners at every level
of the organisation to drive collaboration, deliver
marketing campaigns and improve processes to
enhance customer experience.
During FY2025, we have been especially focused on:
•
supporting carriers as they launch new routes
and services; and
•
driving incremental revenue, data insights and
operational efficiencies for our carrier partners.
The Board receives regular updates on our
carrier partners. During the year these
updates included:
•
the strategies of each carrier and
potential new entrants; and
•
how Trainline has supported carriers
in FY2025.
Key
Enhancing the
customer experience
Increase customer
lifetime value
Growing Trainline
Partner Solutions
Build demand
Grow supply
Through timely and proactive engagement with our stakeholders, we aim to provide the
best possible experience for our customers, to support and promote the rail industry, and
generate sustainable value and growth in our business for our People and shareholders.
Trainline plc
Annual Report & Accounts 2025
51
Stakeholder engagement and Section 172 statement
continued
Our key stakeholders and their significance
What is important to them
Engagement
Board engagement
3. Government and regulators
Government and regulatory policy determine
much of the business environment in which
Trainline operates.
Link to strategic growth priorities:
Increasing rail usage and the implementation of
their respective priorities.
The reduction in carbon emissions, by increasing
modal shift to rail from other less environmentally
friendly travel modes.
Trainline regularly engages in consultations
and meets with key policymakers, government
representatives and industry bodies across the UK
and wider Europe.
During the year, our focus has been on:
•
engaging with UK and European governments on
industry reform;
•
increasing rail use and encouraging modal shift
from cars and planes to trains; and
•
engaging with EU competition authorities
and regulators on the opening up of rail retail
markets.
The Board receives updates on engagement
with governments and regulators, in
particular:
•
engagement with UK and European
government, regulators and political
parties; and
•
the progress made on providing insights
to help solve industry problems.
4. Our People
Ensuring that we attract, nurture and retain
our People and focus them on achieving our
strategy is key to Trainline’s success.
Trainline’s Board is keenly aware that the
interests of our People should be considered
when making decisions that may impact them
and the wider business.
Link to strategic growth priorities:
The ability to develop and progress at a business
that has an environmentally sustainable purpose.
An opportunity to contribute, take ownership and
deliver to a clear and shared strategy.
Working with a diverse and gender-balanced team.
Work/life balance.
The opportunity to share in the success of
the business.
We regularly bring together all our People across
all our offices at our All-Hands sessions so our
Management Team can bring everyone up to speed
on our latest projects, the progress towards our
strategy and our recent business performance.
We undertake periodic Group-wide engagement
surveys so we can evaluate how our whole team are
doing and measure our progress against our key
engagement indicators.
The Board receives regular updates on our
People and culture, in particular the results
of our Group-wide engagement surveys and
progress made against our People strategy.
Board members are also invited to attend
All-Hands and other engagement sessions.
During FY2025, the Board also visited our
France office and met with the local team to
help further develop its understanding of
our business.
5. Our shareholders
The Board is accountable to shareholders.
Trainline aims to ensure that a good dialogue
with shareholders, prospective investors and
analysts is maintained, and that their issues and
concerns are understood and considered by the
Board, the Management Team and our People.
Link to strategic growth priorities:
Understanding the strategy, operations, financial
and commercial performance of the Group.
Understanding the exposure to macroeconomic,
competitive and political risk.
Opportunity for dialogue with Management on
key matters.
Sustainability and the environmental and ethical
impact of the Group.
The governance structures that are in place and
changes to them.
The Investor Relations Team, Executives and Board
members have continued to meet and engage
regularly with investors via calls, conferences
and roadshows.
To help investors better understand Trainline’s
business, the Investor Relations Team maintains an
investor site housing key information for investors
to better understand the business.
The Board receives regular updates on our
shareholders, which typically focus on:
•
investor sentiment on Trainline and the
industry; and
•
the key areas of focus arising in the
Company’s engagement with investors.
Members of the Board have also engaged
directly with investors during the year to
discuss matters relevant to their role.
Trainline plc
Annual Report & Accounts 2025
52
Stakeholder engagement and Section 172 statement
continued
Section 172 of the Companies Act 2006 requires a director of a company to act in the way he
or she considers, in good faith, would most likely promote the success of the company for the
benefit of its members as a whole.
In doing this s.172 requires a director to have regard, amongst other matters, to the:
•
likely consequences of any decision in the long term;
• interests of the company’s employees;
•
need to foster the company’s business relationships with suppliers, customers and others;
•
impact of the company’s operations on the community and environment;
•
desirability of the company maintaining a reputation for high standards of business
conduct; and
•
need to act fairly as between members of the company.
The Board understands that how we behave matters not only to our People but also to the
many stakeholders who have an interest in our business. We believe that productive business
relationships with our suppliers, customers and other key stakeholders are key to the success
of the Group and that the interests of relevant parties should be considered when making
decisions that may impact them. Though engagement is carried out by those most relevant
to the stakeholder or issue in question, the Board receives updates on the engagement that
has been undertaken, the reoccurring questions and concerns raised, and the feedback
provided by the Group’s key stakeholders.
When making decisions the Board takes the course of action that it considers best leads
to the success of the Company over the long term, and when doing so also considers the
interests of the stakeholders that we interact with. The Board acknowledges that not every
decision made will necessarily result in a positive outcome for all of our stakeholders.
However, by considering the Group’s purpose and values together with its strategic priorities
the Board aims to make sure its decisions are consistent and predictable.
We set out on page 59 some examples of how the Directors have had regard to the matters
set out in section 172(1) (a) to (f) when discharging their section 172 duty and the effect of
that on certain decisions taken by them. By considering these matters the Directors have
had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 when
performing their duty under section 172.
The following table sets out where non-financial and sustainability information can be
found within this Annual Report, further to the Financial Reporting Directive requirements
contained in sections 414CA and 414CB of the Companies Act 2006. Where possible, it also
states where additional information can be found that supports these requirements.
Reporting
requirement
Relevant Trainline policies
and due diligence processes
Related
principal risks
Where to read
more in this report
Page
Environmental
matters
Supplier code of conduct
Sustainability policy
Energy and carbon policy
None
Our purpose driven
sustainability
Global GHG emissions and data
18 to 19
47
Climate-related
financial
disclosures
Energy and carbon policy
None
Climate-related risks and
opportunities
43 to 46
Our People
Trainline staff handbook
People policies and
procedures
People
Our People and culture
Stakeholder engagement
37 to 42
50 to 51
Social matters
n/a
None
Our purpose driven
sustainability
Our People and culture
18 to 19
37 to 42
Human rights
Human rights, anti-slavery
and human tracking policy
Supplier code of conduct
Compliance
Principal risks and
uncertainties
Stakeholder engagement
35
50 to 51
Business model
n/a
All
None
13 to 14
Anti-corruption
and anti-bribery
Anti-fraud, corruption and
bribery policy
Conflicts of interest policy
Compliance
Supply and
Partnerships
Principal risks and
uncertainties
Our People and culture
Report of the Audit and
Risk Committee
35
42
67
The Strategic Report, which has been prepared in accordance with the requirements of the
Companies Act 2006, has been approved by the Board and signed on its behalf.
On behalf of the Board
Martin McIntyre
Company Secretary
7 May 2025
Section 172(1)
statement
Non-financial and sustainability
information statement
Trainline plc
Annual Report & Accounts 2025
53
Governance
Governance
54
Chair’s governance statement
55
Governance structure
57
Our Board of Directors
61
Report of the Nomination
Committee
63
Report of the Audit and Risk
Committee
68
Directors’ Remuneration Report
81
Directors’ report
84
Statement of Directors’
responsibilities
61
Report of the
Nomination
Committee
Update from the Nomination
Committee on its activities.
63
Report of the Audit
and Risk Committee
The work of the Audit and Risk
Committee in monitoring the
Group’s Financial Statements,
its internal controls and risk
management framework.
68
Directors’
Remuneration Report
Remuneration outcomes for the
Board and the structure for the
next financial year.
54
Chair’s governance
statement
An introduction from our Chair,
Brian McBride, on our Board and
Trainline’s governance.
Trainline plc
Annual Report & Accounts 2025
54
Chair’s governance statement
Board leadership and effectiveness
The Board is comprised of a strong combination of skills,
knowledge and experience and is well placed to be
effective, entrepreneurial and focused on the long-term
sustainable success of Trainline as we continue to deliver
against our strategy.
The Board has continued to perform effectively in
FY2025, addressing the small number of actions
identified in last year’s board performance review,
which have had a positive impact.
Culture
Culture is fundamental to the delivery of Trainline’s
purpose, and the successful execution of its strategy.
The Board is ultimately responsible for promoting the
alignment of Trainline’s culture with its purpose, values
and strategy, and sets a clear tone from the top when
engaging with our people.
The Board continues to engage closely with our
executive leadership to monitor Trainline’s culture
and also engages directly with our people, including
visiting our Paris team during the year to hear first-hand
insights into Trainline’s culture outside of the UK.
More information on our people and culture is available
on pages 37 to 42.
Diversity and inclusion
The Board and the Nomination Committee recognise
the importance of diversity and inclusion and the
positive impact that a diverse workforce has on
Trainline. The Board are pleased to see the growth in
female representation in Junior and Senior Leadership
positions during FY2025 which is a testament to the
Group’s initiatives to encourage and promote diversity
throughout the business.
We strive to be transparent with our diversity and
inclusion data, which you can find on page 38.
Sustainability
Championing rail as a greener way to travel is key
to our purpose and we recognise we need to take
action to reduce the impact of our own operations on
the environment. Trainline was among the first 100
companies in the UK and one of just 550 worldwide at
the time to have our net zero commitments officially
verified by the Science Based Targets Initiative (SBTI)
and we remain dedicated to achieving our targets.
We expect our upcoming London office move to have a
significant impact on our Scope 1 and Scope 2 emissions
and we continue to engage with our suppliers and
develop our processes to meet our Scope 3 targets.
Additional information on our sustainability initiatives
is available on pages 18 and 19.
Annual General Meeting
We will be holding our AGM on 26 June at 120
Holborn, London. I encourage our shareholders to
attend and take advantage of this opportunity to ask
questions of the Board. Alternatively, shareholders
may submit their questions to the Board via email to
investor@trainline.com.
Brian McBride
Chair
7 May 2025
On behalf of the Board,
I am pleased to provide
an overview of our
activities during the year.”
Brian McBride
Chair
Trainline plc
Annual Report & Accounts 2025
55
Governance structure
Board of Directors
The Board works to ensure that the Company generates and maintains value over the long term. It is
collectively responsible for establishing Trainline’s purpose, values, culture and strategy to enable the
long-term success of the Group. It is accountable to Trainline’s shareholders and seeks to represent
the interests of other stakeholders when: setting our long-term focus, strategy, culture and policies;
ensuring that the Group has the right resources; overseeing risk and corporate governance; and
monitoring progress towards meeting our strategic objectives, sustainability goals and annual plans.
The Board is responsible for ensuring that Trainline achieves its purpose and that the purpose
is embedded at all levels of the business. The Board assesses and monitors the Group’s culture,
promoting its alignment with its purpose, values and strategy. It ensures that the Group operates
within a prudent framework of effective controls and risk management, including cyber and
information security risks.
Additionally, the Board oversees the implementation of Trainline’s sustainability strategy and its
approach to climate-related risks and opportunities.
The Directors are collectively responsible for the success of Trainline. The Non-executive Directors
exercise independent, objective judgement in respect of Board decisions, and scrutinise and challenge
the Management Team. They also have various responsibilities concerning the integrity of financial
information, internal controls and risk management.
By embodying and promoting Trainline’s culture, the Board works to monitor and assess Trainline’s
objectives in developing world-class technology and maintaining Trainline’s robust and scalable
business model with due regard to Trainline’s customers, people, carrier partners and other
key stakeholders.
Remuneration Committee
The Remuneration Committee develops the Group’s
policy on Board remuneration, monitors its ongoing
appropriateness and determines the levels of
remuneration for the Executive Directors, the Chair and
the Non-executive Directors. In doing so, the Committee
considers and oversees workforce remuneration and
related policies and takes these into account when
setting the policy for Board remuneration.
Audit and Risk Committee
The Audit and Risk Committee provides oversight of the integrity of the Group’s
Financial Statements and reports back to the Board on the Annual Report and Financial
Statements, compliance with regulatory and legal requirements and other disclosures.
The Audit and Risk Committee reviews the independence and objectiveness of the
External Auditor and monitors the effectiveness of the External Auditor, the external
audit process and the Internal Audit function.
The Audit and Risk Committee monitors and reviews Trainline’s internal control and
enterprise risk management framework and systems. It also reviews whistleblowing,
fraud, bribery and other compliance policies and procedures.
Nomination Committee
The Nomination Committee reviews the
composition of the Board and its Committees,
including the effectiveness of its members, to
ensure the Board has the skills and experience to
support the achievement of Trainline’s strategy.
It leads the process for Board appointments, is
responsible for succession planning at the Board
and Senior Management level and oversees the
development of a diverse pipeline.
To see more information about Trainline’s Management Team, visit: https://www.trainlinegroup.com/who-we-are
The Board operates with the assistance of three permanent Board Committees and delegates
authority on specific matters to other committees, where it considers it appropriate to do so.
Trainline’s Management Team
Led by the CEO, Trainline’s Management Team is composed of the Group’s senior executives who are responsible for implementing, informing and
monitoring the strategy as set by the Board. The executives oversee the day-to-day operations of Trainline and come together to review, assess
and agree on actions to be taken to achieve the objectives of the Group. The Management Team meets regularly to discuss the operational and
financial performance of the Group.
A number of sub-committees, chaired by members of the Management Team, provide expertise and oversight on significant matters for the Group.
These sub-committees include the Sustainability Committee, Internal Risk Committee, Security and Privacy Committee, and Disclosure Committee.
5
2
1
5
Board balance
Executive Directors
Chair of the Board
Independent
Non-executive Director
0-3 years
3-6 years
Non-executive
Director tenure
2
4
Trainline plc
Annual Report & Accounts 2025
56
Governance structure
continued
Board at a glance
High-growth business
•
•
•
•
•
•
•
•
People
•
•
•
•
Finance
•
•
•
•
Digital & Commerce
•
•
•
•
•
•
•
•
Operations
•
•
•
•
•
•
•
•
Risk Management
•
•
•
•
•
•
•
•
Government & Regulatory
•
•
•
Technology
•
•
•
•
•
•
•
•
Duncan Tatton-Brown
Rakhi Goss-Custard
Jennifer Duvalier
Pete Wood
Jody Ford
Brian McBride
Marie Lalleman
Andy Phillipps
Board skills, knowledge and experience
Board and Senior Management diversity
No. of Board
members
% of the
Board
No. of senior positions
on the Board
3
No. of Executive
Management
1
% Executive
Management
1
Gender
Men
5
62.5%
3
8
80%
Women
3
37.5%
1
2
20%
Ethnicity
White British or other White
(including minority-White groups)
6
75%
4
10
100%
Asian/Asian British
1
12.5%
–
–
–
Not specified/prefer not to say
2
1
12.5%
–
–
–
1. Includes the Company Secretary.
2.
Under EU law we cannot disclose Marie Lalleman’s ethnicity.
3. Includes the Chair, CEO, CFO and SID.
Board meeting attendance
during the financial year
Board member
Meetings
Brian McBride
7/7
Andy Phillipps
7/7
Duncan Tatton-Brown
7/7
Jennifer Duvalier
7/7
Jody Ford
7/7
Marie Lalleman
7/7
Pete Wood
7/7
Rakhi Goss-Custard
7/7
Additional ad hoc meetings were held during the year.
Division of responsibilities
There is a clear division between executive and non-executive
responsibilities to ensure accountability and appropriate
oversight. The roles of Chair and CEO are separately held and
their responsibilities are well defined in writing and in practice.
Chair of the Board
•
Leads the Board and is responsible for its overall
effectiveness in directing the Group
•
Shapes the culture in the boardroom, in particular by
promoting openness and debate
•
Sets a Board agenda primarily focused on strategy,
performance, value creation, culture, stakeholders and
accountability, ensuring that issues relevant to these
areas are reserved for Board decision
•
Demonstrates objective judgement
CEO
•
Develops the Group’s proposed strategy, plans, commercial
and other objectives for the Board to consider and then
delivers the Board’s decisions
•
Manages the Group on a day-to-day basis within the
authority delegated by the Board
•
Keeps the Chair and the Board informed of potentially
complex, contentious or sensitive issues affecting the Group
•
Manages the Group’s risk profile in line with the assessment
made by the Board
Senior Independent Non-executive Director
•
Acts as a sounding board for the Chair
•
Understands the views of the workforce and communicates
them to the Board
•
Is available to shareholders if they have concerns which
have not been resolved through the normal channels of
communication with the Company or for which such contact
is inappropriate
•
At least annually, leads a meeting of the Non-executive
Directors, without the Chair present, to appraise the
performance of the Chair, taking into account the views
of the Executive Directors
Trainline plc
Annual Report & Accounts 2025
57
Our Board of Directors
Jody Ford
Executive Director and CEO
Skills and experience
Prior to Trainline, Jody held the position of
CEO at Photobox Group, Europe’s leading
personalisation business, encompassing
the Moonpig and Photobox brands. Prior to
Photobox Group, he spent ten years at eBay,
latterly in California, leading the Growth
function globally. Jody holds an MBA from
INSEAD and a BA in Economics and Politics
from Exeter University.
Pete Wood
Executive Director and CFO
Skills and experience
Pete joined Trainline in February 2015,
becoming CFO in December 2022. Prior to
Trainline, he served as VP Finance leading
financial control, planning and analysis,
and had a central role in engagement
with industry and regulatory stakeholders.
Additionally he spent nine years at eBay,
both as a finance leader and in various
commercial roles. Pete holds a Master’s
degree in Engineering from the University
of Cambridge.
Jennifer Duvalier
Senior Independent
Non-executive Director
Skills and experience
Jennifer was Executive Vice President,
People, for ARM Holdings plc with
responsibility for all People and Internal
Communications globally from 2013 to
2017. Prior to ARM, Jennifer was Group
People and Culture Director at UBM plc
from 2007 to 2013 and Group HR Director
at Emap plc from 2003 to 2007. Jennifer
holds an MA (Hons) from the University of
Oxford in English and French.
Brian McBride
Chair
Skills and experience
Brian has a strong track record in leading
businesses, having held many senior positions
throughout his career including Chair of
ASOS from 2012 to 2018 and CEO of Amazon.
co.uk from 2006 to 2011. He has also held
Non-executive Director positions at Abrdn plc,
AO World plc, Computacenter PLC, SThree
PLC and Celtic FC PLC. He was previously on
the Board of the BBC, President of the CBI,
and was a member of the Advisory Board of
Huawei UK.
Other appointments
Brian is a Senior Adviser to Scottish Equity
Partners and Non-executive Director of the
Public Interest Committee at KPMG.
Other appointments
None.
Other appointments
None.
Other appointments
Jennifer is Chair of the Remuneration
Committee of Mitie plc and NCC Group plc,
and is a Non-executive Director and Chair
of the Sustainability, People and Diversity
Committee of the Cranemere Group Ltd.
C
Committee Key
Audit and Risk Committee
Nomination Committee
Remuneration Committee
C
Chair of Committee
Trainline plc
Annual Report & Accounts 2025
58
Our Board of Directors
continued
Rakhi Goss-Custard
Independent Non-executive Director
Skills and experience
Rakhi has extensive expertise in customer
experience and innovation having spent 12
years at Amazon in various senior leadership
positions. Prior to joining Amazon Rakhi
held roles at TomTom and US management
consulting firm Oliver Wyman. Rakhi holds
a BA in Marketing and Communications
from the University of Pennsylvania. Rakhi
was previously a Non-executive Director of
Rightmove plc.
Andy Phillipps
Independent Non-executive Director
Skills and experience
Andy brings a wealth of experience in
ecommerce and significant knowledge
of technology and marketplaces from his
previous role as CEO of Priceline International
and Chair of Toptable.com, both now part of
Booking.com. Andy was previously a Non-
executive Director of Albion Development VCT
PLC, an investor in high growth businesses
with a strong focus on technology companies.
Most recently Andy was a Fellow at Stanford
University’s Distinguished Career Institute.
Marie Lalleman
Independent Non-executive Director
Skills and experience
Marie has extensive experience of data-driven
strategic growth and consumer behaviours
having spent 29 years at Nielsen ultimately
as Executive Vice President. Most recently,
Marie was Chair of the Nomination and
Remuneration Committee at Patrizia SE,
which is listed on the German SDAX. Marie
holds a diploma in International Business
Management and Administration from Kedge
School of Business and is based in France.
Duncan Tatton-Brown
Independent Non-executive Director
Skills and experience
Duncan was CFO of Ocado plc from
September 2012 to November 2020. Prior
to joining Ocado, Duncan held the CFO role
at Fitness First plc and was Group Finance
Director of Kingfisher plc. Duncan was
previously a Non-executive Director of Cazoo
Group Ltd, and Non-executive Director and
Audit Committee Chair of Rentokil Initial
plc. Duncan holds a Master’s degree in
Engineering from King’s College, Cambridge.
He is also a member of the Chartered Institute
of Management Accountants.
C
C
Committee Key
Audit and Risk Committee
Nomination Committee
Remuneration Committee
C
Chair of Committee
Other appointments
Duncan is Chair of Oxford Nanopore
Technologies plc and Loveholidays.com.
Other appointments
Rakhi holds appointments as Non-executive
Director of Kingfisher plc and Schroders plc.
Other appointments
Andy is currently a member of the Investment
Advisory Committee of iQ Capital and Non-
executive Director at Cambridge Angels.
Other appointments
Marie is Chair of the Nomination and
Corporate Governance Committee at
Criteo SA, which is NASDAQ listed. Marie
is also a Global External Advisor at Bain
& Company, a member of the Advisory
Board of TechForRetail and a Non-executive
Director and Chair of the Nomination and
Remuneration Committee at Payfit.
Trainline plc
Annual Report & Accounts 2025
59
Our Board of Directors
continued
Strategy
1
2
5
The Board reviewed and approved the Company’s strategy and budget and received updates throughout the year
on execution. As part of these updates, the Board engaged with the Management Team and their reports to provide
constructive challenge and share their knowledge, skills and experience.
When deliberating, the Board considered the feedback received from engagement exercises with our stakeholders and
seeks to incorporate them where they align with the long-term success of Trainline.
Sustainability and Do Good
2
3
The Board received updates on the Group’s product, promotion and internal sustainability strategies, in particular its
initiatives and its engagement with stakeholders to empower greener travel choices, connecting people and places.
Workforce engagement and culture
4
The Board monitors workforce engagement and culture throughout the year, in particular by attending events, visiting
our Paris office and reviewing the results of Trainline’s employee engagement processes. The Board uses these and other
sources of insight to assess and monitor the culture and behaviours of the Group. Accordingly, the Board is satisfied that
the Group’s culture is a positive one.
The Board was highly cognisant of the impact the cost optimisation exercise and resulting reduction in headcount would
have on employee sentiment and believe it was in the long-term interests of the Group to undertake this exercise at this
time and to do so with care and efficiency.
As Trainline’s designated Non-executive Director for Workforce Engagement, Jennifer Duvalier continued to attend
workforce focus groups and meetings of the Company’s employee-led networks. Jennifer shared the key themes and
perspectives arising from these with the Board at various meetings in the year.
Cyber and information security
1
2
3
4
5
The Board received updates from the Chief Technology Officer and Chief Information Security Officer on the Group’s cyber
and information security risks and the general threat landscape. The Board closely monitors progress against cyber and
information security strategy as part of the Group’s risk management practices.
Principal matters considered by the Board
during the year:
Group strategy and performance
•
Detailed review of the Group’s strategy and budget, updates
on initiatives, discussions of short and long-term priorities
and setting medium-term plans
•
Performance against the Group’s strategy and budget
throughout the year
Operational
•
Product development and marketing strategy
•
Technology, data and AI strategy
• Customer service strategy
Shareholders and stakeholders
•
UK and European regulatory and political environment
•
Investor relations and key stakeholder updates
Reporting and risk management
•
Annual review of the Group’s principal and emerging risks
•
Specific risk areas that are significant to Trainline, including
information security and privacy
•
Review and approval of annual and half-yearly reporting
Leadership and people
•
Board and Management Team succession planning
•
Culture and workforce engagement
•
Annual People strategy including progress made on
diversity and inclusion initiatives
Governance, corporate responsibility and sustainability
•
Results of the annual Board effectiveness review and
agreement on the actions identified
•
2024 Annual General Meeting
•
Trainline’s sustainability strategy and net zero commitments
•
2024 UK Corporate Governance Code and Listing
Rule revisions
Board in action
Links to Key Stakeholders
1
Our Customers
2
Our Carrier Partners
3
Government and Regulators
4
Our People
5
Our Shareholders
Trainline plc
Annual Report & Accounts 2025
60
Our Board of Directors
continued
Evaluation, composition and succession
Board and Committee effectiveness
During FY2025, the Chair and Senior Independent Non-
executive Director conducted an internal review of the
Board and its Committees’ performance. The review
was undertaken to comply with the 2024 UK Corporate
Governance Code and to provide the Board, its Committees,
the Management Team and frequent presenters to the
Board with an opportunity to reflect on the operation and
effectiveness of the Board and its Committees.
The Chair and Senior Independent Non-executive Director
held in-person interviews with all Board Directors. This
was supplemented by questionnaire feedback from a
number of key Trainline employees, who interact regularly
with the Board. The external advisers to the Board’s
Remuneration Committee and Audit and Risk Committee
were also invited to provide feedback on the respective
Committee performance.
The results of the evaluation were reviewed by the
Board, as a whole. Overall, it was concluded that the
Board has continued to perform effectively over the past
year, confirming that actions captured from the FY2024
effectiveness review had a positive impact.
Actions were identified and agreed by the Board and its
Committees, in particular:
•
inviting guest speakers to provide additional stimulus for
the Board’s discussions on strategy;
•
deep dive sessions on stakeholders, including competitor
activity and dynamics;
•
prioritising recommendations and actions from Internal
Audit reviews and implementing them in a timely
fashion; and
•
continued focus on Trainline’s external environment
(macroeconomic conditions, rail reforms, investor
sentiment and demands, competitor strategies and
performance, customer requirements and feedback) as
well as on strategic enablers and risk areas, including AI,
partnerships, and data/adtech.
Skills, knowledge and experience
As set out on pages 57 to 58, each Director provides a range
of skills, knowledge and experience that is relevant to the
success of the Group and enables strong independent
judgement and constructive challenge. The Board delegates
the responsibility for consideration of the existing Board
skills matrix to the Nomination Committee. The Committee
ensures that it remains fit for purpose and adequately
anticipates the future needs of the business.
Board composition and succession
Appointments to the Board are made solely on merit
and, in conjunction with the Board skills matrix, to ensure
that the Board contains an appropriate balance of skills
and knowledge of the Group necessary to fulfil its duties.
Appointments are made by the Board, based upon the
recommendations made by the Nomination Committee, with
due consideration given to diversity. In compliance with the
Governance Code, at least half of the Board, excluding the
Chair, is composed of Independent Non-executive Directors.
The Board remains responsible for its own succession
planning and it also continued to review the Executive
Director and Management Team succession plan through
updates provided by the Management Team during FY2025.
Trainline plc
Annual Report & Accounts 2025
61
Report of the Nomination Committee
I am pleased to present Trainline’s
Report of the Nomination Committee
which provides a summary of the
Committee’s role and activities.”
Brian McBride
Chair of the Nomination Committee
The Committee comprises six Independent
Non-executive Directors: me (Brian McBride) as
its Chair, Andy Phillipps, Duncan Tatton-Brown,
Jennifer Duvalier, Marie Lalleman and Rakhi
Goss-Custard.
Role and work of the
Nomination Committee
The Committee meets twice a year to
consider the Board’s skills, time commitments
and conflicts of interest. The Chair of the
Committee reports to the Board to provide
oversight of the discharge of its responsibilities
throughout the year, and informs the Board of
any relevant recommendations.
The Committee’s key activities
during FY2025 included:
•
the skills matrix of the existing Board and
its Board Committee membership, and
the needs of the Company in relation to
execution of its overall strategy;
•
talent and succession planning;
•
Director time commitments and conflicts
of interest;
•
Trainline’s diversity and inclusion
programme; and
•
the effectiveness of the Board, its Board
Committees and individual Directors.
The Committee’s activities
planned for FY2026
In FY2026, the Committee intends to
undertake the following key activities:
•
the implementation of the
recommendations arising from the
internally facilitated Board evaluation;
•
continue to monitor succession planning
and the development of a diverse pipeline
of talent at the Board, Board Committee
and senior management level; and
•
review of progress against the Group’s
overall diversity and inclusion objectives.
Brian McBride
Chair of the Nomination Committee
7 May 2025
Membership
Committee member
Meetings
Brian McBride (Chair)
2/2
Andy Phillipps
2/2
Duncan Tatton-Brown
2/2
Jennifer Duvalier
2/2
Marie Lalleman
2/2
Rakhi Goss-Custard
2/2
Our responsibilities
•
Monitor the composition of the Board and
its Committees, including the effectiveness
of its members
•
Lead the process for Board appointments
•
Plan for the orderly succession of Board
and Management Team positions and
oversee the development of a diverse
pipeline of talent
Trainline plc
Annual Report & Accounts 2025
62
Report of the Nomination Committee
continued
Key areas of focus for the Committee
during FY2025
Composition of the Board and its Committees
The Committee is satisfied that the Directors possess the
skills, knowledge, independence and experience necessary to
effectively fulfil their roles and that the current composition
of the Board and its Committees is effective.
The Committee recognises that the Board does not currently
align with the Listing Rule target of 40% or more female
representation on the Board but is confident that its policy of
ensuring that candidates from ethnically, racially and gender
diverse backgrounds are always included in shortlists for
Board positions will continue to maximise the opportunity for
Board appointments to reflect the diversity at Trainline and in
the wider community.
With Jennifer Duvalier as our Senior Independent Non-
executive Director, with at least one member of the Board
from a non-White ethnic minority background and with
three quarters of Non-executive Director appointments since
the Company’s IPO in 2019 being women, the Committee
is confident that the existing process in place for Board
appointments will result in alignment with the Listing Rules
in full as we plan for our longest serving Non-executive
Directors to step down from Trainline in the coming years to
comply with the 2024 UK Corporate Governance Code nine-
year director independence consideration.
Succession planning
The Committee recognises the importance of developing and
maintaining a diverse talent pipeline to provide succession
options for both the Board and Trainline’s Management Team
and continues to consider and monitor succession plans.
Diversity and inclusion
The Committee supports Trainline’s commitment to a diverse
and inclusive workplace and welcomes the increase in female
representation in Trainline’s senior leadership and junior
leadership cohorts in FY2025 as evidence that the Group’s
policies on diversity and inclusion continue to progress.
Further information on Trainline’s employee diversity
initiatives is available on pages 37 to 42.
Director reappointment, time commitments and
conflicts of interest
In accordance with the provisions of the 2024 UK Corporate
Governance Code (the ‘2024 Code’), all Directors will retire at
the forthcoming AGM of the Company.
The Committee reviewed external commitments for each
director of the Board, during the year. Overall, the Committee
is satisfied that all of the Directors have devoted sufficient
time to their duties and demonstrate great enthusiasm
and commitment to their roles. Therefore, the Board has
recommended their re-appointment acting on the advice of
the Committee. Further information on the Directors’ current
external appointments can be found on pages 57 to 58.
In addition, the Committee reviewed the independence of
the Non-executive Directors and confirmed to the Board that
it considers the Chair and the Non-executive Directors to
remain independent, in accordance with the provisions of the
2024 Code.
Board and Board Committee effectiveness evaluation
Following successive years of externally facilitated Board
evaluations and the strong outcome of this, the Board and
Committee effectiveness review for FY2025 was internally
facilitated. The Chair of the Nomination Committee and
the Senior Independent Non-executive Director led the
evaluation process which included feedback from employees
and advisers who interact frequently with the Board and
its Committees.
More information on the evaluation is available on page 60.
Trainline plc
Annual Report & Accounts 2025
63
Report of the Audit and Risk Committee
I am pleased to present
Trainline’s Report of the
Audit and Risk Committee.”
Duncan Tatton-Brown
Chair of the Audit and Risk Committee
The Committee comprises five Independent Non-
executive Directors: myself (Duncan Tatton-Brown) as its
Chair, Andy Phillipps, Jennifer Duvalier, Marie Lalleman
and Rakhi Goss-Custard.
The Board is satisfied that the Committee, as a whole,
has the competence relevant to the sector in which the
Group operates. And, that I have recent and relevant
financial knowledge, and the requisite experience to be
the Chair of the Committee.
Role and work of the Audit and Risk Committee
Meetings are held to coincide with key events, in
particular the reporting and audit cycle for the Group.
The Chair of the Committee reports to the Board on
the business concluded at Committee meetings, the
discharge of its responsibilities throughout the year,
and informs the Board of any recommendations made.
The Committee’s key activities during
FY2025 included:
•
reviewing the Group’s accounting policies, the use
of alternative performance measures, significant
financial reporting issues, judgements and estimates;
•
reviewing the integrity of the Financial Statements of
the Group, and all formal announcements relating to
its financial performance;
•
considering whether this Annual Report and Financial
Statements, taken as a whole, is fair, balanced and
understandable, provides shareholders with the
information necessary to assess the Company’s
position, performance, business model and strategy,
and the completeness of the included disclosures;
•
considering the going concern and
viability statements;
•
monitoring the effectiveness and independence
of the External Auditor;
•
monitoring the effectiveness of the Internal Audit
function and assessing the outcomes from the
externally facilitated quality review of the Internal
Audit function;
•
monitoring the adequacy and effectiveness of the
Group’s internal control systems;
•
monitoring the development of the material controls
declaration framework to comply with the 2024
Corporate Governance Code; and
•
monitoring the implementation of the Minimum
Standard for Audit Committees.
The Committee’s activities planned for FY2026
Prior to the Committee’s FY2026 report it intends to
undertake the following activities:
•
monitor the process for the mandatory lead audit
partner rotation for the FY2027 audit; and
•
review the implementation of the material controls
declaration framework and its compliance with the
2024 Corporate Governance Code.
Duncan Tatton-Brown
Chair of the Audit and Risk Committee
7 May 2025
Membership
Committee member
Meetings
Duncan Tatton-Brown (Chair)
4/4
Andy Phillipps
4/4
Jennifer Duvalier
4/4
Marie Lalleman
4/4
Rakhi Goss-Custard
4/4
Our responsibilities
•
Monitor the integrity of the Company’s Financial
Statements and report to the Board on the Annual
Report and Financial Statements and other disclosures
•
Oversee the External Auditor and monitor their
independence
•
Monitor and review the internal control and risk
management system and the Internal Audit function
•
Oversee the Internal Audit function and monitor the
effectiveness of its work
•
Review whistleblowing, fraud, bribery and other
compliance policies and procedures
Trainline plc
Annual Report & Accounts 2025
64
Report of the Audit and Risk Committee
continued
Fair, balanced and understandable
The Committee plays an important role in advising the Board
when it considers whether the Annual Report, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group
and the Company’s position, performance, business model
and strategy. The Annual Report is prepared in accordance
with robust processes to support this role:
•
coordination of the production of the Annual Report is
overseen by the Company Secretary to ensure that the
document is consistent throughout;
•
members of Management with appropriate experience,
knowledge and seniority are assigned responsibility for
preparing each section and form part of a core Annual
Report team;
•
there is an extensive verification process undertaken
each year to confirm the factual accuracy of stated facts
and the authenticity of belief statements;
•
drafts are regularly reviewed by the Annual Report team
and members of senior management. Board members
receive drafts of the Annual Report for review and
input; and
•
the Committee receives the draft Annual Report
and considers a fair, balanced and understandable
review, and also considers assurance provided on
disclosures made.
Going concern and viability assessments
The Committee reviewed and advised the Board on the
Group’s going concern and viability statements included in
this Annual Report and the calculations and reports prepared
by Management in support of such statements. The External
Auditor discussed the statements with the Committee and
reviewed the conclusions reached by Management regarding
going concern and viability.
Accounting judgements and key sources of
estimation uncertainty
The Committee assessed whether suitable accounting policies
had been adopted and the reasonableness of the judgements
and estimates that had been made by Management.
The Committee, alongside Management and the External
Auditor, identified the areas set out in the table below as the
key areas of judgement and estimation.
Financial Statements and reporting
The Committee monitored the financial reporting process
for the Group, which included receiving reports from, and
discussing these with, the External Auditor. The Committee
also considered the FRC’s corporate reporting focus areas
during the year and their relevance to the Group’s reporting.
As part of the year-end reporting process the Committee
reviewed this Annual Report; a management report on
accounting estimates and judgements; whether the
Annual Report was ‘Fair, Balanced and Understandable’,
Carrying value of goodwill
The carrying value of goodwill depends on the future
cash flow forecasts supporting the carrying value.
There is inherent estimation uncertainty in estimating
the future cash flows and the time period over which
they will occur. There is also estimation uncertainty
in arriving at an appropriate discount rate to apply
to the cash flows as well as an appropriate terminal
growth rate. As such, this area of estimate is a focus
for the Committee.
The Committee reviewed and discussed Management’s conclusions around the
carrying value of goodwill, including:
• the methodology applied;
•
the achievability of the business plan;
•
the appropriateness of discount rates and long-term growth rates applied; and
•
the outcome of sensitivity analysis.
The Committee agreed with Management’s conclusions that the carrying value
of goodwill is supported by the expected future cash flows of both the UK
Consumer and International Consumer business.
Capitalisation of internal software
development costs
The capitalisation of development costs involves the
assessment of several different criteria that can be
subjective and/or complex in determining whether
the costs meet the threshold for capitalisation.
As such, this is an area of focus for the Committee.
The Committee reviewed and discussed Management’s conclusions around the
capitalisation of development costs, including:
• the methodology applied;
•
the judgements made by Management for determining the basis for
recognition of these development costs; and
•
the underpinning systems and controls.
The Committee agreed with Management’s conclusion regarding the basis for
capitalisation of these costs.
Carrying value of investments in subsidiaries
(Parent company only)
The carrying value of investments in subsidiaries is
dependent on the assessment of the recoverable value
of the investment. The recoverability of the investment is
sensitive to changes in share price (a Level 2 input under
IFRS 13) and control premium (a Level 3 input under IFRS
13). As such, this is an area of focus for the Committee.
The Committee reviewed and discussed Management’s conclusions around the
carrying value of investments in subsidiaries including:
•
the methodology applied; and
•
the appropriateness of the period used in determination of the share price
and the control premium applied.
The Committee agreed with Management’s conclusion that the recoverable
value is greater than the carrying value and the investments in subsidiaries
balance is not impaired.
from Management and the External Auditor’s reports on
internal controls, accounting and reporting matters; and
management representation letters concerning accounting
and reporting matters.
Monitoring the integrity of the Company’s Financial Statements,
the financial reporting process and reviewing the significant
accounting issues are key roles of the Committee. Measures
are in place to provide reasonable assurance regarding the
reliability of financial reporting. These include: a comprehensive
system of planning, budgeting, monitoring and reporting;
clearly defined policies for capital expenditure including reviews
by senior management; and frequent monitoring of cash flows
against forecasts. The measures provide reasonable, though
not absolute, assurance against material misstatement or loss.
Trainline plc
Annual Report & Accounts 2025
65
Report of the Audit and Risk Committee
continued
Assessing the effectiveness of the external
audit process and the External Auditor
To ensure that PwC LLP (‘PwC’) is effective in its role as
External Auditor, the Committee:
•
monitored the effectiveness of the digital audit
technologies introduced to the audit process and noted
the resulting efficiencies;
•
reviewed and approved the annual audit plan to ensure
it was consistent with the scope of the audit engagement.
In reviewing the audit plan, the Committee discussed
the areas identified by the External Auditor as most
likely to give rise to a material financial reporting
error or perceived to be of higher risk and requiring
additional audit emphasis (including those set out in the
Independent Auditor’s Report);
•
confirmed that the audit fee enabled PwC to conduct an
effective audit;
•
discussed and assessed PwC’s performance as
External Auditor;
•
considered the audit scope and materiality threshold; and
•
met privately with PwC, including the lead audit partner,
without Management present, to discuss its remit and
any issues arising from its work.
The Committee also considered the safeguards in place to
protect the External Auditor’s independence. PwC provided
a letter of independence to the Committee reporting
that it had considered its independence in relation to the
audit and confirmed that it complies with UK regulatory
and professional requirements and that its objectivity is
not compromised. The Committee took this into account
when considering the External Auditor’s independence and
concluded that PwC remained independent and objective in
relation to the audit.
In implementing the FRC’s Minimum Standard for Audit
Committees, the audit quality indicators (AQIs) used by the
Committee and the reporting of them have been reviewed
to ensure they provide additional insight and information
to support the Committee’s assessment of the quality and
effectiveness of the external audit and External Auditor.
The Committee confirms that the Group complies with
the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities) Order 2014.
Non-audit work carried out by the External Auditor
The Committee has a set policy on the provision of non-audit
services by the External Auditor. This policy is designed to
comply with the FRC guidance on the provision of non-audit
services and helps maintain the independence and integrity
of the Group’s External Auditor.
The policy sets out specific considerations around the
provision of non-audit services and requires approval by part
or all of the Committee for any proposed services with an
expected fee of more than £50,000. The CFO is authorised to
approve non-audit fees up to a cumulative total of £50,000,
giving consideration to the independence and objectivity
of the External Auditor in line with FRC guidance. The
policy requires approved non-audit fees be disclosed to the
Committee for consideration alongside the ratio of audit to
non-audit fees.
The fees paid for non-audit services during the year ended
28 February 2025 were approved by the Committee and
amounted to £71,750, which were attributed to half-year
audit review services undertaken by the External Auditor and
subscriptions for business and accounting knowledge. The
ratio of audit to non-audit fees for FY2025 was 10.7. Further
details of these amounts can be found in Note 5 of the
Financial Statements.
Only certain types of work, as defined by the FRC, are
explicitly permitted to be provided to the Group by PwC,
which does not include specific tax advisory services and
internal audit services. A detailed list of non-permitted
services is included in the Committee’s non-audit services
policy, which is aligned to Article 5 of Regulation (EU) No
537/2014 of the European Parliament and of the Council.
A schedule of non-audit work carried out by audit firms
for the Group is provided to the Committee periodically to
provide insight on Trainline’s non-audit relationships with
audit firms and to ensure the Group has a fair choice of
suitable external auditors at the next audit tender.
External Auditor and audit fees
PwC was appointed as External Auditor to the Company
in FY2021 and there are no current plans to undertake
a tendering process for the External Auditor in FY2026,
which must take place by FY2032. The lead audit partner
for the External Auditor is Jaskamal Sarai. The process for
the rotation of the lead audit partner is under way and is
expected to be complete for the FY2027 audit.
Ahead of the next audit tender, the new requirements set out
in the Minimum Standard for Audit Committees in relation to
the tender process will be incorporated into the Committee’s
process and tracked to ensure they are met.
The Committee was satisfied that the level of audit fees
payable in respect of the audit services provided, being
£767,351 (FY2024: £728,700), was appropriate and that the
increases in fees related to inflationary increases and an
increased external audit scope.
Trainline plc
Annual Report & Accounts 2025
66
Report of the Audit and Risk Committee
continued
Internal Audit
The Internal Audit function provides independent assurance
of the effectiveness of the Group’s internal controls and
risk management systems. The Committee reviewed and
approved the Internal Audit Charter and the planned internal
audits for FY2025.
Following each internal audit, a rated report is produced
and shared with key stakeholders and senior management,
summarising the Internal Audit function’s assessment of
the effectiveness of the relevant controls. The Internal Audit
function formally tracks the status and resolution of any
recommended action items. A summary of the internal audit
reports as well as the status of the recommended control
improvements are discussed with the Committee.
The Committee held private meetings with the Head of Risk
and Internal Audit without Management present to discuss
the Internal Audit remit and any issues arising from its work.
As a result of these private meetings, the updates received
and the reviews undertaken, the Committee considers the
Internal Audit function to be operating effectively and that
the quality, experience and expertise of the function is
appropriate for the business.
An independent external quality assessment of the
Internal Audit function, conducted by Grant Thornton, was
undertaken in FY2025 to evaluate the effectiveness and
practices of the Internal Audit function and its compliance
with the new Global Internal Audit Standards, which took
effect from January 2025.
The Committee reviewed the EQA report and met with Grant
Thornton to discuss its outcomes. Effective risk management,
robust auditing methodologies and a strong commitment
to continuous improvement were noted as particular
strengths of the Internal Audit function with minor areas for
improvement also identified, which have been addressed
and which will ensure continued alignment with the highest
standards of internal auditing. The Committee will continue
to monitor the effectiveness of the Internal Audit function.
Risk management
The Group’s risk tolerance is set by the Board and is the
level of risk it is willing to accept to sustainably achieve
its strategic objectives. The Group’s risk appetite and risk
tolerance are documented in the Group’s Risk Policy, which
is presented to the Committee annually for consultation. The
Board discusses and reviews the Group’s risk appetite upon
reviewing the principal risks and the strategy for the Group.
Regular reviews of the risk appetite ensure that the
Company’s risk exposure remains appropriate in enabling
the Group to achieve its strategic objectives.
The Group has a formal Enterprise Risk Management (ERM)
programme that guides its risk management activities.
There is a dedicated Internal Risk Committee (IRC) in place,
chaired by the CFO and composed of senior risk owners
and stakeholders, who are responsible for reviewing and
calibrating the Group’s risk landscape and risk mitigating
activities. These reviews provide a robust assessment of
the Group’s principal and emerging risks and take into
account the risks that threaten its business model, future
performance, solvency and/or liquidity and the Group’s
strategic objectives.
The Committee, in supporting the Board in its annual
assessment of the effectiveness of the enterprise risk
management programme and internal control processes,
relies on reporting by the IRC, Management, compliance
reports and the assurance provided by the External Auditor.
Further information on the Group’s risk management
framework and its principal and emerging risks is available
on pages 31 to 35.
Critical systems resilience
The Committee receives updates on disaster recovery and
business continuity plans, including critical systems and
processes. Recovery processes are subject to continuous
review with periodic updates provided to the Committee
on progress towards improvements.
Trainline plc
Annual Report & Accounts 2025
67
Report of the Audit and Risk Committee
continued
Overview of our anti-bribery, corruption and whistleblowing policies and procedures:
Anti-bribery
and corruption
Trainline adopts a zero-tolerance approach to bribery and corruption. Any of our People found to have breached the Group’s policies will face disciplinary
action which could include dismissal for gross misconduct. These policies are passed on to our supply chain, where appropriate, as part of our
procurement and contracting procedures. Corporate criminal offence procedures are in place to help prevent the facilitation of tax evasion.
Receiving corporate
hospitality and gifts
Hospitality and gifts should be refused if they could influence or appear to influence decisions made on behalf of the Group. Our People are required to
disclose, and seek approval for, gifts and hospitality offered or received. Substantial physical gifts are required to be passed on to the Group for donation
to charity or disposal.
Offering corporate
hospitality and gifts
The offering of hospitality and gifts must be fully documented, pre-approved by the relevant member of the Management Team and recorded in the Gifts
and Hospitality Register. Any gifts or hospitality proposed to be offered to government officials, politicians, political parties, regulators or foreign public
offices must be pre-approved by the Group’s Legal Team.
Facilitation payments
Facilitation payments are strictly prohibited, no matter the value, even where such payments are perceived as a common part of local business practice or
law. This prohibition also applies to those who work on behalf of the Group.
Whistleblowing
If anyone has a concern they wish to raise they can contact an independent reporting line for anonymous reporting of concerns. Promotional activities
are undertaken to promote awareness of the Whistleblowing Policy. The Committee and the Board receive reports throughout the year on whistleblowing
arrangements and activities.
Corruption
Fraud, bribery and corruption concerns should be reported in accordance with the Group’s Anti-Fraud, Corruption and Bribery Policy. Disciplinary action
and other appropriate measures will be taken as necessary. Periodic refreshers are provided to our People to reinforce the importance of this and other
relevant policies.
Internal controls review
The Board monitors the key elements of the Group’s internal
control and risk management framework, supported by the
Committee. The Committee advised the Board on its review
of the effectiveness of the systems and processes including
financial, operational and compliance controls during
the year.
No significant failings or weaknesses were identified
in the systems of risk management or internal control
during FY2025.
The Committee received reports from the Internal Controls
Steering Committee on the development of the material
controls disclosure framework and engagement with the
Financial Reporting Council and external advisers on the
implementation of Provision 29 of the 2024 Corporate
Governance Code.
The development of the framework has gone well and the
Group is well placed to implement it in FY2026, ahead of
the commencement of Provision 29 of the 2024 Corporate
Governance Code on 1 January 2026.
Trainline plc
Annual Report & Accounts 2025
68
Directors’ remuneration report
Trainline’s performance during FY2025
Trainline has continued to perform, with robust financial
performance and strong progress on its strategic
priorities during FY2025. In the year, Trainline achieved
record net ticket sales for the third year in a row, growth
in consumer net ticket sales in the UK of 13% and in
Spain of 41%, and with strong performance in Trainline
Solutions where net ticket sales were 20% higher
year-on-year.
Over the last three years, Trainline has continued to scale
and deliver for customers and the rail industry in the UK
and Europe and is well positioned to be the aggregator
of choice in liberalised European rail markets.
Remuneration outcomes for FY2025
This strong performance in FY2025 meant Trainline
achieved the stretch FY2025 annual bonus financial
targets but not the maximum targets that were set
at the start of the year for Group Net Ticket Sales,
revenue and adjusted EBITDA. Performance against
strategic targets for the FY2025 annual bonus were
broadly below threshold, highlighting the level of stretch
the Committee ensured was applied to performance
targets. As a result of this performance, the CEO and
CFO achieved 72.1% of their FY2025 annual bonus
total opportunity.
The FY2023 PSP award will vest based on performance
in FY2025. This award was granted following a review of
the remuneration structure in FY2022 which focused on
ensuring a policy which would incentivise management
to deliver exceptional long-term performance. This
review culminated in the introduction of a PSP kicker
award which was set at 300% of salary in FY2023,
reducing to 100% of salary thereafter, and was subject
to stretching performance targets over and above the
core PSP award.
For the TSR measure, maximum vesting would only
be achieved if Trainline’s performance was in the 95th
percentile versus the FTSE 250 comparator group. The
FY2023 PSP award therefore had the ability to deliver
material levels of reward to Executive Directors, but only
when delivering exceptional financial returns and value
for our shareholders.
Trainline has performed very strongly over the three-
year performance period for the FY2023 PSP award,
with average annual revenue growth of over 35%, EPS
adjusted for share-based payments growing from a 1.1
pence loss in the financial year preceding the start of the
performance period to 17.9 pence in FY2025, and the
22nd strongest total shareholder return in the FTSE 250
comparator group.
Jody and Pete were instrumental in delivering the
ambitious and demanding targets set by the Committee
back in 2022, in particular given the backdrop at the time
of regulatory uncertainty in the UK, which has continued
throughout the performance period, and the growth
required in the International business to achieve those
targets. As a result of this exceptional performance, 88%
of the FY2023 PSP award for the CEO and CFO will vest.
Share awards to the wider employee population will
similarly vest in early FY2026 sharing the success of
this performance across the business.
Membership
Committee member
Meetings
Rakhi Goss-Custard (Chair)
3/3
Andy Phillipps
3/3
Duncan Tatton-Brown
3/3
Jennifer Duvalier
3/3
Marie Lalleman
3/3
I am pleased to present
Trainline’s Directors’
Remuneration Report.”
Rakhi Goss-Custard
Chair of the Remuneration Committee
Our responsibilities
•
Develop the Group’s policy on executive remuneration
and monitor its ongoing appropriateness
•
Determine the levels of remuneration for Executive
Directors, the Chair and the Management Team
•
Review employee remuneration and administer the
Group’s share schemes
•
Review workforce remuneration and related policies
Trainline plc
Annual Report & Accounts 2025
69
Directors’ remuneration report
continued
When reviewing the outcome of the FY2025 annual bonus and the FY2023 PSP award,
the Committee considered Trainline’s performance and the experience of shareholders
and other stakeholders including our People, and determined that the outcomes were
a fair reflection.
In line with the Remuneration Policy, shares vesting from the FY2023 PSP award for Jody
will be subject to a two-year holding period as will the proportion of the shares vesting for
Pete that were awarded to him following his appointment as CFO. Both Executive Directors
are also expected to build up a substantial shareholding in the business thereby providing
ongoing alignment of their interests with those of our shareholders.
Remuneration arrangements for FY2026
As detailed in last year’s report, during FY2024 the Committee undertook a detailed review
of the Directors’ Remuneration Policy and put forward a new Policy for approval at the AGM.
I would like to thank shareholders for their support of this Policy.
The remuneration arrangements for FY2026 will align with the Remuneration Policy and
broadly mirror those for FY2025, being a maximum bonus opportunity of 250% of salary
and 200% of salary for the CEO and CFO respectively and PSP awards of 300% and 250%
of salary respectively for the CEO and CFO. In line with usual practice, the Committee
considered the performance measures, targets and weightings to apply to the FY2026
bonus and PSP award. Whilst the bonus will remain based on the achievement of Group
financial measures (75%) and strategic objectives (25%), the Committee has determined to
adjust the weighting of the PSP performance measures such that relative TSR, cumulative
EPS and average revenue growth will be equally weighted. Relative TSR has been retained
as a performance measure given this provides clear alignment to the shareholder
experience. The reduction in the weighting on relative TSR from 50% to 33% recognises that
TSR performance can be heavily influenced by the uncertainty and volatility in the wider
market. The Committee considered the proposed approach a more balanced assessment
of long-term company performance.
The Committee receives updates on remuneration and related policies for the wider
workforce, and takes these into account when setting Executive Director remuneration.
For FY2026, the Committee considers it appropriate for Jody and Pete’s salaries to increase
by 4.0% to £728,000 and £452,109 respectively, less than the average wider workforce
increase of 4.8%.
Rakhi Goss-Custard
Chair of the Remuneration Committee
7 May 2025
Remuneration at a glance
Based on actual outturn as set out below, the CEO and the CFO will receive 72.1% of their
maximum bonus, representing 180.3% of salary for the CEO and 144.2% of salary for the
CFO, and 88% of their FY2023 PSP award will vest.
Annual bonus outcome
Measures
Weighting
(% of total)
Performance targets
Actual
FY2025
achievement
Resulting
outcome
(% of total)
Threshold
Target
Stretch
Maximum
Group net sales
25%
£5,600m
£5,732m
£5,900m
£6,190m
£5,907m
22.6%
Group revenue
25%
£409m
£419m
£440m
£460m
£442m
22.8%
Group adjusted
EBITDA
1
25%
£134m
£142m
£150m
£160m
£159m
24.8%
Total
75%
70.1% out of 75%
1.
See page 135 for the definition of Group Adjusted EBITDA.
Weighting
(% of total bonus)
Resulting outcome
(% of total bonus)
Strategic objectives
25%
2% out of 25%
PSP awards vesting
Measures
Weighting
(% of total)
Performance targets
Actual
achievement
Resulting
outcome
(% of
total)
Core award
(45% of total award)
Kicker award
(55% of total award)
Threshold
(20% vesting
of core award)
Max
(100% vesting
of core award)
Max
(100% vesting of
kicker award)
Relative TSR vs
FTSE 250
1
50%
Median
Upper
quartile
95th percentile
86th
percentile
38%
Average annual
Revenue growth
2
25%
22%
27%
33%
35.4%
25%
Cumulative EPS
3
25%
11.9p
14.9p
18.6p
38.2p
4
25%
Total
100%
88% out of 100%
1. Excluding investment trusts.
2.
For the period 1 March 2022 to 28 February 2025.
3.
Cumulative Basic EPS with the impact of share-based payments excluded for the period 1 March 2022 to 28 February 2025.
4.
Were the share buyback to be excluded, cumulative EPS would have been 37.3 pence.
Trainline plc
Annual Report & Accounts 2025
70
Remuneration policy overview
The Remuneration Policy was approved by shareholders at the 27 June 2024 AGM and is available in full in our FY2024 Annual Report which can be found at www.trainlinegroup.com/investors.
The summary table below sets out the individual elements of Executive Directors’ remuneration, how each element operates, the maximum opportunity where relevant and how it will be
implemented in FY2026.
Element of pay
Purpose and link to strategy
Policy and implementation for FY2026
Fixed remuneration
Base salary
To recruit and retain high-calibre
Executive Directors.
Base salaries are determined taking into account a number of factors, including: the individual’s role, responsibilities and performance; salary
levels within comparable companies and the tech sector; and salary increases for the wider workforce.
For FY2026 salaries for Jody Ford and Pete Wood will increase by 4.0%, less than the wider workforce average of 4.8%, to £728,000 and
£452,109 respectively.
Pension
To provide appropriate
retirement plans.
The Executive Directors currently participate in the Company’s pension scheme, and the Company either makes contributions on their behalf
or the Executive Director can receive a cash allowance.
For FY2026 the CEO’s and CFO’s pension benefits by way of cash allowance align with the broader workforce, at c.5.5% of salary.
Benefits
To ensure that the overall
package is competitive.
Benefits include private medical and dental insurance for the individual and their immediate family, and life assurance. Other benefits may be
provided based on individual circumstances and business requirements.
Variable pay
Annual bonus
and DSBP
To incentivise and reward the
achievement of annual financial
and non-financial targets, in line with
the Company’s strategic priorities.
To directly align the interests of
Executive Directors and shareholders
and support retention through
long-term deferral in shares.
The annual bonus is reviewed at the beginning of each year to ensure that the bonus opportunity, performance measures, targets and
weightings are appropriate. The level of payout is determined by the Committee after the year end, based on performance against targets and
any additional factors it deems relevant. Any annual bonus earned above a threshold of 100% of salary will be deferred in shares over a period
of two years with half of the deferred shares vesting after one year. The maximum bonus opportunity is 250% of salary for the CEO and up to
200% of salary for other Executive Directors. Malus and clawback provisions apply for a period of two years from date of payment in respect of
the cash bonus, and for a period of five years from date of grant in respect of awards under the DSBP.
For FY2026, awards of up to 250% of salary for CEO and 200% of salary for CFO, based on the achievement of Group financial targets
(weighted 75% of maximum) and strategic objectives (weighted 25%). Financial measures include a four-point performance structure of entry,
target, stretch and a maximum target. Strategic measures will be assessed based on performance between threshold and stretch objectives.
PSP
To incentivise and reward the delivery
of long-term shareholder value
and the achievement of long-term
financial targets.
Awards are made annually, with vesting dependent on the achievement of performance conditions. Awards are reviewed prior to grant to
ensure that the award level, performance measures, targets and weightings are appropriate. Awards normally vest based on performance
measured over a minimum of three years. The level of vesting is determined by the Committee after the performance period, based on the
degree to which the performance conditions have been met. In adjudicating the final vesting outcome, the Committee will also consider the
underlying performance of the business, as well as the value created for shareholders. A two-year holding period will apply to vested PSP
awards during which vested shares may not be sold save to cover tax liabilities. The maximum annual award level is up to 300% of salary for
the CEO and up to 250% of salary for other executive directors. Malus and clawback provisions apply for a period of five years from date of
grant in respect of awards under the PSP.
For FY2026, awards of 300% of salary for CEO and 250% of salary for CFO based on average revenue growth, cumulative EPS and relative TSR
with measures weighted equally.
Share Incentive
Plan (SIP)
To encourage employee share
ownership and further support
shareholder alignment.
The Company operates an HMRC-approved plan that provides all employees with a tax-efficient way of purchasing Partnership Shares
and allows the grant of Free and/or Matching Shares. Executive Directors are entitled to participate in the SIP on the same terms as
other employees.
Trainline plc
Annual Report & Accounts 2025
71
Annual report on remuneration
The following section sets out our Annual Report on Remuneration and outlines decisions made by the Committee
in relation to Directors’ remuneration in respect of FY2025 and how the Committee intends to apply the
Remuneration Policy in FY2026.
The Directors’ Remuneration Report, other than page 70, will be subject to an advisory
shareholder vote at the AGM to be held on 26 June 2025. Where information has been
audited, this has been stated. All other information in this report is unaudited.
Shareholder voting
The table below sets out the voting outcome for the Directors’ Remuneration Report and the
Remuneration Policy at the 2024 AGM.
Votes for
Votes against
Votes withheld
No. of shares (m)
Percentage
No. of shares (m)
Percentage
No. of shares (m)
Remuneration Report
348.7
90.15%
38.1
9.85%
0.0
Remuneration Policy
266.0
81.72%
59.5
18.28%
61.3
Implementation of the Remuneration Policy in FY2025
Single figure of total remuneration for Executive Directors (Audited)
The single figure of total remuneration for Executive Directors in FY2025 and FY2024 is set
out below. Context for FY2025 remuneration outcomes is available on page 68.
Financial
year
Salary
(‘000)
Pension
(‘000)
Benefits
(‘000)
Total
fixed
(000)
Annual
bonus
(‘000)
Share
vest
(‘000)
Total
variable
(‘000)
Total
remuneration
(‘000)
Jody Ford
FY2025
£695
£38
£3
£737
£1,262
£3,652
1, 2
£4,914
£5,651
FY2024
£642
£35
£3
£680
£1,093
£710
4
£1,803
4
£2,483
4
Peter Wood
FY2025
£433
£24
£2
£459
£627
£1,934
1, 3
£2,560
£3,020
FY2024
£415
£23
£2
£440
£528
£180
4
£708
4
£1,148
4
1.
The PSP awards expected to vest on 7 May 2025 multiplied by the average share price for the three months ending 28 February
2025 being £3.853.
2.
The share price used at grant was £2.94 and therefore £865,511 of the estimated value of the vesting award is attributable to
share price appreciation.
3.
The average share price used for the grants was £2.48 and therefore £690,705 for Peter Wood of the estimated value of the
vesting award is attributable to share price appreciation.
4.
In the FY2024 Annual Report the value of the shares vesting for Jody Ford and Peter Wood was calculated by reference to the
average share price for the three months ending 29 February 2024 being £3.13. These figures have now been restated by
reference to the share price on the date of vesting being £3.21.
Single figure of total remuneration for Non-executive Directors (Audited)
The single figure of total remuneration for Non-executive Directors for FY2025 and
FY2024 was:
Financial
year
Fees
(‘000)
Taxable benefits
(‘000)
Total fees
(‘000)
Andy Phillipps
FY2025
£75
£0
£75
FY2024
£75
£0
£75
Brian McBride
FY2025
£265
£0
£265
FY2024
£265
£0
£265
Duncan Tatton-Brown
FY2025
£85
£0
£85
FY2024
£85
£0
£85
Jennifer Duvalier
FY2025
£85
£0
£85
FY2024
£85
£0
£85
Rakhi Goss-Custard
FY2025
£85
£0
£85
FY2024
£85
£0
£85
Marie Lalleman
1
FY2025
£75
£0
£75
FY2024
£9
£0
£9
1.
Joined the Board on 17 January 2024.
Notes to the tables (Audited)
Executive Director base salary and Non-executive Director fees
During FY2025, as disclosed in last year’s Annual Report, the Committee approved an
increase for Jody Ford’s salary as CEO to £700,000 (FY2024: £645,397) and an increase
for Peter Wood’s salary as CFO to £434,720 (FY2024: £416,000). There was no change to
Non-executive Director fees during FY2025.
Trainline plc
Annual Report & Accounts 2025
72
Annual report on remuneration
continued
Pension
During FY2025, Jody Ford and Pete Wood received pension benefits by way of cash
allowances equal to 5.5% of salary respectively. This pension allowance aligns with
that for the wider workforce.
Benefits
Benefits can include life assurance and medical and dental insurance benefits for
the Executive Directors and their immediate families. The overall level of benefits
will depend on the cost of providing individual items and the individual’s circumstances.
Discretion
The Committee considered that the Remuneration Policy operated as intended during
the year and no discretion was applied in relation to FY2025 remuneration outcomes.
Annual bonus (Audited)
The maximum bonus opportunities for FY2025 were 250% of salary for Jody Ford as CEO
and 200% of salary for Pete Wood as CFO. The annual bonus is based on the achievement
of Group financial targets weighted 75% and a set of specific and quantifiable strategic
objectives weighted 25%. Performance targets and actual outturn are set out below.
Financial element
Measures
Weighting
(% of total)
Performance targets
Actual FY2025
achievement
Resulting
outcome
(% of total)
Threshold
1
Target
2
Stretch
3
Maximum
4
Group
net sales
25%
£5,600m
£5,732m
£5,900m
£6,190m
£5,907m
22.6%
Group
revenue
25%
£409m
£419m
£440m
£460m
£442m
22.8%
Group
adjusted
EBITDA
5
25%
£134m
£142m
£150m
£160m
£159m
24.8%
Total
75%
70.1% out of 75%
1.
Achievement results in 0% of maximum payout.
2. Achievement results in 50% of maximum payout.
3. Achievement results in 90% of maximum payout.
4. Achievement results in 100% of maximum payout.
5.
See page 135 for the definition of Group Adjusted EBITDA.
Strategic element
Measure
Weighting
(% of total
bonus)
Key progress during FY2025
Actual
FY2025
achievement
Resulting
outcome (% of
total bonus)
Enhance customer
experience and
build demand
17%
International NTS growth and
profitability threshold targets
were not achieved
Below
threshold
0%
Culture and
purpose linked
8%
Recognition of Trainline as a
sustainable brand continued
to increase, however threshold
culture targets were missed
Threshold
2%
Total
25%
2% out of 25%
Trainline performed strongly in FY2025 with financial performance exceeding the stretch
range but below maximum targets. Strategic measures performance was predominantly
below threshold performance though one culture and purpose linked measure achieved
stretch performance. The Company considers the individual strategic elements to be
commercially sensitive. The resulting bonus outcomes for FY2025 for the Executive Directors
are set out below.
Annual bonus
outcome
(% of maximum)
Annual bonus
outcome
(% of salary)
Annual bonus
outcome
(‘000)
Jody Ford
72.1%
180.3%
£1,262
Pete Wood
72.1%
144.2%
£627
In line with the Remuneration Policy, 100% of salary will be paid in cash, and the balance,
being £561,925 (80.3% of salary) for Jody Ford and £192,233 (44.2% of salary) for Pete Wood,
will be paid in deferred bonus shares under the DSBP.
Deferred Share Bonus Plan (DSBP) awards to be granted in FY2026 (Audited)
DSBP awards in relation to the FY2025 annual bonus will be granted in FY2026. The DSBP
awards will be subject to a two-year deferral period with half of the deferred shares vesting
after one year subject to continued employment.
Trainline plc
Annual Report & Accounts 2025
73
Annual report on remuneration
continued
Share awards vesting (Audited)
PSP awards granted during FY2023 to the CEO and CFO will vest on 7 May 2025. Trainline
has performed very strongly over the three-year performance period with average annual
revenue growth of over 35%, EPS adjusted for share-based payments growing from a 1.1
pence loss in the financial year preceding the start of the performance period to 17.9 pence
in FY2025, and the 22nd strongest total shareholder return in the FTSE 250 comparator
group. Achievement against the performance targets disclosed in the FY2022 Annual Report
is set out in the table below.
Measures
Weighting
(% of total)
Performance targets
Actual
achievement
Resulting
outcome
(% of total)
Core award
(45% of total award)
Kicker award
(55% of total award)
Threshold
(20% vesting
of core award)
Max
(100% vesting
of core award)
Max
(100% vesting of
kicker award)
Relative TSR vs
FTSE 250
1
50%
Median
Upper
quartile
95th percentile
86th
percentile
38%
Average annual
Revenue growth
2
25%
22%
27%
33%
35.4%
25%
Cumulative EPS
3
25%
11.9p
14.9p
18.6p
38.2p
4
25%
Total
100%
88% out of 100%
1. Excluding investment trusts.
2.
For the period 1 March 2022 to 28 February 2025.
3.
Cumulative Basic EPS with the impact of share-based payments excluded for the period 1 March 2022 to 28 February 2025.
4.
Were the share buyback to be excluded, cumulative EPS would have been 37.3 pence.
Estimate value of shares vesting (‘000)
No. of shares
vesting
Average share price for the three months
ending 28 Feb 2025 being £3.853
Share price on 28 Feb 2025
being £3.066
Jody Ford
947,952
£3,652
£2,906
1
Pete Wood
501,820
£1,934
£1,539
1
1.
The Committee considers this share price to better represent the estimated value of shares vesting than the share price required
to be used for the single figure of total remuneration table.
The Committee noted the ongoing share buyback and after taking into account the overall
materiality of the buyback and that it did not impact on the vesting outcome, the Committee
determined that no adjustment should apply to the vesting of the PSP award.
In line with the Remuneration Policy, the vested shares for Jody will be subject to a two-year
holding period. Elements of the vesting PSP awards granted to Pete were granted prior to
his promotion to CFO and only a portion are therefore subject to a two-year holding period,
however he is expected to retain vesting shares to align with the shareholding guideline.
DSBP awards granted in relation to the FY2022 and FY2023 bonuses vested 20 May 2024.
Jody and Pete sold 72,856 and 2,152 shares respectively to satisfy tax and other associated
costs and retained the remaining shares to align with the shareholding guideline.
PSP share awards granted in FY2025 (Audited)
The Executive Directors were granted conditional share awards under the PSP as set out in
the table below:
Date of grant
Number of
shares granted
Share price
at grant
1
Face value
Award as %
of salary
Vesting date
Jody Ford
27 June 2024
661,229
£3.1759
£2.1m
300%
28 June 2027
Pete Wood
27 June 2024
342,202
£3.1759
£1.1m
250%
28 June 2027
1.
Calculated using the average of the closing MMQ on the 30 days immediately preceding the grant.
Vesting of the awards will be subject to performance over the three-year period 1 March 2024
to 28 February 2027, with any shares vesting subject to a two-year post-vesting holding period.
Dividend equivalents will accrue in respect of the awards over the period from the date of
grant to the vesting date. The vesting of the award will be based on the following targets:
Measure
Weighting
Performance targets
Threshold
(20% vesting)
Stretch
(80% vesting)
Maximum
(100% vesting)
Relative TSR vs FTSE 250
1
50%
Median
75th percentile
80th percentile
Average annual Revenue growth
25%
3%
5%
9%
Cumulative EPS
2
25%
39.9p
44.3p
55.9p
1. Excluding investment trusts.
2.
The EPS measure is cumulative basic EPS with the impact of share-based payments excluded.
Trainline plc
Annual Report & Accounts 2025
74
Annual report on remuneration
continued
DSBP share awards granted in FY2025 (Audited)
The Executive Directors were granted conditional share awards under the DSBP as set out in
the table below:
Date of grant
No. of shares
granted
Share price
at grant
1
Face value
Award as %
of salary
2
Vesting date
3
Jody Ford
3 May 2024
139,480
£3.208
£0.45m
69.3%
11 May 2026
Pete Wood
3 May 2024
35,009
£3.208
£0.11m
27.0%
11 May 2026
1.
The closing MMQ on the day of grant.
2. Calculated using FY2024 salary.
3.
Half of the DSBP award vests one year after grant with the remaining half vesting two years after grant.
Relative importance of spend on pay
The table below shows the change in total employee pay alongside Revenue and Group
Adjusted EBITDA as these are two key measures of Group performance. No dividends have
occurred since Listing.
% change
FY2025
FY2024
Total employee pay
1
3%
£127m
£124m
Share buybacks
221%
£89m
£28m
Revenue
11%
£442m
£397m
Group Adjusted EBITDA
2
30%
£159m
£122m
1.
See Note 6 to the Financial Statements.
2.
See page 135 for the definition of Group Adjusted EBITDA.
Payments for loss of office (Audited)
No payments for loss of office were made during the year under review (FY2024: none).
Payments to past Directors (Audited)
No payments were made to past Directors during the year under review (FY2024: none).
Total pay ratio
The table below discloses the ratio between the CEO’s total remuneration and that of the
25th, 50th and 75th percentile UK-based employee.
Financial year
Method
25th percentile pay ratio
50th percentile pay ratio
75th percentile pay ratio
FY2025
A
115.5:1
60.9:1
49.5:1
FY2024
1
A
53.1:1
30.7:1
25.6:1
FY2023
A
38.0:1
22.8:1
17.4:1
FY2022
A
41.3:1
22.1:1
17.0:1
FY2021
A
14.4:1
8.4:1
6.3:1
FY2020
2
A
32.1:1
19.6:1
14.3:1
1.
Restated from the FY2024 Annual Report to incorporate the value at vest of the 2021 PSP which vested 7 May 2024.
2.
The figures for FY2020 are for the ten months from Admission to the end of the financial year.
The 25th, 50th and 75th percentile employees were determined using calculation
methodology A which involved calculating the actual full-time equivalent remuneration for
all UK employees employed on 28 February 2025 for 1 March 2024 to 28 February 2025. From
this analysis, three employees were then identified as representing the 25th, 50th and 75th
percentile of the UK employee population. Trainline chose this method as it is the preferred
approach of the Government and that of shareholders, and the Company had the systems
in place to undertake this method.
For FY2025 the total pay and benefits for the 25th, 50th and 75th percentile were £49k,
£93k and £114k respectively, and the base salaries were £45k, £74k and £98k.
The Committee has considered the pay data for the three employees identified and believes
that they and the median pay ratio are consistent with and fairly reflect pay, reward and
progression for these percentiles amongst our UK workforce taken as a whole. The total
pay ratio is based on comparing the CEO’s pay to that of Trainline’s UK-based workforce, the
largest proportion of whom work in our Technology teams. The three individuals identified
were full-time employees during the year and all received enhanced FY2023 share awards,
the percentage resulting outcomes of which align with or exceed those of the CEO’s FY2023
share award, depending upon the employee’s seniority at the time of grant.
Trainline plc
Annual Report & Accounts 2025
75
Annual report on remuneration
continued
The ratios for the three percentile employees increased in FY2025 primarily as a result of
the strong performance of the enhanced FY2023 PSP which comprises the majority of the
CEO’s remuneration opportunity, consistent with market practice. The Committee expects
that the ratios will continue to be largely driven by the CEO’s incentive pay outcomes, which
will likely lead to greater variability in pay than that observed for employees at lower levels
who, consistent with market practices, have a greater proportion of their pay linked to fixed
components. The Committee takes into account these ratios when making decisions around
the Executive Director pay packages.
Advisers
Deloitte LLP (‘Deloitte’) has continued to advise the Committee during FY2025. Deloitte was
appointed by the Committee in FY2023 following a comprehensive tender process of leading
remuneration committee advisers. Deloitte also provides internal audit co-source services
to the Group. Deloitte attends Committee meetings, reports directly to the Committee
Chair, and is a signatory and adheres to the Code of Conduct for Remuneration Consultants
(which can be found at www.remunerationconsultantsgroup.com). The Committee is satisfied
that the advice provided by Deloitte is objective and independent and there are no conflicts
of interest. Deloitte was paid fees of £35,550 for its services to the Committee during the
year, excluding expenses and VAT, in accordance with its letter of engagement. Fees are
charged on a time and materials basis.
Remuneration arrangements throughout the Group
Remuneration arrangements throughout the Group are based on the same high-level
remuneration principles as for the Executive Directors. Annual salary reviews take into
account personal performance, Group performance, local pay and market conditions,
and salary levels for similar roles in comparable companies.
All UK employees are eligible to participate in the Share Incentive Plan on identical terms
and we also offer similar all-employee share plans to overseas colleagues. Mid-level staff
are also eligible to participate in annual bonus schemes; opportunities and performance
measures vary by organisational level, and an individual’s role. Senior executives are eligible
for annual PSP awards on similar terms to Executive Directors, although award opportunities
are lower and vary by organisational level; other staff are eligible to participate in a restricted
stock plan.
All current employees who were with the Group before November 2022 will have share
awards vest during FY2026 to reward them for their contribution to achieving Trainline’s
ambitious long-term growth targets over the past three financial years. The performance
measures for these awards varies according to the employees seniority at the time of grant
in 2022 with targets for more junior employees based upon NTS performance over the
three-year performance period which resulted in 100% payout and with targets for more
senior employees matching those of the Executive Directors which resulted in 88% of the
award vesting. In total, awards over 7.8 million shares will vest in early FY2026 to those who
were employees at the start of the FY2023, with additional awards for those who joined the
Group later in the year due to vest in November 2025.
Consideration of wider employee views and shareholders
The Committee Chair and the designated Non-executive Director for Workforce Engagement
provide insight on the wider workforce for the Committee to consider via their direct
engagement with employees on remuneration. In addition, the Committee receives updates
from Management on the Group’s reward objectives, relevant external measures such as
benchmark data and the sentiment of the wider workforce. These updates are carefully
considered when determining remuneration for Executive Directors, for example, the
Committee considers the salary increases for the wider workforce when determining the
salary increases for Executive Directors. The Committee does not currently engage directly
with the wider workforce on how executive remuneration aligns with the wider workforce pay
policy, although the approach to workforce engagement is kept under review. The Committee
is dedicated to ensuring open dialogue with shareholders in relation to remuneration.
Trainline plc
Annual Report & Accounts 2025
76
Annual report on remuneration
continued
Historical TSR performance and remuneration outcomes for the CEO
The table below illustrates CEO single figure of total remuneration over the period from commencement of conditional dealing (21 June 2019) to 28 February 2025.
FY2025
Jody Ford
FY2024
Jody Ford
FY2023
Jody Ford
FY2022
Jody Ford
FY2021
Clare Gilmartin
FY2020
1
Clare Gilmartin
Single figure (‘000)
£5,651
£2,483
£1,715
£1,568
£588
£920
Annual bonus outcome (% of max)
72.1%
84.7%
89.4%
83.4%
0%
57.6%
PSP vesting (% of max)
88%
45%
0%
n/a
n/a
n/a
1.
The figures for FY2020 are for the ten months from Admission to the end of the financial year.
The graph below compares the Company’s TSR against the FTSE 250 Index excluding investment trusts, of which the Company is a constituent.
Performance, as required by legislation, is measured by TSR over the period from commencement of conditional dealing (21 June 2019) to 28 February 2025.
180
160
140
120
100
80
60
40
20
0
06/2019
02/2020
08/2021
08/2022
08/2023
08/2024
02/2025
08/2020
02/2021
02/2022
02/2023
02/2024
Trainline
FTSE 250 Index
Trainline plc
Annual Report & Accounts 2025
77
Annual report on remuneration
continued
Implementation of the proposed Remuneration Policy in FY2026
Executive Director remuneration in FY2026
A summary of how the Remuneration Policy will be applied to Executive Director
remuneration for FY2026 is set out below.
Base salary
The current Executive Director salaries are set out in the table below. The Committee
determined that the CEO and CFO would receive a 4.0% increase, less than the 4.8% average
increase awarded to the wider workforce.
Executive Director
FY2026
FY2025
Jody Ford
£728,000
£700,000
Pete Wood
£452,109
£434,720
Pension and benefits
For FY2026, the CEO and the CFO will receive pension benefits by way of cash allowances of
5.5% of salary respectively.
Annual bonus
The maximum FY2026 annual bonus opportunities will be 250% and 200% of salary for
the CEO and the CFO, respectively, consisting of Group financial targets (weighted 75% of
maximum) and specific strategic objectives (weighted 25% of maximum). Financial measures
are unchanged from prior year and include Group Net Sales (25%), Group Revenue (25%)
and Group Adjusted EBITDA (25%). Strategic measures are focused on the outcome of
engagement with the UK Government, growth and profitability of the international business,
employee engagement and a sustainability-linked brand measure.
Financial measures will have a four-point performance structure of entry (0% payout), target
(50% payout), stretch (90% payout) and a maximum target (100% payout) requiring delivery
of outperformance above the stretch targets. Strategic measures will be assessed based on
performance between threshold and stretch objectives.
The Company considers the specific performance targets and strategic measures to be
commercially sensitive but intends to disclose them in the FY2026 Annual Report. The
Committee will ensure any payout of the FY2026 annual bonus is consistent with the
stakeholder experience over the period, taking into account perspectives of shareholders,
employees and customers.
Long-term incentive
The CEO and the CFO will receive awards under the PSP comprising an award of 300%
and 250% of salary respectively. Vesting will be based on the measures and targets as
summarised in the table below.
For FY2026, all three measures will be weighted equally. Relative TSR has been retained as a
performance measure given this provides a clear alignment to the shareholder experience.
The reduction in the weighting on relative TSR from 50% to 33% recognises that TSR
performance can be heavily influenced by the uncertainty and volatility in the wider market.
The Committee considered the proposed approach a more balanced assessment of long-
term company performance.
The Committee sets the level of stretch within the targets with reference to internal and
external reference points, taking into account the perceived level of risk included within
internal forecasts. For the FY2026 PSP award, the maximum annual Revenue growth
performance target is lower than the FY2025 equivalent reflecting: the reduction in net
commission rates in the UK of c.25 basis points from April 2025, as per Trainline’s MOU
agreement with RDG announced in March 2022; Transport for London’s phased expansion
of their contactless travel zone; and the ongoing impact upon International Consumer sales
from Google’s changes to its search engine results page. Further information on these factors
is available on page 30.
Revenue and EPS performance will be measured over the three-year period 1 March 2025 to
29 February 2028. For the FY2026 award, TSR performance will be measured over the three-
year vesting period, expected for this award to be early-May 2025 to early-May 2028. It is
anticipated that this approach will apply going forward.
The Committee considers the performance targets to be appropriately stretching. The
Committee does, however, retain the discretion to adjust the final vesting outcome if it does
not consider that this reflects the underlying performance of the business, or the value
created for shareholders.
Measure
Weighting
Performance targets
Threshold
(20% vesting)
Stretch
(80% vesting)
Maximum
(100% vesting)
Relative TSR vs FTSE 250
1
33.3%
Median
75th percentile
80th percentile
Average annual Revenue growth
33.3%
3%
5%
7%
Cumulative EPS
2
33.3%
58.2p
64.6p
69.7p
1. Excluding investment trusts.
2.
The EPS measure is cumulative basic EPS with the impact of share-based payments excluded.
Dividend equivalents will accrue in respect of the awards over the period from the date of
grant to the vesting date.
Trainline plc
Annual Report & Accounts 2025
78
Annual report on remuneration
continued
Percentage change in Directors’ and employees’ remuneration
The table below shows the percentage change in individual Directors’ salary, benefits and annual bonus compared to the average percentage change for all employees of the Group for the
same elements of remuneration. To provide a more accurate percentage change, the remuneration data for FY2020 to FY2021, which represents the ten-month reporting period following our
Listing, has been annualised to a 12-month period.
Salary/fees (FY % change)
Benefits (FY % change)
Annual bonus (FY % change)
FY2025
FY2024
FY2023
FY2022
FY2021
FY2025
FY2024
FY2023
FY2022
FY2021
FY2025
FY2024
FY2023
FY2022
FY2021
Executive Directors
Jody Ford
1
8.3%
6.8%
4.9%
15%
n/a
8.0%
6.6%
4%
12%
n/a
15.5%
1.3%
13%
100%
n/a
Pete Wood
2
4.5%
3.7%
n/a
n/a
n/a
4.3%
0.8%
n/a
n/a
n/a
18.7%
1.7%
n/a
n/a
n/a
Non-executive Directors
Andy Phillipps
3
0%
0%
25%
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Brian McBride
0%
0%
0%
6%
4
53%
4, 5
n/a
n/a
n/a
n/a
(100)%
n/a
n/a
n/a
n/a
n/a
Duncan Tatton-Brown
0%
0%
13%
5%
4
(4)%
4
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Jennifer Duvalier
6
0%
0%
21%
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Marie Lalleman
7
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Rakhi Goss-Custard
8
0%
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Employees
4.8%
13%
5%
8%
6%
10.8%
10%
5%
26%
2%
0.1%
(19)%
24%
100%
(100)%
1.
Joined the Board as COO on 21 September 2020 with a salary of £500,000 and became CEO on 1 March 2021 with a salary of £575,000.
2.
Joined the Board as CFO on 16 December 2022.
3. Joined the Board on 1 January 2021.
4.
In recognition of the uncertainty generated by COVID-19 the Director voluntarily reduced their salary/fee from April 2020 to August 2020.
5.
Brian McBride’s fee as Chair of the Board did not change. The percentage change represents his revised fee following his change in role from Deputy Chair and Senior Independent Non-executive Director to Chair of the Board on 4 November 2020.
6. Joined the Board on 1 October 2020.
7.
Joined the Board on 17 January 2024.
8. Joined the Board on 30 June 2022.
Trainline plc
Annual Report & Accounts 2025
79
Annual report on remuneration
continued
Statement of Directors’ shareholding and share interests (Audited)
The table below shows the beneficial interests of Directors on 28 February 2025 (including the beneficial interests of their spouses, civil partners, children and stepchildren) in the ordinary
shares of the Company, as well as unvested share awards. There have been no changes to the share interests of the continuing Directors between the year end and the date of this report.
Director
Ordinary shares held
at 1 Mar 2024
Ordinary shares held
at 28 Feb 2025
Subject to continued
employment
Unvested and subject to
performance conditions
Shareholding requirement
as % of salary
Current shareholding
as % of salary
1
Shareholding
requirement met?
Executive Directors
Jody Ford
171,975
370,445
227,463
2,677,156
250%
204%
No
Pete Wood
32,793
53,448
42,226
2
1,515,399
250%
47%
No
Non-executive Directors
Andy Phillipps
74,237
74,237
–
–
–
–
–
Brian McBride
93,254
93,254
–
–
–
–
–
Duncan Tatton-Brown
63,981
63,981
–
–
–
–
–
Jennifer Duvalier
4,587
4,587
–
–
–
–
–
Marie Lalleman
0
4,950
–
–
–
–
–
Rakhi Goss-Custard
8,798
8,798
–
–
–
–
–
1.
Calculated using the average share price for the three months up to and including 28 February 2025, being £3.853 per share.
2. Includes SIP Free Share awards.
Executive Director shareholding guidelines
Shareholding guidelines are in place whereby Executive Directors are encouraged to build
and maintain over time a shareholding in the Company with a value equivalent to at least
250% of their base salary.
Executive Directors are subject to a post-employment shareholding guideline. Executive
Directors will normally be expected to maintain a holding of Trainline shares at a level equal
to the lower of the in-post shareholding guideline and the individual’s actual shareholding
for a period of two years from the date the individual ceases to be a Director. The specific
application of this shareholding guideline will be at the Committee’s discretion. The post-
employment guideline will be policed through the holding of vested PSP awards and through
the monitoring of shareholdings by the Company.
The Committee retains the discretion to vary the shareholding guidelines in appropriate
circumstances.
Executive Directors’ service contracts and termination remuneration policy
The Executive Directors have service contracts with an indefinite term, which are terminable
by either the Company or the Executive Director on 12 months’ notice. The service contracts
make provision, at the Board’s discretion, for early termination involving payment of salary,
benefits and pension contributions in lieu of notice. Payment in lieu of notice can be paid
either as a lump sum or in equal monthly instalments over the notice period and will
normally be subject to mitigation. Effective dates of Executive Director service contracts are
21 September 2020 for Jody Ford and 16 December 2022 for Peter Wood and the service
contracts are available for inspection at the Company’s registered office.
Trainline plc
Annual Report & Accounts 2025
80
Annual report on remuneration
continued
Non-executive Director letters of appointment
The Non-executive Directors have letters of appointment, the terms of which recognise that
their appointments are subject to the Company’s Articles of Association and their services are
at the discretion of the shareholders. The appointment letters for the Non-executive Directors
provide that no compensation is payable on termination, other than any accrued fees and
expenses. The table below shows the appointment and expiry dates for the Non-executive
Directors.
Non-executive Director
Effective date of appointment
Expiry of appointment
Andy Phillipps
1 Jan 2021
AGM 2026
Brian McBride
10 Jun 2019
AGM 2025
Duncan Tatton-Brown
10 Jun 2019
AGM 2025
Jennifer Duvalier
1 Oct 2020
AGM 2026
Marie Lalleman
17 Jan 2024
AGM 2026
Rakhi Goss-Custard
30 Jun 2022
AGM 2025
External appointments
We recognise the opportunities and benefits to both the Company and to the Executive
Directors of them serving as Non-executive Directors of other companies. The Executive
Directors are permitted to hold one significant external appointment and are entitled to
retain the fees earned from such appointments. All Directors are required to seek approval
from the Board prior to accepting external appointments.
Non-executive Director fees in FY2026
Non-executive Director fees are determined by the Board within the limit approved by
shareholders in the Articles of Association, with the exception of the Chair of the Board,
whose remuneration is determined by the Committee. No change to fee is planned
for FY2026.
Fee from 1 Mar 2025
Fee at 1 Mar 2024
Basic fee
Company Chair
£265,000
£265,000
Non-executive Director
£60,000
£60,000
Additional fees
Senior Independent Director
£10,000
£10,000
Audit and Risk Committee Chair
£15,000
£15,000
Remuneration Committee Chair
£15,000
£15,000
Committee membership
1
£5,000
£5,000
1.
This fee is not in addition to the Committee Chair fee.
Approved by the Board on 7 May 2025.
Rakhi Goss-Custard
Chair of the Remuneration Committee
7 May 2025
Trainline plc
Annual Report & Accounts 2025
81
Directors’ report
The Board has included certain requirements from the
Companies Act 2006 (the Act) within the Strategic Report,
in accordance with section 414C(11) of the Act, that would
otherwise be required within the Directors’ Report. The
Strategic Report (found on pages 1 to 52) together with this
Directors’ Report (pages 80 to 82), form the management
report for the purposes of the Financial Conduct Authority’s
(FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.8R.
Compliance with the UK Corporate Governance
Code 2018
This Annual Report has been prepared with reference to
the UK Corporate Governance Code 2018 published by
the UK Financial Reporting Council (FRC) in July 2018 (the
‘Governance Code’). During the year the Company applied
the principles and complied with the relevant provisions set
out in the Governance Code. Details demonstrating how
the principles and relevant provisions of the Governance
Code have been applied can be found below in the Directors’
Report and throughout the Corporate Governance Report,
the Board Committee reports and the Strategic Report. The
Corporate Governance Report, the Board Committee reports
and the Strategic Report for their Corporate Governance
disclosures all form part of the Directors’ Report.
The Board and its Committees have monitored progress
towards implementing the amendments in the revised UK
Corporate Governance Code, with the expectation that they
will be implemented in full during FY2026. Details of how the
Company is preparing to comply with the revised code can
be found throughout the Corporate Governance Report and
within the relevant Board Committee reports.
The Financial Reporting Council (FRC) is responsible for the
publication and periodic review of the Governance Code,
which can be found on the FRC website: www.frc.org.uk.
Events after the balance sheet date
In order to optimise capital allocation and create greater
value for shareholders, on 13 March 2025 Trainline plc
formally announced the commencement of a share
buyback programme for up to a maximum consideration
of £75 million.
In April 2025, Trainline plc announced our intention to
acquire Spanish online retailer Trenes.com (subject to
competition authority approval) as another channel in
which to build customer demand.
There have been no other post balance sheet events.
Insurance and indemnities
The Company maintained Directors’ and Officers’ Liability
Insurance cover throughout the period. The Directors are
also able to obtain independent legal advice at the expense
of the Company, as necessary, in their capacity as Directors.
The Company has entered into a deed of indemnity in favour
of each Board member. These deeds of indemnity are still
in force and provide that the Company shall indemnify
the Directors to the fullest extent permitted by law and
the Articles, in respect of all losses arising out of, or in
connection with, the execution of their powers, duties and
responsibilities as Directors of the Company or any of its
subsidiaries. This is in line with current market practice and
helps us attract and retain high-quality, skilled Directors.
Subsidiaries and branches
The Company is the holding company for a group of
subsidiaries (the ‘Group’), whose principal activities are
described in this Annual Report. The Group’s subsidiaries
and their locations are set out in Note 22 to the Financial
Statements. There were no branches of the Company
or its subsidiaries in operation during the financial year.
Disclosure of information to auditors
The Directors who held office at the date of approval of
this Annual Report confirm that, so far as they are each
aware, there is no relevant audit information of which the
Company’s External Auditor is unaware; and each Director
has taken all the steps that he or she ought to have taken as
a Director to make himself or herself aware of any relevant
audit information and to establish that the Company’s
External Auditor is aware of that information.
Diversity and inclusion
Our diversity and inclusion policies support managers
and employees in creating a diverse and inclusive culture
where everyone is welcome. Our policies demonstrate
our commitment to providing equal opportunities to all
employees, irrespective of age, disability, gender, marriage
and civil partnership, pregnancy or maternity, race, religion
or belief, sex or sexual orientation.
Trainline provides equal opportunities to all job applicants
and provides full and fair consideration of applications from
people with disabilities, having regard to their particular
aptitudes and abilities. We assess each candidate based
on their individual skills and qualifications, while also
considering the accommodations that we can reasonably
provide to support their success in the role. For current
employees who become disabled, we make every effort to
provide the necessary training and support to enable them
to continue their employment with us. Our commitment to
equal treatment extends to training, career development and
promotion opportunities, which are offered on an equal basis
as far as possible to both disabled and non-disabled people.
The Directors present their report, together with the audited Financial Statements
for the year ended 28 February 2025.
Trainline plc
Annual Report & Accounts 2025
82
Directors’ report
continued
Articles of Association and powers of the Directors
The Company’s Articles of Association contain the rules
relating to the powers of the Company’s Directors, their
appointment and replacement. The Company’s Articles of
Association may only be amended by special resolution
at a general meeting of the shareholders. Subject to the
Company’s Articles of Association, the Companies Act and
any directions given by special resolution, the business of the
Company will be managed by the Board, which may exercise
all the powers of the Company, whether relating to the
management of the business of the Company or not.
Capital Allocation Policy
Trainline’s primary use of capital is to invest behind its
strategic priorities to drive organic growth and deliver
attractive and sustainable rates of return. The Group may
supplement that with inorganic investment, should it help
accelerate delivery of the Group’s strategic growth priorities.
Trainline will also continue to manage debt leverage,
including retaining a prudent and appropriate level of
liquidity headroom should unforeseen circumstances arise.
Any surplus capital thereafter may be returned to shareholders,
including through the repurchase of Trainline’s shares.
Share capital
Details of the Company’s issued share capital, including
changes during the period, are given in Note 17 to the
Financial Statements. There are no restrictions on voting
rights or the transfer of shares in the Company, and the
Company is not aware of agreements between holders of
securities that result in such restrictions. No shareholder
holds securities carrying special rights with regards to
control of the Company.
At the 2024 AGM, shareholders authorised the Directors to
allot ordinary shares up to an aggregate nominal amount of
£1,560,205 in the capital of the Company. The Directors will
again seek authority from shareholders at the forthcoming
2025 AGM to allot ordinary shares.
Shares held by the Company’s Employee Benefit Trust (the
‘Trust’) rank pari passu with the shares in issue and have no
special rights. Voting rights and rights of acceptance of any
offer relating to the shares held in the Trust rest with the
trustees, who may take account of any recommendation
from the Company.
Reduction of share premium
The cancellation of the amount standing to the credit of the
Company’s share premium account in full was approved by
shareholders at the 21 November 2023 General Meeting,
and was formally approved by the High Court of Justice
on 19 December 2023. The cancellation created additional
distributable reserves of £1,199 million.
Purchase of own shares
The Company was authorised by shareholders at the 2023
AGM to purchase its own shares in the market up to a
maximum of 10% of its issued share capital. This authority
expired at the conclusion of the 2024 AGM. The Company
renewed its authority at the 2024 AGM, within the limits
set out in the notice of that meeting, and in line with the
recommendations of the Pre-emption Group.
The Company continued the share buyback programme that
commenced on 14 September 2023 and commenced a new
share buyback programme on 3 May 2024. A total of 25.6
million shares (FY2024: 9.7 million shares) with a nominal
value of £256k (FY2024: £96k) were purchased in the financial
year ending 28 February 2025, being 6% (FY2024: 2%) of
the shares in issue at the time the authority was granted.
The average price paid was £3.47 (FY2024: £2.87) with a
total consideration paid (excluding costs) of £88.8 million
(FY2024: £27.7 million). All ordinary shares purchased under
the programme were cancelled. No shares were held in
treasury during the year.
The Company continued the share buyback programme that
commenced on 3 May 2024 and commenced a new share
buyback programme on 13 March 2025.
The Company intends to renew the authority to purchase
its own shares in the market, up to a maximum of 10% of
its issued share capital, at the 2025 AGM.
Substantial shareholdings
The Company has been notified under Rule 5 of the
Disclosure Guidance and Transparency Rules of the following
interests in voting rights in its shares. Interests disclosed to
the Company that have occurred since the date of this report
can be found on the Group’s Investor Relations website or via
the Regulatory News Service.
% of total voting
rights as at
28 Feb 2025
% of total voting
rights as at the
signing date of
this report
Invesco Ltd
10.00%
10.00%
Baillie Gifford
9.94%
9.94%
Blackrock Inc
5.69%
5.69%
JPMorgan Asset
Management (UK) Limited
5.61%
5.72%
FIL Limited
5.44%
12.27%
Tax transparency
Trainline is committed to being a responsible taxpayer
acting in a transparent manner. Our detailed tax strategy,
which can be found at investors.thetrainline.com, provides
further information on our approach to risk management
and governance.
Trainline plc
Annual Report & Accounts 2025
83
Directors’ report
continued
Significant agreements
Convertible Bonds, due January 2026, listed on the
unregulated open market of the Frankfurt Stock
Exchange (‘Freiverkehr’)
The Company issued £150 million of senior unsecured
Convertible Bonds (the ‘Bonds’) on 7 January 2021, that
will come due in January 2026. The net proceeds of the
Bonds are used to provide liquidity and flexibility to invest
in possible future growth opportunities. The Bonds were
issued at par and carry a coupon of 1.0% per annum payable
semi-annually in arrears in equal instalments on 14 January
and 14 July in each year, with the first interest payment
date being 14 July 2021. The Bonds will be convertible into
ordinary shares of the Issuer (the ‘Ordinary Shares’).
The initial conversion price shall be £6.6671, representing a
premium of 50% above the reference share price of £4.4447,
being the volume weighted average price (the ‘VWAP’) of an
Ordinary Share on the London Stock Exchange on 7 January
2021. The conversion price will be subject to adjustment in
certain circumstances in line with market practice. Unless
previously redeemed, or purchased and cancelled, the
Bonds will be convertible at the option of the bondholders
on any day during the conversion period. The Company has
the option to redeem all, but not some only, of the Bonds
on or after 4 February 2024, at par plus accrued interest, if
the parity value (as described in the Terms and Conditions
relating to the Bonds) on each of at least 20 dealing days in
a period of 30 consecutive dealing days exceeds £130,000
(130%). The Company also has the option to redeem all
outstanding Bonds, at par plus accrued interest, at any
time if 85% or more of the principal amount of the Bonds
shall have been previously converted or repurchased and
cancelled. £82.7 million in aggregate principal amount of
the Bonds remains outstanding.
Following a change of control of the Company, the holder of
each of the Bonds will have the right to require the Company
to redeem that Bond at its principal amount, together
with the accrued and unpaid interest, or the bondholders
may exercise their conversion right using the formula as
described in the Terms and Conditions relating to the Bonds.
Political and charitable donations
The Group did not make any political donations (FY2024:
£nil) or incur any political expenditure during the year
(FY2024: £nil). During the year, the Company made charitable
donations totalling £26,685 (FY2024: £16,554) in addition
to charitable donations via matched funding under the
reporting threshold to support the charitable fundraising
efforts of our People.
Going concern
The UK Corporate Governance Code 2018 requires the
Board to assess and report on the prospects of the Group
and whether the business is a going concern. In considering
this requirement, the Directors have taken into account the
Group’s forecast cash flows, liquidity, borrowing facilities and
related covenant requirements, including the next covenant
tests on 31 August 2025 and 28 February 2026, and the
expected operational activities of the Group. The Company’s
convertible bonds are due to be repaid in January 2026. This
has also been factored into Management’s going concern
assessment, and considered this as part of the forecasts
and assessment of forthcoming covenant tests. Having
due regard to these matters and after making appropriate
enquiries, the Directors have a reasonable expectation
that the Group and the Company have adequate resources
to remain in operation until at least 12 months after the
approval of these Financial Statements. The Board has
therefore continued to adopt the going concern basis in
preparing the Consolidated Financial Statements. Further
details are set out in Note 1 to the Financial Statements.
Information relevant to the
Directors’ Report reference table
Information
Page
Directors of the Company during the
financial year
57 to 58
Financial instruments and financial
risk management
130 to 132
Likely future developments
3 to 36
Research and development
20 to 25
Engagement with employees
51
Engagement with suppliers, customers
and others in a business relationship
with the Company
50 to 51
Details of long-term incentive schemes
72 to 74
Engagement with other stakeholders
50 to 51
Directors’ interests in shares
79
Statement of capitalised interest
108
Sustainability, TCFD, energy and
greenhouse gas reporting
18 to 19, 43 to 47
The Directors’ Report, which has been prepared in
accordance with the requirements of the Companies Act
2006, has been approved by the Board and signed on its
behalf by:
Martin McIntyre
Company Secretary
7 May 2025
Trainline plc
Annual Report & Accounts 2025
84
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual
Report and Accounts and the Financial Statements in
accordance with applicable law and regulation.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the
Directors have prepared the Group Financial Statements
in accordance with UK-adopted International Accounting
Standards and the Parent Company Financial Statements
in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 ‘Reduced Disclosure Framework’, and
applicable law).
Under company law, directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and
Parent Company and of the profit or loss of the Group for
that period. In preparing the Group and Parent Company
Financial Statements, the Directors are required to:
•
select suitable accounting policies and then apply
them consistently;
•
state whether applicable UK-adopted International
Accounting Standards have been followed for the Group
financial statements and United Kingdom Accounting
Standards, comprising FRS 101, have been followed for
the Parent Company financial statements, subject to
any material departures disclosed and explained in the
financial statements;
•
make judgements and accounting estimates that are
reasonable and prudent; and
•
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and Parent Company will continue in business.
The Directors are responsible for safeguarding the assets
of the Group and Parent Company and hence for taking
reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s and Parent Company’s transactions and disclose
with reasonable accuracy at any time the financial position
of the Group and Parent Company and enable them to
ensure that the Financial Statements and the Directors’
Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and
integrity of the Company’s website. Legislation in the United
Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in
other jurisdictions.
Directors’ confirmations
Each of the Directors, whose names and functions are listed
in Annual Report and Accounts, confirm that, to the best of
their knowledge:
•
the Group Financial Statements, which have been
prepared in accordance with UK-adopted International
Accounting Standards, give a true and fair view of
the assets, liabilities, financial position and profit of
the Group;
•
the Parent Company Financial Statements, which have
been prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 101, give a true
and fair view of the assets, liabilities and financial position
of the Company; and
•
the Strategic Report includes a fair review of the
development and performance of the business and the
position of the Group and Parent Company, together with
a description of the principal risks and uncertainties that
it faces.
Peter Wood
Chief Financial Officer
7 May 2025
Statement of Directors’ responsibilities in respect of the Annual Report
and the Financial Statements.
Trainline plc
Annual Report & Accounts 2025
85
Financial Statements
Financial
Statements
86
Independent auditors’ report
98
Consolidated income statement
98
Consolidated statement of
comprehensive income
99
Consolidated balance sheet
100
Consolidated statement
of changes in equity
101
Consolidated statement
of cash flow
102
Notes to the Group Financial
Statements
135
Alternative performance measures
137
Parent Company balance sheet
138
Parent Company statement of
changes in equity
139
Notes to the Parent Company
Financial Statements
Trainline plc
Annual Report & Accounts 2025
86
Financial Statements
Independent auditors’ report to the members of Trainline plc
Report on the audit of the Financial Statements
Independent auditors’ report to the members of Trainline plc
Report on the audit of the financial statements
Opinion
In our opinion:
•
Trainline plc’s Group 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 28 February 2025 and of the Group’s profit and
the Group’s cash flows for the year then ended;
•
the Group financial statements have been properly prepared in accordance with UK-
adopted international accounting standards as applied in accordance with the
provisions of the Companies Act 2006;
•
the Parent Company financial statements have been properly prepared in accordance
with United Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and
applicable law); and
•
the financial statements have been prepared in accordance with the requirements of
the Companies Act 2006.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
We have audited the Financial Statements, included within the Annual Report & Accounts
2025 (the “Annual Report”), which comprise:
•
Consolidated and Parent Company balance sheet as at 28 February 2025;
•
Consolidated income statement,
•
Consolidated statement of comprehensive income,
•
Consolidated and Parent Company statement of changes in equity,
•
Consolidated statement of cash flow for the year then ended; and
•
the notes to the Financial Statements, comprising material accounting policy
information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the
Auditors’ 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.
Independence and appointment
We remained independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical
Standard, as applicable to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by
the FRC’s Ethical Standard were not provided.
Other than those disclosed in the Report of the Audit and Risk Committee, we have
provided no non-audit services to the Parent Company or its controlled undertakings in the
period under audit.
Following the recommendation of the Audit and Risk Committee, we were appointed by the
members on 8 September 2021 to audit the financial statements for the year ended 28
February 2022 and subsequent financial periods. The period of total uninterrupted
engagement is four years, covering the years ended 28 February 2022 to 28 February
2025.
Timeline of engagement
Appointed
8 Sept
2021
28 Feb
2022
28 Feb
2025
Period of total uninterrupted engagement (years)
First
year-end
Current
year-end
28 Feb
2023
1
2
4
3
29 Feb
2024
Trainline plc
Annual Report & Accounts 2025
87
Financial Statements
continued
Independent auditors’ report to the members of Trainline plc
continued
Report on the audit of the Financial Statements
Our audit approach
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Recoverability of international consumer goodwill (Group)
Year on year:
Consistent
Inappropriate capitalisation of intangibles (Group)
Year on year:
Consistent
Recoverability of investments in subsidiary undertakings
(Parent Company)
Year on year:
Consistent
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Recoverability of international consumer goodwill (Group)
Background:
The relevant disclosures have been made in note 10 of the Consolidated Financial
Statements.
The Group holds a significant amount of international goodwill (£64.9m) on the balance sheet.
This goodwill primarily arose from the acquisition of Capitaine Train SAS (now Trainline SAS),
with a small contribution from the acquisition of Trainline.com. The carrying value of
international goodwill is dependent on the overall valuation of the international consumer
businesses, based on forecast discounted cash flows to determine a value in use. This
business is in a growth phase incurring losses as it establishes itself in the market.
In accordance with IAS 36 - Impairment of assets, management performs an annual
impairment assessment to determine whether an impairment of the carrying value of
international goodwill is required. In the current year this assessment has been performed
which has concluded that no impairment is required.
The impairment assessment includes the following estimates:
•
The 3 year Board approved forecast cash flows extrapolated for a further 2 years including
the estimated growth rates for Net Ticket Sales (‘NTS’), Revenue and EBITDA;
•
The growth rate to extrapolate forecasts beyond the 5 year forecast; and
Procedures performed:
Management has performed the impairment assessment at a cash generating unit (CGU)
level, with the international consumer businesses being treated as a separate CGU. We have
obtained an understanding of the goodwill impairment assessment process and evaluated the
design and implementation of management’s controls. We did not note any significant
deficiency in the internal controls assessed, however determined not to rely on these controls
as part of our audit response.
We critically challenged the assumptions made by management and sought to obtain evidence
which contradicts or corroborates these. We have applied professional scepticism throughout
and considered whether there is evidence of management bias applied to the assumptions.
We have performed the following procedures over the value in use model which supports the
impairment assessment:
We evaluated management’s future cash flow forecasts by obtaining the model prepared by
management and:
•
Tested the mathematical accuracy and integrity of the model;
•
Agreed the amounts used in the model to the Board approved forecasts;
Trainline plc
Annual Report & Accounts 2025
88
Financial Statements
continued
Independent auditors’ report to the members of Trainline plc
continued
Report on the audit of the Financial Statements
•
The discount rate applied to the future cash flows.
These matters are complex and involve a high degree of estimation which means future
performance of the business could vary significantly.
Accordingly, our audit devoted significant resources to assessing the validity of the model used
by the directors and obtaining evidence to inform our view on the reasonableness of the
assumptions and disclosures that the directors have made.
•
Assessed the reliability of cash flow forecasts by comparing past performance to previous
forecasts;
•
Identified key assumptions and inputs within the model, which mainly comprise of the
following:
o
Annual growth in NTS and Revenue: We compared management’s assumptions to
industry benchmarks including current market share data and implicit forecast market
share data based on internally forecast growth projections.
o
Gross margin forecast: We compared this assumption to historical margins and
understood the reason for any significant differences.
o
EBITDA forecast: We considered forecast costs that have a significant impact on
EBITDA, principally marketing expenses, and compared management’s assumptions
to historical trends.
o
Long term growth rate: Our expert reviewed the rate used to ensure that it was within
our expected range.
o
Discount rates: Our expert reviewed the discount rates to assess whether
management’s rates were within our expected range. The discount rate used fell
outside of our expected range, however we were able to conclude, through performing
sensitivity analysis, that this did not result in any risk of impairment.
In addition to these specific procedures, we have also performed a stand back assessment to
determine whether our conclusions are appropriate. The stand back assessment included the
below:
•
Evaluated the sensitivity of the outcomes to reasonably possible changes to the key
assumptions. This included assessment of whether the Group’s disclosures about the
sensitivity of the outcomes were reflective of the risks and uncertainties surrounding the
valuation of international goodwill.
•
Considered events subsequent to the year-end date to identify any factors the Group had
not considered which indicated that an impairment trigger existed at the year-end that
would require an updated impairment assessment.
Observations
Based on the results of the procedures described above, we concur with the directors' assessment that no impairment is required. We have assessed the related disclosures in the
Consolidated Financial Statements, including significant estimates and the sensitivities provided, and consider them to be materially appropriate.
Specialists
and experts
Benchmarking
Trainline plc
Annual Report & Accounts 2025
89
Financial Statements
continued
Independent auditors’ report to the members of Trainline plc
continued
Report on the audit of the Financial Statements
Inappropriate capitalisation of intangibles (Group)
Background:
The relevant disclosures have been made in note 10 of the Consolidated Financial
Statements.
The Group has significant capital expenditure on intangibles (FY25: £40.3m, FY24: £38.8m),
which gives rise to a risk that the costs are inappropriately capitalised. The vast majority of the
expenditure in the year was on software development, most of which comprises internal spend
on employees through payroll and payroll-related costs.
The risk arises due to the magnitude of costs capitalised and the judgement required in
determining whether internal employee costs meet the requirements of IAS 38 for
capitalisation. Further, there could be considered an incentive to capitalise costs which do not
meet the criteria of IAS 38 - Intangible Assets, by posting fraudulent manual journal entries, in
order to improve adjusted EBITDA, being a key performance indicator for the business.
Procedures performed:
We have performed the following procedures to gain sufficient appropriate evidence over
capitalisation of intangible software additions:
•
We have obtained an understanding of the capitalisation of intangibles process and
evaluated the design and implementation of management’s controls. We did not note any
significant deficiency in the internal controls assessed, however we determined we would
not place reliance on these controls as part of our audit response.
•
Performed testing over additions through to underlying evidence to ensure that the amount
capitalised accurately reflects a cost incurred by the business and meets the capitalisation
criteria of IAS 38. This included discussions with the Group software developers to
understand the nature of the assets being capitalised.
•
Understood the expected transaction flow for capitalised additions and performed journals
testing for transactions that do not follow this expected flow.
Discussions with
software developers
Observations
Based on the results of the procedures described above we did not find any material exceptions. We have assessed the related disclosures in the Consolidated Financial Statements and
consider them to be materially appropriate.
Recoverability of investments in subsidiary undertakings (Parent Company)
Background:
The relevant disclosures have been made in note 3 of the Parent Company
Financial
Statements.
The Parent Company holds a significant investment in its subsidiary undertaking (£1,892m). In
accordance with FRS 101, this asset is subject to impairment testing when a triggering event
or change in circumstances indicates that the carrying value may not be recoverable.
The carrying value of the investment is dependent on the overall valuation of the Group,
based on the higher of the forecast discounted cash flows from the subsidiary companies to
which the investment relates, or the fair value of the Group less the costs of disposal.
As at 28 February 2025, the carrying value of the investment was higher than the market
capitalisation of the Group, and as such management considered this to be a triggering event
therefore requiring an impairment review. Management determined the fair value less costs of
Procedures performed:
We have performed the following procedures to assess the recoverability of the investment in
the subsidiary undertaking:
We have obtained an understanding of the impairment assessment process and evaluated the
design and implementation of management’s controls. We did not note any significant
deficiency in the internal controls assessed, however we determined not to rely on these
controls as part of our audit response.
We evaluated management’s assessment of whether any indication of impairment existed,
and confirmed that there was an impairment indicator by comparing the carrying value of the
investment in the subsidiary undertaking to the market capitalisation of the Group as at 28
February 2025.
Trainline plc
Annual Report & Accounts 2025
90
Financial Statements
continued
Independent auditors’ report to the members of Trainline plc
continued
Report on the audit of the Financial Statements
disposal basis to be higher than the value in use and hence compared this to the carrying
value of the investment. No impairment charge has been recorded against the Parent
Company’s investment in subsidiary undertakings in the current year.
In order to assess whether an impairment was required, we have tested management’s
calculation of the fair value less costs of disposal of the investment by performing the following
procedures:
1)
Evaluated the appropriateness of management’s assumptions and methodologies used
in determining the fair value less costs of disposal as the recoverable amount, including
comparisons against external market data and industry benchmarks.
2)
Assessed changes to the share price during the year and subsequent to the year-end
date.
3)
Our expert reviewed the principal assumption related to the control premium to ensure it
was within our expected range. We challenged management to ensure that the sensitivity
of this assumption is appropriately reflected within the disclosures made within the
accounts and consider the disclosure to be in line with the requirements of FRS 101.
In addition to these specific procedures, we also performed the following stand back
assessments to determine whether the conclusion of our findings was appropriate:
1)
Reviewed management's value in use model (which has also been used for assessing
the recoverability of goodwill) to ensure that the model results are consistent with the
work performed over fair value less costs of disposal.
2)
Considered events during the year and subsequent to the year-end date to identify any
other factors that might indicate an increased risk of impairment in Trainline plc's
investment, including inquiries with management and engagement with our experts on
the expected impact and timeline of Great British Railways.
3)
Reviewed an external valuation of the Parent Company that has been prepared by a third
party for management and Board of directors.
4)
Reviewed brokers' reports to ensure that their analysis and forecasts are consistent with
management's model.
Observations
Based on the results of the procedures described above, we concur with the directors' assessment that no impairment is required. We have assessed the related disclosures in the Parent
Company Financial Statements and consider them to be materially appropriate.
-----------------------------------------------------------------------------------------------------------------------------
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Specialists
and experts
Benchmarking
Trainline plc
Annual Report & Accounts 2025
91
Financial Statements
continued
Independent auditors’ report to the members of Trainline plc
continued
Report on the audit of the Financial Statements
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give
an opinion on the financial statements as a whole, taking into account the structure of the
Group and the Parent Company, the accounting processes and controls, and the industry in
which they operate.
The Group’s accounting process is structured around a Group finance function located across
London and Edinburgh, who maintain accounting records and controls for the majority of the
Group, and a local finance function at the Group's reporting unit in France.
In establishing the overall Group audit strategy and plan, we determined whether for each
legal entity within the Group we required an audit of its complete financial information (‘full
scope audit’), or whether specific audit procedures to address a certain risk characteristic or
financial statement line item would be sufficient. We consider the main trading entity of the
Group, Trainline.com Limited, to be financially significant and therefore we have performed a
full scope audit over this entity. In addition, we have performed a full scope audit over Trainline
plc, the Parent Company. We determined that specific audit procedures over certain account
balances were required in a further two legal entities to address specific risk characteristics
and provide sufficient overall Group coverage. In addition to procedures performed on specific
reporting entities, work was performed over the consolidation, including consolidation entries
relating to equity and goodwill, and over financial statement disclosures.
All work was undertaken by the Group team, with procedures over all in-scope financial
statement line items, including complex and judgemental areas prepared by the head office
finance function, to provide sufficient overall Group coverage.
We used data audit testing, where possible, to obtain more audit evidence than would have
been obtained from sample based substantive testing. We were able to use these techniques
as part of our audit of commission fee income from UK rail ticket sales, certain elements of
international commissions and to select journal entries for testing.
The Group team also performed audit procedures over the Company's financial position and
results.
In addition, the Group audit team evaluated any large balances from the out-of-scope
components, assessing their likelihood of a material misstatement. Those not subject to review
procedures were individually, and in aggregate, immaterial. This gave us the evidence we
needed for our opinion on the financial statements as a whole.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to
determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group
Parent Company
Overall
materiality
£4.40m
FY24
£3.96m
£21.31m
FY24
£18.90m
How we
determined it
1%
of the total Group revenue
1%
of the total parent company assets
In aggregate, our audit
procedures covered:
of Group revenue
of Group profit before tax
of Group total assets
100%
88%
91%
Trainline plc
Annual Report & Accounts 2025
92
Financial Statements
continued
Independent auditors’ report to the members of Trainline plc
continued
Report on the audit of the Financial Statements
Rationale for
benchmark applied
Based on the benchmarks used in the Annual Report, revenue is one
of the financial statement line items of key focus for investors and
management. We have used revenue as a benchmark for materiality,
which is consistent with the prior year. By adopting this approach we
have applied a level of materiality that is appropriate to the underlying
nature of the business.
We believe that total assets is the primary measure used by the
shareholders in assessing the performance and position of the entity and
reflects the Company's principal activity as a holding Company.
Performance
materiality
£3.30m
FY24
£2.97m
£15.98m
FY24
£14.18m
How we
determined it
75%
of overall materiality
75%
of overall materiality
Level above which
we report to the
Audit Committee
£220,000
FY24
£198,000
£1,070,000
FY24
£945,000
We agreed we would also report misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Range of
materiality across
components
£1.50m
£4.18m
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and
concluded that an amount in the middle of our normal range was appropriate.
The impact of climate risk on our audit
In considering the impact of climate risk on our audit, we:
Made enquiries of management to understand the extent of the potential impact of
climate risk on the Group’s Financial Statements; and
Remained alert when performing our audit procedures for any indicators of
the impact of climate risk. For example, we challenged management on the
impact of any climate related risks when performing our procedures over the
Group and CGU cash flow forecasts, ultimately concurring with management
that this is not a material risk.
Our procedures did not identify any material impact of climate risk on the Group’s and Company’s financial statements.
Trainline plc
Annual Report & Accounts 2025
93
Financial Statements
continued
Independent auditors’ report to the members of Trainline plc
continued
Report on the audit of the Financial Statements
Our ability to detect irregularities, including fraud, and our response
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of
non-compliance with laws and regulations related to legal and governance requirements of
Trainline operating as a publicly listed Company, and we considered the extent to which non-
compliance might have a material effect on the financial statements. We also considered those
laws and regulations that have a direct impact on the financial statements such as the
Companies Act 2006, UK Corporate Governance Code, UK tax legislation as applicable to the
Group and specific rail industry licence regulations. We evaluated management’s incentives and
opportunities for fraudulent manipulation of the financial statements (including the risk of override
of controls), and determined that the principal risks were related to manipulation of the Financial
Statements to overstate revenue through the posting of inappropriate journal entries, or EBITDA
through inappropriately capitalising costs to intangibles or through manipulation of accounting
estimates.
Audit procedures performed by the engagement team included:
Identifying and testing of journal entries based on our risk assessment criteria, in
particular any journals with unusual account combinations which inflate revenue
or EBITDA;
Evaluating the design and implementation of controls over journal entries;
Reviewing Board minutes throughout the financial year and post year end to
identify any unusual items such as suspicious activity, non-compliance, breaches
of laws or potential litigation;
Review of Financial Statements disclosures for compliance with Companies Act
2006;
Assessing compliance with the tax legislation through our audit work over the
payroll, VAT and corporation tax;
Performing enquiries of the Directors, management and legal counsel and
inspection of regulatory and legal correspondence;
Incorporating unpredictability into our audit plan;
Performing testing over the intangible asset additions in the period to ensure that
there is no evidence of inappropriately capitalised costs; and
Challenging assumptions made by management in determining critical
accounting estimates and judgements. This has included testing critical
accounting estimates and judgements to supporting documentation, considering
alternative information where available.
There are inherent limitations in the audit procedures described above. We are less likely to
become aware of instances of non-compliance with laws and regulations that are not closely
related to events and transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and
balances, possibly using data auditing techniques. However, it typically involves selecting a
limited number of items for testing, rather than testing complete populations. We will often
seek to target particular items for testing based on their size or risk characteristics. In other
cases, we will use audit sampling to enable us to draw a conclusion about the population
from which the sample is selected.
Trainline plc
Annual Report & Accounts 2025
94
Financial Statements
continued
Independent auditors’ report to the members of Trainline plc
continued
Report on the audit of the Financial Statements
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group's and the Parent Company’s ability to continue to adopt the going concern basis of accounting included:
Obtaining from management their assessment which supports the Board’s
conclusions with respect to going concern basis of preparation of the Financial
Statements;
Testing the mathematical accuracy of the cashflow forecast models and considered
the basis for the forecasts by reference to historical performance of the Group;
Identifying the key assumptions applied in the base case scenario, which comprises
growth in Net ticket sales and the associated Revenue and Cost of sales growth.
We evaluated these key assumptions by:
•
Comparing management’s assumptions to external factors including market
trends and Trainline's market share.
•
Comparing gross margin forecasts to historical margins.
•
Identifying and assessing management's alternate downside scenarios, and
considering whether these were appropriately severe but plausible scenarios,
particularly in the light of the uncertainty surrounding the UK rail reform and
current macroeconomic pressures.
•
Considering the availability of additional mitigating actions, in particular
assessing the reasonableness of potential mitigating actions based on historical
execution and feasibility.
Assessing the appropriateness of the downside scenarios including their
severity and performing stress testing over these;
Examining the debt agreements in place to understand the terms and
conditions of these borrowings, including associated covenants so as to
ensure these were appropriately considered in management’s going concern
assessment;
Confirming current borrowings to third party evidence as at 28 February 2025
and considered the Group’s available financing and maturity profile;
Assessing the completeness of the going concern disclosures in the Annual
Report and Accounts 2025; and
Assessing the reliability of the cash flow forecasts by comparing actual
performance to forecasts, specifically performing look back testing over the
results of FY23, FY24 and FY25.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt on
the Group's and the Parent Company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a
guarantee as to the Group's and the Parent Company's ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’
statement in the financial statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Trainline plc
Annual Report & Accounts 2025
95
Financial Statements
continued
Independent auditors’ report to the members of Trainline plc
continued
Report on the audit of the Financial Statements
Reporting on other information
The other information comprises all of the information in the Annual Report other than the
financial statements and our auditors’ report thereon. The directors are responsible for the
other information. Our opinion on the financial statements does not cover the other information
and, accordingly, we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material
misstatement of the financial statements or a material misstatement of the other information. If,
based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report based on
these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the
disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us
also to report certain opinions and matters as described below.
Strategic report and Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given
in the Strategic report and Directors’ report for the year ended 28 February 2025 is consistent
with the financial statements and has been prepared in accordance with applicable legal
requirements.
In light of the knowledge and understanding of the Group and Parent Company and their
environment obtained in the course of the audit, we did not identify any material misstatements
in the Strategic report and Directors’ report.
Directors' Remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern,
longer-term viability and that part of the corporate governance statement relating to the
Parent Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review. Our additional responsibilities with respect to the corporate
governance statement as other information are described in the Reporting on other
information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement, included within the Directors'
report is materially consistent with the financial statements and our knowledge obtained
during the audit, and we have nothing material to add or draw attention to in relation to:
•
The directors’ confirmation that they have carried out a robust assessment of the emerging
and principal risks;
•
The disclosures in the Annual Report that describe those principal risks, what procedures
are in place to identify emerging risks and an explanation of how these are being
managed or mitigated;
•
The directors’ statement in the financial statements about whether they considered it
appropriate to adopt the going concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s and Parent Company’s ability to
continue to do so over a period of at least twelve months from the date of approval of the
financial statements;
•
The directors’ explanation as to their assessment of the Group's and Parent Company’s
prospects, the period this assessment covers and why the period is appropriate; and
•
The directors’ statement as to whether they have a reasonable expectation that the Parent
Company will be able to continue in operation and meet its liabilities as they fall due over
the period of its assessment, including any related disclosures drawing attention to any
necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group and
Parent Company was substantially less in scope than an audit and only consisted of making
inquiries and considering the directors’ process supporting their statement; checking that the
statement is in alignment with the relevant provisions of the UK Corporate Governance Code;
and considering whether the statement is consistent with the financial statements and our
knowledge and understanding of the Group and Parent Company and their environment
obtained in the course of the audit.
Trainline plc
Annual Report & Accounts 2025
96
Financial Statements
continued
Independent auditors’ report to the members of Trainline plc
continued
Report on the audit of the Financial Statements
In addition, based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the corporate governance statement is materially consistent with
the financial statements and our knowledge obtained during the audit:
•
The directors’ statement that they consider the Annual Report, taken as a whole, is fair,
balanced and understandable, and provides the information necessary for the members to
assess the Group’s and Parent Company's position, performance, business model and
strategy;
•
The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems; and
•
The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’
statement relating to the Parent Company’s compliance with the Code does not properly
disclose a departure from a relevant provision of the Code specified under the Listing Rules
for review by the auditors.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' responsibilities, the directors are
responsible for the preparation of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair view. The directors are also
responsible for such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s
and the Parent Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or the Parent Company or to cease operations,
or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of the Financial
Statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities
This description forms part of our
auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Parent Company’s
members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and
for no other purpose. We do not, in giving these opinions, accept or assume responsibility for
any other purpose or to any other person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent in writing.
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Trainline plc
Annual Report & Accounts 2025
97
Financial Statements
continued
Independent auditors’ report to the members of Trainline plc
continued
Report on the audit of the Financial Statements
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not obtained all the information and explanations we require for our audit; or
•
adequate accounting records have not been kept by the Parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
the Parent Company financial statements and the part of the Directors’ remuneration
report to be audited are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Other matter
The Parent Company is required by the Financial Conduct Authority Disclosure Guidance and
Transparency Rules to include these financial statements in an annual financial report
prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on
the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report
provides no assurance over whether the structured digital format annual financial report has
been prepared in accordance with those requirements.
Jaskamal Sarai (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Reading
7 May 2025
Trainline plc
Annual Report & Accounts 2025
98
Financial Statements
continued
Notes
2025
£’000
2024
£’000
Continuing operations
Net ticket sales
1
5,907,443
5,295,072
Revenue
3
Cost of sales
(89,782 )
(91,433 )
Gross profit
Administrative expenses
(266,735 )
(249,706 )
Adjusted EBITDA
1
159,135
122,133
Exceptional items
4
(8,945 )
(2,263 )
Depreciation and amortisation
10,11
(43,167 )
(41,662 )
Share-based payment charges
16
(21,445 )
(22,629 )
Operating profit
Finance income
7
Finance costs
7
(8,692 )
(10,209 )
Net finance costs
7
(4,693 )
(7,464 )
Profit before tax
Income tax expense
8
(22,537 )
(14,129 )
Profit after tax
Earnings per share (pence)
Basic earnings per ordinary share
9
Diluted earnings per ordinary share
9
1. Non-GAAP measure (unaudited) – see alternative performance measures section on page 135.
The notes on pages 102 to 134 form part of the Financial Statements.
Notes
2025
£’000
2024
£’000
Profit after tax
Items that may be reclassified to the income
statement:
Re-measurements of defined benefit liability
18
Foreign exchange movement
(947 )
(1,096 )
Other comprehensive (loss), net of tax
(934 )
(1,079 )
Total comprehensive income
The notes on pages 102 to 134 form part of the Financial Statements.
Consolidated income statement
For the year ended 28 February 2025
Consolidated statement of comprehensive income
For the year ended 28 February 2025
Trainline plc
Annual Report & Accounts 2025
99
Financial Statements
continued
Notes
2025
£’000
2024
£’000
Non-current assets
Intangible assets
10
Goodwill
10
Property, plant and equipment
11
Deferred tax asset
8
Current assets
Cash and cash equivalents
Trade and other receivables
12
Current tax receivable
8
Current liabilities
Trade and other payables
13
(217,973 )
(212,766 )
Loans and borrowings
14
(83,030 )
(841 )
Lease liabilities
14
(4,345 )
(4,992 )
Current tax payable
8
(3,201 )
(305,348 )
(221,800 )
Net current liabilities
(160,432 )
(71,545 )
Notes
2025
£’000
2024
£’000
Total assets less current liabilities
Non-current liabilities
Loans and borrowings
14
(68,100 )
(139,944 )
Lease liabilities
14
(3,107 )
(7,336 )
Provisions
15
(952 )
(837 )
(72,159 )
(148,117 )
Net assets
Equity
Share capital
17
Share premium
17
Foreign exchange reserve
17
Other reserves
17
(1,110,474 )
(1,112,724 )
Retained earnings
17
Total equity
The notes on pages 102 to 134 form part of the Financial Statements.
The Financial Statements on pages 98 to 134 were approved by the Board of Directors of
Trainline plc (registered number 11961132) on 7 May 2025 and were signed on its behalf by:
Jody Ford
Peter Wood
Chief Executive Officer
Chief Financial Officer
7 May 2025
7 May 2025
Consolidated balance sheet
At 28 February 2025
Trainline plc
Annual Report & Accounts 2025
100
Financial Statements
continued
Notes
Share capital
£’000
Share premium
£’000
Other reserves
£’000
Foreign exchange reserve
£’000
Retained earnings
£’000
Total equity
£’000
Balance as at 1 March 2024
(1,112,724 )
Profit after tax
Other comprehensive (loss)/income
(947 )
(934 )
Acquisition of Treasury Shares
17
(17,143 )
(17,143 )
Share-based payment charges
1
16
Purchase of own shares for cancellation
17
(255 )
(89,348 )
(89,348 )
Transfer between reserves
1
17
(670 )
Balance as at 28 February 2025
(1,110,474 )
For the year ended 29 February 2024
Notes
Share capital
£’000
Share premium
£’000
Other reserves
£’000
Foreign exchange reserve
£’000
Retained earnings
£’000
Total equity
£’000
Balance as at 1 March 2023
(1,128,978 )
Profit after tax
Other comprehensive (loss)/income
(1,096 )
(1,079 )
Acquisition of Treasury Shares
17
(7,500 )
(7,500 )
Share-based payment charges
1
16
Purchase of own shares for cancellation
17
(97 )
(27,858 )
(27,858 )
Capital Reduction
17
(1,198,703 )
Transfer between reserves
1
17
(166 )
Balance as at 29 February 2024
(1,112,724 )
1.
Share-based payment charges noted here are net of tax, share issues and NI charge. Transfer between reserves relates to the difference between the share price at grant date of the exercised shares and the actual cost of the
treasury shares purchased to fulfil the share-based payment.
The notes on pages 102 to 134 form part of the Financial Statements.
Consolidated statement of changes in equity
For the year ended 28 February 2025
Trainline plc
Annual Report & Accounts 2025
101
Financial Statements
continued
Notes
2025
£’000
2024
£’000
Cash flows from operating activities
Profit before tax
Adjustments for:
Depreciation and amortisation
10,11
Write-off of assets
Net finance costs
7
Share-based payment charges
16
Non-cash exceptionals
Changes in working capital:
Trade and other receivables
(10,920 )
Trade and other payables
Cash generated from operating activities
Taxes paid
(12,988 )
(10,677 )
Interest received
Net cash generated from operating activities
Cash flows from investing activities
Payments for intangible assets
(40,870 )
(37,030 )
Payments for acquisition of subsidiary entities, net of
cash acquired
(358 )
(866 )
Payments for property, plant and equipment
(1,441 )
(2,853 )
Net cash flow from investing activities
(42,669 )
(40,749 )
Notes
2025
£’000
2024
£’000
Cash flows from financing activities
Purchase of treasury shares
(17,143 )
(7,500 )
Purchase of own shares for cancellation
(89,348 )
(27,858 )
Proceeds from revolving credit facility
Repayment of revolving credit facility and other
borrowings
(170,000 )
(90,000 )
Issue costs and fees
(813 )
(58 )
Payments of lease liabilities
(4,906 )
(4,013 )
Payment of interest on lease liabilities
(287 )
(215 )
Interest paid
(6,578 )
(5,925 )
Net cash flow from financing activities
(109,075 )
(45,569 )
Net (decrease)/increase in cash and cash equivalents
(13,547 )
Cash and cash equivalents at beginning of the year
Effect of exchange rate changes on cash
(781 )
(1,663 )
Closing cash and cash equivalents
The notes on pages 102 to 134 form part of the Financial Statements.
Consolidated statement of cash flow
For the year ended 28 February 2025
continued
Financial Statements
Trainline plc
Annual Report & Accounts 2025
Notes
Forming part of the Financial Statements
102
“Group”) are the leading independent rail and coach travel platform selling rail and coach
is incorporated and domiciled in England, in the United Kingdom
address is 120 Holborn, London EC1N 2TD.
in accordance with UK-adopted International Accounting Standards and with the requirements
The accounting policies set out in the sections below have, unless otherwise stated, been
applied consistently to all periods presented within the Financial Statements and have been
applied consistently by all subsidiaries.
The requirements of IFRS regarding climate-related disclosures have been considered and
does not have a material impact on the Financial Statements. Consideration of this has been
included within pages 43 to 49 of the Strategic Report.
The Group Financial Statements consolidate those of the Company and its subsidiaries
(together referred to as the “Group”).
The Financial Statements presented herein are for the year from 1 March 2024 to
28 February 2025.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is
exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity. The Financial Statements of
subsidiaries are included in the Consolidated Financial Statements from the date on which
control commences until the date on which control ceases. Control is achieved when the
Group (i) has power over the investee; (ii) is exposed or has rights to variable returns from its
(ii) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising
The Group and Parent Company Financial Statements are prepared on the historical cost basis
except for the following:
•
The Financial Statements are presented in pound sterling (£GBP), which is the functional
currency of the Parent Company. All amounts have been rounded to the nearest thousand,
The Consolidated Financial Statements have been prepared on a going concern basis, which
assumes that the Group will be able to meet its liabilities as they fall due over at least the next
12 months from the date of the approval of these Financial Statements (the ‘going concern
assessment period’) including consideration of the covenants associated with the Group’s
revolving credit facility at the next covenant test dates on 31 August 2025 and 28 February
2026, being the two relevant dates in this period.
The UK Corporate Governance Code requires the Board to assess and report on the prospects
of the Group and whether the business is a going concern. The Directors have undertaken a
rigorous assessment of going concern and liquidity, taking into account financial forecasts and
any key uncertainties and sensitivities.
Positive adjusted EBITDA
1
of £159.1 million was earned in the year (FY2024: £122.1 million) and
net debt at 28 February 2025 was £83.4 million (FY2024: £63.9 million) resulting in a consistent
Net debt/adjusted EBITDA leverage ratio from 0.52 at 29 February 2024 to 0.52 at 28 February
2025. As at 28 February 2025 the Group was in a net current liability position of £160.4 million
driven by the negative working capital cycle whereby ticket sales amounts are received before
amounts due are paid by carriers (FY2024: £71.5 million net current liability position). The Group
has in place bank guarantees of £167.0 million (FY2024: £183.4 million) that can be utilised to
settle trade creditor balances. Bank guarantees are issued by lenders under the Group’s revolving
credit facility and therefore reduce the Group’s remaining available facility. Despite the net current
liability position, the Group has access to £88.0 million additional funds under its revolving credit
facility (FY2024: £81.6 million) with the £167.0 million (FY2024: £183.4 million) bank guarantees
covering the rail creditor liability. As such the Group has sufficient liquidity to cover the net current
liability position. An option to extend the existing revolving credit facility was exercised in FY2025
extending the maturity date to November 2026. The facility offers optionality of a further 1-year
extension after the current maturity date. The convertible bond is due to be repaid in January
2026. This has been factored into Management’s going concern assessment.
1. Non-GAAP measure – see alternative performance measures section on page 135.
continued
Financial Statements
continued
Notes
1. Material accounting policy information
continued
e) Going concern
continued
Trainline plc
Annual Report & Accounts 2025
103
The Directors performed a detailed going concern review using Board approved forecasts
(the ‘base case’) as well as considering two severe but plausible downside scenarios in
isolation, without any mitigations, and their potential impact on the Group’s forecast. The
severe but plausible downside scenarios modelled were: (1) a 15% reduction in forecast
Group adjusted EBITDA caused by a circa 7% reduction in Group revenue, or a circa 13%
increase in Group marketing and other administrative expenses; and (2) a 1% increase above
the forecast SONIA interest rate benchmark.
In the base case and both severe but plausible downside scenarios the Group is able to continue
in operation and meet its liabilities and repay the convertible bond as they fall due, with
significant excess liquidity. This includes complying with the net debt to adjusted EBITDA and the
interest coverage covenant requirements at the 31 August 2025 and 28 February 2026 test dates.
Following the assessment described above, the Directors are confident that the Group
has adequate resources to continue to meet its liabilities as they fall due and to remain in
operation for the going concern assessment period. The Board has therefore continued to
Cost of sales include costs in relation to the provision of rail tickets, industry system costs, ancillary
Transactions in foreign currencies are translated to the respective functional currencies of
Group companies at exchange rates applicable on the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated to the
functional currency exchange rate at the reporting date. Non-monetary assets and liabilities
that are measured at fair value in a foreign currency are translated to the functional currency
at the exchange rate when the fair value was determined. Foreign currency differences
arising on translation are generally recognised in the income statement. Non-monetary items
that are measured based on historical cost in foreign currency are not re-translated.
For the purpose of presenting the Consolidated Financial Statements, the assets and liabilities
of entities with a functional currency other than sterling are expressed in sterling using
exchange rates prevailing at the reporting period date. Income and expense items and cash
flows are translated at the average exchange rates for each month and exchange differences
In preparing these Financial Statements, management has made judgements, estimates and
assumptions that affect the application of the accounting policies and the reported amounts
of assets, liabilities, income and expenses.
Estimates and underlying assumptions are reviewed on an ongoing basis. Actual results may
differ from these estimates. Revision to estimates are recognised prospectively.
Key Source of Estimation Uncertainty
The following estimate is deemed critical as it has been identified by Management as one
which is subject to a high degree of estimation uncertainty:
•
Note 10 – Goodwill impairment test: key assumptions underlying recoverable amounts.
The Group tests goodwill for impairment annually by comparing the carrying amount against
the recoverable amount. The recoverable amount is the higher of the fair value less costs of
disposal and value-in-use. There is inherent estimation uncertainty in estimating the future
cash flows and the time period over which they will occur. There is also estimation uncertainty
in arriving at an appropriate discount rate to apply to the cash flows as well as an appropriate
terminal growth rate. Each of these assumptions have an impact on the overall value of cash
flows expected and therefore the headroom between the cash flows and carrying values
of the cash-generating units. An unfavourable change in any of these assumptions could
result in a significant change in headroom. As such each of these constitute estimates in the
assessment of the recoverable amount of goodwill in respect of both the UK consumer and
International consumer cash-generating units (“CGUs”). Details of the impact of reasonably
possible changes to the future cash flows and timing of these are evaluated in Note 10 to the
Financial Statements.
Critical Accounting Judgements
Critical accounting judgements are those that the Group has made in the process of applying
the Group’s accounting policies and that have the most significant effect on the amounts
recognised in the Financial Statements:
•
Note 10 – Capitalisation of internal software development costs.
The Group capitalises internal costs directly attributable to the development of intangible
assets. We consider this a critical judgement given the application of IAS 38 involves the
assessment of several different criteria that can be subjective and/or complex in determining
whether the costs meet the threshold for capitalisation. During the year the Group has
capitalised internal development costs amounting to £40.3 million (FY2024: £37.5 million).
continued
Financial Statements
continued
Notes
1. Material accounting policy information
continued
h) Use of judgements and estimates
continued
Trainline plc
Annual Report & Accounts 2025
While the Group makes judgements in determining the basis for recognition of these
internally developed assets, these judgements are formed in the context of robust systems
A number of new standards are effective from 1 March 2024, but they do not have a material
effect on the Group’s Financial Statements.
The following adopted IFRSs have been issued but have not been applied by the Group in
these consolidated Financial Statements. Their adoption is not expected to have material
effect on the Financial Statements unless otherwise indicated:
•
Lease Liability in a Sale-and-Leaseback-Amendments to IFRS 16
(effective date 1 January 2024);
•
Classification of Liabilities as Current or Non-current and Non-current Liabilities
with Covenants – Amendments to IAS 1 (effective date 1 January 2024);
•
Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
In accordance with IFRS 8 the Group determines and presents its operating segments based
on internal information that is provided to the Board, being the Group’s Chief Operating
Decision Maker (“CODM”).
The Group’s three operating and reporting segments are summarised as follows:
•
UK Consumer – Travel apps and websites for individual travellers for journeys within
the UK
•
International Consumer – Travel apps and websites for individual travellers for journeys
outside the UK including journeys between the UK and outside the UK, and
•
Trainline Solutions
1
– Travel portal platforms for Trainline’s own branded business units,
in addition to external corporates, travel management companies and white label
ecommerce platforms for Train Operating Companies. This segment operates Platform
One Solutions and reallocates a cost to the UK and International Consumer segments.
1.
The Group’s technology platform, UK Trainline Solutions and International Trainline Solutions are collectively
referred to as ‘Trainline Solutions’.
No single customer accounted for 10% or more of the Group’s sales. In general, the transfer
pricing policy implemented by the Group is market-based.
The CODM reviews discrete information by segment disaggregated to adjusted EBITDA to
better assess performance and to assist in resource-allocation decisions. The CODM monitors:
•
the three operating segments results at the level of net ticket sales, revenue, gross profit
and adjusted EBITDA as shown in this disclosure; and
•
no results at a profit before/after tax level or in relation to the statement of financial
position are reported to the CODM at a lower level than the consolidated Group.
During FY2025, there was a reassessment of the appropriateness of the platform reallocation
due to a re-platforming in respect of the B2B business. The platform was upgraded to provide
an improved value proposition to corporate customers similar to that offered to consumer
customers. Owing to this, management decided that a revision to the transaction charge was
required to reflect this improved value proposition. This has been reflected within this note.
In order to aid comparability, the prior year operating segments note has been presented on
the same basis as FY2025. As such, the presentation is different to that which was presented
in the prior year signed Financial Statements. The change in transaction fee has impacted
the allocation of revenue and other administrative expenses by segment which in turn has
impacted the gross profit and adjusted EBITDA by segment.
In UK Consumer, the revised revenue figures for FY2024 are lower than those previously
presented as a result of the change in transaction fee (FY2024: £23.6 million decrease).
The revised other administrative expenses figures for FY2024 are also lower than those
previously presented (FY2024: £3.0 million decrease). In International Consumer, the revised
revenue figures for FY2024 are lower than those previously presented as a result of the
change in transaction fee (FY2024: £4.3 million decrease). The revised other administrative
expenses figures for FY2024 are also lower than those previously presented (FY2024:
£0.6 million decrease).
In Trainline Solutions, the revised revenue figures for FY2024 are higher than those previously
presented as a result of the change in transaction fee (FY2024: £27.9 million increase).
The revised other administrative expenses figures for FY2024 are also higher than those
previously presented (FY2024: £3.6 million increase). There has been no impact at a Group
level. There has been no change to the three operating and reporting segments or the
CODM review.
continued
Financial Statements
continued
Notes
2. Operating segments
continued
Trainline plc
Annual Report & Accounts 2025
105
Segmental analysis for the year ended 28 February 2025:
International | Trainline | |||
UK Consumer | Consumer | Solutions | Total Group | |
£’000 | £’000 | £’000 | £’000 | |
Net ticket sales 1 | 3,911,711 | 1,054,993 | 940,739 | 5,907,443 |
Revenue | 207,611 | 53,227 | 181,257 | 442,095 |
Cost of sales | (60,388) | (18,885) | (10,509) | (89,782) |
Gross profit | 147,223 | 34,342 | 170,748 | 352,313 |
Marketing costs | (27,138) | (42,973) | (791) | (70,902) |
Other administrative expenses | (31,735) | (11,480) | (79,061) | (122,276) |
Adjusted EBITDA 1 | 88,350 | (20,111) | 90,896 | 159,135 |
Depreciation and amortisation | (43,167) | |||
Share-based payment charges | (21,445) | |||
Exceptional items | (8,945) | |||
Operating profit | 85,578 | |||
Net finance costs | (4,693) | |||
Profit before tax | 80,885 | |||
Income tax expense | (22,537) | |||
Profit after tax | 58,348 |
1. Non-GAAP measure (unaudited) – see alternative performance measures section on page 135.
Segmental analysis for the year ended 29 February 2024
(updated to reflect revision to transaction charge):
International | Trainline | |||
UK Consumer | Consumer | Solutions | Total Group | |
£’000 | £’000 | £’000 | £’000 | |
Net ticket sales 1 | 3,469,170 | 1,040,500 | 785,402 | 5,295,072 |
Revenue | 185,242 | 48,810 | 162,666 | 396,718 |
Cost of sales | (63,472) | (17,364) | (10,597) | (91,433) |
Gross profit | 121,770 | 31,446 | 152,069 | 305,285 |
Marketing costs | (26,237) | (40,574) | (621) | (67,432) |
Other administrative expenses | (30,433) | (11,341) | (73,946) | (115,720) |
Adjusted EBITDA 1 | 65,100 | (20,469) | 77,502 | 122,133 |
Depreciation and amortisation | (41,662) | |||
Exceptional Items | (2,263) | |||
Share-based payment charges | (22,629) | |||
Operating profit | 55,579 | |||
Net finance costs | (7,464) | |||
Profit before tax | 48,115 | |||
Income tax expense | (14,129) | |||
Profit after tax | 33,986 |
continued
Financial Statements
continued
Notes
Trainline plc
Annual Report & Accounts 2025
106
Consumer
Commission revenue is earned from carriers on net ticket sales. Each sale or refund
transaction represents a separate performance obligation, and the related revenue is
recognised at the time of the sale or refund. Ancillary product offerings sold through third
parties generate other revenue earnings for Trainline who act as agent. Income is recognised
at a point in time based on purchase date, impressions or, in the case of hotels, customer
stays. The Group acts as an agent in these sale transactions, as it does not control the
services prior to transferring them to its customers. In refund transactions the Group acts
as an agent in respect of the refund of the ticket value that is due back to the customer, and
as a principal in respect of the refund fee, as it has full entitlement to the refund fee. Refund
sales and fees are recognised at the point the ticket is voided (cancelled) with the vendor.
The Group acts as a principal in respect of other fee income including booking fee, settlement
fee and fulfilment fee, in addition to rail rebates. Promotions are evaluated on a case by case
basis based on their nature and are recognised as a contra to revenue where it meets the
requirements of IFRS 15.
Trainline Solutions
Revenue earned from branded travel portal platforms is recognised in three key elements
represented by bespoke feature builds, monthly maintenance, and commission and service
fees earned per transaction processed. Each of these elements represent a separate
performance obligation. Revenue is recognised at point in time for bespoke feature builds,
maintenance, commission and service fees. For contracts with customers, invoices are
raised upon satisfaction of performance obligations, with payment due within 30 days.
The Group’s operations and main revenue streams are those described in these Financial
Statements. The Group’s revenue is derived from contracts with customers and are
disaggregated by primary geographical market and timing of revenue recognition.
2025 | 2024 | |
Timing of revenue recognition | £’000 | £’000 |
At point in time | 442,095 | 396,718 |
Total revenue | 442,095 | 396,718 |
Geographic information
In presenting the information on the basis of geography, revenue is based on the
geographical location of the vendors. This reflects how information is presented externally.
In the prior year we presented this based on geographical location of the customer.
2025 | 2024 | |
£’000 | £’000 | |
UK | 362,751 | 323,083 |
Rest of the world | 79,344 | 73,635 |
Total revenue | 442,095 | 396,718 |
The Group’s contract balances consist of trade receivables, contract assets and contract
liabilities. Trade receivables are disclosed in Note 12.
The contract assets primarily relate to the Group’s rights to consideration for services provided
but not invoiced at the reporting date. The contract assets are transferred to receivables
when invoiced. The Group’s contract assets amounted to £8.4 million (FY2024: £11.4 million)
which are included in Note 12.
The contract liabilities primarily relate to the advance consideration received from customers,
for which revenue is recognised when the services are deemed to be provided. The contract
continued
Financial Statements
continued
Notes
Trainline plc
Annual Report & Accounts 2025
107
Exceptional items are costs or credits that, by virtue of their nature and incidence, have
been disclosed separately in order to improve a reader’s understanding of the Financial
Statements. Exceptional items are one-off in nature or are not considered to be part of the
Group’s underlying trading performance.
2025 | 2024 | |
£’000 | £’000 | |
Restructuring Costs | 8,945 | 2,263 |
Exceptional items | 8,945 | 2,263 |
Restructuring Costs
Restructuring costs incurred in FY2024 related to projects being undertaken to improve
operating efficiency. The projects were completed by the end of FY2024. These costs relate
to consultancy fees and people costs in relation to the project and are non-recurring and
incremental in nature.
Costs incurred in FY2025 relate to a cost optimisation exercise which includes a reduction in
headcount. The majority of these costs are cash items which have now been paid but also
includes non-cash share-based payment charges. All of the costs as part of this project have
This note details a breakdown of the auditors’ remuneration recognised across the Group.
During the year, the Group obtained the following services from its auditors:
2025 | 2024 | |
£’000 | £’000 | |
Audit of these Financial Statements | 655 | 630 |
Audit of Financial Statements of subsidiaries pursuant to legislation | 112 | 99 |
Audit-related assurance services | 60 | 55 |
Non-audit services | 12 | 18 |
Total auditors’ remuneration | 839 | 802 |
Staff costs presented in this note reflect the total wage, tax, pension and share-based
payment charge relating to employees of the Group. These costs are allocated between
administrative expenses, cost of sales or capitalised where appropriate as part of software
development intangible assets. The allocation between these areas is dependent on the area
of business the employee works in and the activities they have undertaken.
2025 | 2024 | |
Number of | Number of | |
employees | employees | |
Sales and marketing | 145 | 138 |
Operations | 165 | 180 |
Technology and product | 588 | 579 |
Management and administration | 155 | 150 |
Total number of employees 1 | 1,053 | 1,047 |
Employee benefits expense
2025 | 2024 | |
£’000 | £’000 | |
Wages and salaries | 88,957 | 84,885 |
Social security contributions | 13,059 | 12,209 |
Contributions to defined contribution plans | 3,715 | 3,396 |
Share-based payment expense | 21,445 | 22,629 |
Total employee benefits | 127,176 | 123,119 |
1.
In determining the monthly employee numbers, in respect of leavers and joiners, employee numbers have been
prorated by the number of days they were employed within the Group.
Details of Directors’ remuneration are disclosed in Note 23 under Transactions with key
continued
Financial Statements
continued
Notes
Trainline plc
Annual Report & Accounts 2025
108
lease liabilities, as well as foreign exchange losses.
On 26 July 2022, the Group entered into a £325.0 million revolving credit facility (refer to Note
14 for further disclosure).
effective interest method. Foreign exchange gains and losses are recognised in the income
statement in accordance with the policy for foreign currency transactions set out in Note 1g.
2025 | 2024 | |
£’000 | £’000 | |
Bank interest income | 3,999 | 2,745 |
Finance income | 3,999 | 2,745 |
Interest and fees on bank loans | (6,919) | (7,080) |
Net foreign exchange loss | (584) | (1,839) |
Interest and fees on convertible bonds | (827) | (830) |
Interest on lease liability | (360) | (429) |
Other interest | (2) | (31) |
Finance costs | (8,692) | (10,209) |
Net finance costs recognised in the income statement | (4,693) | (7,464) |
This note analyses the tax expense for this financial year, which includes both current and
deferred tax. It also details tax accounting policies and presents a reconciliation between
profit before tax in the income statement multiplied by the rate of corporation tax and the
tax credit for the year.
the assets and liabilities held across the Group.
Income tax expense comprises current and deferred tax. It is recognised in the income
statement except to the extent that it relates to a business combination, or items recognised
directly in equity or in other comprehensive income.
(i) Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss
for the year and any adjustment to tax payable or receivable in respect of previous years.
It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for:
•
temporary differences on the initial recognition of assets or liabilities in a transaction that is
not a business combination and that affects neither accounting nor taxable profit or loss;
•
temporary differences related to investments in subsidiaries, to the extent that the Group
can control the timing of the reversal of the temporary differences and it is probable that
they will not reverse in the foreseeable future; and
•
taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible
temporary differences to the extent that it is probable that future taxable profits will be
available against which they can be used before their expiry. Deferred tax assets are reviewed
at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised.
Amounts will be recognised first to the extent that taxable temporary differences exist
and it is considered probable that they will reverse and give rise to future taxable profits
against which losses or other assets may be utilised before their expiry. Assets will then be
recognised to the extent that forecasts or other evidence support the availability of future
profits against which assets may be realised.
Deferred tax is measured at the tax rates that are expected to be applied to temporary
differences when they reverse, using tax rates enacted or substantively enacted at the
reporting date. The measurement of deferred tax reflects the tax consequences that would
follow from the manner in which the Group expects, at the reporting date, to recover or settle
the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset
only if certain criteria are met.
continued
Financial Statements
continued
Notes
Accounting policy
continued
Trainline plc
Annual Report & Accounts 2025
109
8. Taxation
continued
The Group is currently not within the scope of the OECD Pillar Two framework implementing
the qualified domestic minimum top-up tax. No adjustments or disclosures related to Pillar
Two income taxes are required in the Financial Statements. The Group will continue to
Amounts recognised in the income statement
2025 | 2024 | |
£’000 | £’000 | |
Current tax charge | ||
Current year corporation tax | 13,888 | 10,855 |
Adjustment in respect of prior years | (2,151) | (2,749) |
Total current tax charge | 11,737 | 8,106 |
Deferred tax charge | ||
Current year deferred tax | 8,990 | 2,734 |
Adjustment in respect of prior years | 1,810 | 3,199 |
Effect of tax rate change on deferred tax | – | 90 |
Total deferred tax charge | 10,800 | 6,023 |
Tax charge | 22,537 | 14,129 |
UK corporation tax was calculated at 25% (FY2024: 24.5%) of the taxable profit for the year.
Taxation for territories outside of the UK was calculated at the rates prevailing in the respective
jurisdictions. The total tax charge of £22.5 million (FY2024: charge of £14.1 million) is made up
of a current corporation tax charge of £11.7 million (FY2024: charge of £8.1 million) arising in
the UK, and a deferred tax charge of £10.8 million (FY2024: charge of £6.0 million).
Included within the adjustments in respect of prior years is a release of a deferred tax asset
relating to share-based employee incentives. These relate to awards that have either vested or
did not settle and are therefore no longer eligible to be carried forward as a deferred tax asset.
Included in the current year deferred tax charge is predominantly the unwind of the deferred
tax credit following the utilisation of UK tax losses.
2025 | 2024 | |
£’000 | £’000 | |
Profit before tax | 80,885 | 48,115 |
Tax on profit at standard UK rate of 25% (FY2024: 24.5%) | 20,221 | 11,788 |
Effect of: | ||
Expenses not deductible/income not deductible | (755) | 527 |
Amounts not recognised 1 | 1,003 | 1,033 |
Effect of changes in tax rates | – | 89 |
Adjustment in respect of prior years | (342) | 449 |
Share Options | 2,384 | 410 |
Other | 26 | (167) |
Total tax charge | 22,537 | 14,129 |
Effective tax rate | 28% | 29% |
1.
Primarily relates to unrecognised losses which are either not expected to be recoverable or utilised in the short
term and therefore not recognised as deferred tax assets.
The consolidated tax rate for FY2025 was 25% which is in line with the UK corporation tax rate
of 25% (FY2024: 24.5%).
Tax debtor/(creditor) per the consolidated balance sheet:
2025 | 2024 | |
£’000 | £’000 | |
Current tax receivable/(payable) | 947 | (3,201) |
continued
Financial Statements
continued
Notes
8. Taxation
continued
Trainline plc
Annual Report & Accounts 2025
110
Deferred tax (liability)/asset as at 28 February 2025:
Acquired | Tangible assets | Share-based | Losses carried | ||
intangible assets | and other | payments | forward | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 March 2024 | (1,155) | (3,911) | 12,504 | 17,415 | 24,853 |
Adjustment in respect of prior years | (498) | (1,551) | (31) | 270 | (1,810) |
Adjustments posted through equity | – | – | (653) | – | (653) |
Credit/(charge) to consolidated income statement | 1,402 | 4,560 | (119) | (14,806) | (8,963) |
At 28 February 2025 | (251) | (902) | 11,701 | 2,879 | 13,427 |
Deferred tax (liability)/asset as at 29 February 2024:
Acquired | Tangible assets | Share- based | Losses carried | ||
intangible assets | and other | payments | forward | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 March 2023 | (2,673) | (3,974) | 5,275 | 28,322 | 26,950 |
Adjustment in respect of prior years | 21 | (3,723) | 503 | – | (3,199) |
Adjustments posted through equity | – | 34 | 3,892 | – | 3,926 |
Credit/(charge) to consolidated income statement | 1,497 | 3,752 | 2,834 | (10,907) | (2,824) |
At 29 February 2024 | (1,155) | (3,911) | 12,504 | 17,415 | 24,853 |
continued
Financial Statements
continued
Notes
Trainline plc
Annual Report & Accounts 2025
111
This note sets out the accounting policy that applies to the calculation of earnings per share,
and how the Group has calculated the shares to be included in basic and diluted earnings per
share (“EPS”) calculations.
The Group calculates earnings per share in accordance with the requirements of IAS 33
Earnings Per Share.
Four types of earnings per share are reported:
(i) Basic earnings per share
Earnings attributable to ordinary equity holders of the Group for the year, divided by the
weighted average number of ordinary shares outstanding during the year, adjusted for
treasury shares held.
(ii) Diluted earnings per share
Earnings attributable to ordinary equity holders of the Group for the year, divided by the
weighted average number of shares outstanding used in the basic earnings per share
calculation adjusted for the effects of all dilutive ‘potential ordinary shares’.
(iii) Adjusted basic earnings per share
Earnings attributable to ordinary equity holders of the Group for the year, adjusted to remove
the impact of exceptional items, gain on convertible bonds buyback, share-based payment
charges, amortisation of acquired intangibles and the tax impact of these items; divided by
the weighted average number of ordinary shares outstanding during the year, adjusted for
treasury shares held.
(iv) Adjusted diluted earnings per share
Earnings attributable to ordinary equity holders of the Group for the year, adjusted to
remove the impact of exceptional items, gain on convertible bond buyback, share-based
payment charges, amortisation of intangibles and the tax impact of these items; divided by
the weighted average number of shares outstanding used in the basic earnings per share
calculation adjusted for the effects of all dilutive ‘potential ordinary shares’.
At 28 February 2025 | At 29 February 2024 | |
Weighted average number of ordinary shares: | ||
Ordinary shares | 458,379,661 | 477,817,773 |
Treasury shares | (13,338,038) | (10,697,997) |
Contingently issuable shares | 594,773 | 223,323 |
Weighted number of ordinary shares | 445,636,396 | 467,343,099 |
Dilutive impact of share options outstanding | 15,197,117 | 12,034,501 |
Weighted number of dilutive shares | 460,833,513 | 479,377,600 |
2025 | 2024 | |
£’000 | £’000 | |
Profit after tax | 58,348 | 33,986 |
Earnings attributable to equity holders | 58,348 | 33,986 |
Adjusted earnings 1 | 85,331 | 57,311 |
2025 | 2024 | |
Pence | Pence | |
Profit per share | ||
Basic | 13.09p | 7.27p |
Diluted | 12.66p | 7.09p |
Adjusted profit per share | ||
Basic | 19.15p | 12.26p |
Diluted | 18.52p | 11.96p |
continued
Financial Statements
continued
Notes
Trainline plc
Annual Report & Accounts 2025
112
The consolidated balance sheet contains a significant goodwill carrying value which arose
when the Group acquired subsidiaries and paid a higher amount than the fair value of the
acquired net assets. Goodwill is not amortised but is subject to an annual impairment review.
Impairment reviews of goodwill make use of estimates.
Other intangible assets predominantly arise on acquisition of subsidiaries or are internally
developed. These intangible assets are amortised and tested for impairment when an
indicator of impairment exists.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration
transferred and the amount recognised for non-controlling interests, and any previous
interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value
of the net assets acquired is in excess of the aggregate consideration transferred, the Group
reassesses whether it has correctly identified all of the assets acquired and all of the liabilities
assumed and reviews the procedures used to measure the amounts to be recognised at
the acquisition date. If the reassessment still results in an excess of the fair value of net
assets acquired over the aggregate consideration transferred, then the gain is recognised
in the income statement. After initial recognition, goodwill is measured at cost less any
accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired in a business combination is, from
the acquisition date, allocated to each of the Group’s cash-generating units that are expected
to benefit from the combination, irrespective of whether other assets or liabilities of the
Expenditure on research activities is recognised in the income statement as incurred.
External and internal development expenditure is capitalised only if the expenditure can be
measured reliably, the product or process is technically and commercially feasible, future
economic benefits are probable, and the Group intends to and has sufficient resources
to complete development and to use or sell the asset. Otherwise, it is recognised in the
income statement as incurred. Subsequent to initial recognition, development expenditure
is measured at cost less accumulated amortisation and any accumulated impairment losses.
Internal development expenditure is managed by the development team and the amount
Brand and customer lists that are acquired by the Group have finite useful lives and are
(iv) Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits
embodied in the asset to which it relates. All other expenditure, including expenditure on
internally generated goodwill and brands, is recognised in the income statement as incurred.
(v) Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated
residual values using the straight-line method over their estimated useful lives and is
recognised in administrative expenses in the income statement. Goodwill is not amortised.
The estimated useful lives are as follows:
Software development | 3–10 years |
Brand valuation | 10 years |
Customer lists | 3 years |
Amortisation methods, useful lives and residual values are reviewed at each reporting date
continued
Notes
10. Intangible assets and goodwill
continued
Trainline plc
Annual Report & Accounts 2025
113
continued
Financial Statements
Intangible assets and goodwill as at 28 February 2025:
Software | Brand | Customer | |||
development 1 | valuation 3 | Lists | Goodwill | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | |
Cost: | |||||
At 1 March 2024 | 187,371 | 51,738 | 94,010 | 443,722 | 776,841 |
Additions | 40,279 | – | – | – | 40,279 |
Disposals | (7,370) | – | (232) | – | (7,602) |
Write-offs | (183) | – | – | – | (183) |
Exchange differences 2 | – | – | – | (3,550) | (3,550) |
At 28 February 2025 | 220,097 | 51,738 | 93,778 | 440,172 | 805,785 |
Accumulated amortisation | |||||
and impairment: | |||||
At 1 March 2024 | (122,948) | (46,301) | (93,520) | (25,195) | (287,964) |
Amortisation | (30,273) | (5,167) | (438) | – | (35,878) |
Disposals | 7,368 | – | 231 | – | 7,599 |
Write-offs | 92 | – | – | – | 92 |
Amortisation reclass 4 | (676) | – | 676 | – | – |
Exchange differences 2 | – | – | – | 1,204 | 1,204 |
At 28 February 2025 | (146,437) | (51,468) | (93,051) | (23,991) | (314,947) |
Carrying amounts: | |||||
At 28 February 2025 | 73,660 | 270 | 727 | 416,181 | 490,838 |
1.
Total software development includes £27.8 million of assets which represent work in progress and which are not
yet depreciating (FY2024: £13.3 million).
2. Revaluation at balance sheet date.
3. At FY2025, the remaining useful economic life was one month for brand valuation assets.
4.
Reclassification of prior year amortisation between customer lists and software development. This has a net nil
impact on the carrying amounts of intangible assets.
Intangible assets and goodwill as at 29 February 2024:
Software | Brand | Customer | |||
development 1 | valuation 2 | Lists | Goodwill | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | |
Cost: | |||||
At 1 March 2023 | 161,528 | 51,738 | 92,701 | 445,905 | 751,872 |
Additions | 37,532 | – | 1,309 | – | 38,841 |
Disposals | (11,689) | – | – | – | (11,689) |
Exchange differences 3 | – | – | – | (2,183) | (2,183) |
At 29 February 2024 | 187,371 | 51,738 | 94,010 | 443,722 | 776,841 |
Accumulated amortisation | |||||
and impairment: | |||||
At 1 March 2023 | (105,307) | (41,134) | (92,699) | (25,195) | (264,335) |
Amortisation | (29,330) | (5,167) | (821) | – | (35,318) |
Disposals | 11,689 | – | – | – | 11,689 |
At 29 February 2024 | (122,948) | (46,301) | (93,520) | (25,195) | (287,964) |
Carrying amounts: | |||||
At 29 February 2024 | 64,423 | 5,437 | 490 | 418,527 | 488,877 |
1.
Total software development includes £13.3 million of assets which represent work in progress and which are not
yet depreciating (FY2023: £11.1 million).
2. At FY2024, the remaining useful economic life was one year for brand valuation assets.
3. Revaluation at balance sheet date.
Of the amortisation charge for the year, £5.6 million (FY2024: £6.0 million) related to the
amortisation of intangible assets which were recognised on the Group’s acquisition of
Trainline.com Limited, Trainline SAS and Signalbox Technologies Limited while £30.3 million
(FY2024: £29.3 million) related to internally developed and purchased intangible assets
recognised at historical cost.
Disposals in the year of £7.6 million (FY2024: £11.7 million) include £7.4 million (FY2024: £11.7
million) of fully amortised internally developed software assets which were no longer in use.
continued
Financial Statements
continued
Notes
10. Intangible assets and goodwill
continued
Trainline plc
Annual Report & Accounts 2025
114
The Group tests goodwill annually for impairment by reviewing the carrying amount against
the recoverable amount of the investment. The recoverable amount is the higher of fair value
less costs of disposal and value-in-use. However, in line with IAS 36 Impairment of Assets, fair
value less costs of disposal is only determined where value-in-use would result in impairment.
Goodwill acquired in a business combination is allocated on acquisition to the cash-
generating units (“CGUs”) that are expected to benefit from that business combination.
The Group has a carrying value of goodwill totalling £416.2 million (FY2024: £418.5 million)
which was initially recognised upon acquisition of the following of Trainline.com Limited and
Trainline SAS (formerly Capitaine Train SAS).
CGU’s are allocated on a more granular level than the operating segments. Impairment
reviews were conducted on these revised CGUs as summarised below:
2025 | 2024 | |
CGUs | £’000 | £’000 |
UK Consumer | 351,271 | 351,271 |
International Consumer | 64,910 | 67,256 |
UK Trainline Partner Solutions | – | – |
International Trainline Partner Solutions | – | – |
Total goodwill | 416,181 | 418,527 |
For all CGUs the recoverable amount was determined by measuring their value-in-use.
Assumptions
The key value-in-use assumptions for the goodwill impairment assessment were:
2025 | 2024 | 2025 | 2024 | |
UK | UK | International | International | |
Consumer | Consumer | Consumer | Consumer | |
Pre-tax discount rate 1 | 15.3% | 12.3% | 12.3% | 12.1% |
Terminal growth rate 2 | 2.5% | 2.5% | 2.5% | 2.5% |
Number of years forecasted before | ||||
terminal growth rate applied | 5 | 5 | 5 | 5 |
1.
The pre-tax discount rate is based upon the weighted average cost of capital reflecting specific principal risks
and uncertainties. The discount rate takes into account the risk-free rate of return, the market risk premium and
beta factor.
2.
The terminal growth rate reflects the expected natural price and inflation growth into perpetuity of the business,
taking into account the current market and sector risks.
There has been no impairment charge for any CGU during the year (FY2024: nil).
As noted above, the key assumptions that form part of the value-in-use assessment are
the pre-tax discount rate, the terminal growth rate, the number of years forecasted before
terminal growth rate is applied and the underlying cash forecasts. The pre-tax discount
rate was determined based upon the weighted average cost of capital reflecting specific
principal risks and uncertainties. The discount rate takes into account the risk-free rate of
return, the market risk premium and beta factor reflecting the average beta for the Group
and comparator companies which are used in deriving the cost of equity. Further to this, the
terminal growth rate was determined based on the future inflation rates in conjunction with
forecast growth rates and reflects the long-term natural price growth.
For the purpose of the goodwill impairment testing, the Group prepares cash flow forecasts
using five-year projections which are extrapolated from the Board approved three-year plan.
The forecasts have been used in the value-in-use calculation along with risk-adjusted discount
rates. Cash flows beyond the five-year period are extrapolated using a terminal growth
rate, for the purpose of goodwill impairment testing. The forecasts reflect management’s
expectations and best estimates in determining EBITDA for each CGU. Management’s
expectations and best estimates are determined based on a detailed top down and
bottom up forecasting process which incorporates consideration of the Group’s strategy,
expectations in respect of market size and market share while also taking account of risks
and uncertainties in the market.
continued
Financial Statements
continued
Notes
10. Intangible assets and goodwill
continued
Goodwill impairment testing
continued
Trainline plc
Annual Report & Accounts 2025
115
The core assumptions in the cash flow forecasts used in the impairment testing for the
UK Consumer CGU were: continued sales growth, driven by ongoing investment in the
Trainline platform, the digitisation of ticketing and supported by modal shift tailwinds; for
the International Consumer CGU: strong continued sales growth driven by investment in
marketing and continued development in the user experience.
The Group’s cash flow forecasts include the assumption that the addressable rail market
across the UK and continental Europe will benefit from increased investment in high-speed
rail and further liberalisation, as well as greater consumer awareness of its environmental
benefits. As a result, the international cash flow forecast assumes that rail markets in
Spain, France and Italy grow from an addressable market of around €17.0 billion today,
to €23.0 billion by 2030 and notably in France from 2027/28.
Where costs or assets in the forecast are not reported to the CODM at a CGU level, as
disclosed in Note 2, a reasonable and consistent allocation basis is applied for the purposes
of impairment testing.
Trading assumptions are based on estimates of market size, estimates of market share and
long-term economic forecasts.
As the International Consumer CGU is currently loss making, the cash flows are more
sensitive to a change in assumptions in the initial five-year forecast period than the UK
Consumer CGU.
Sensitivity analysis
The Group has conducted sensitivity analysis for reasonably possible changes to key
assumptions on each CGU’s value-in-use. This included either increasing the discount rates,
reducing the terminal growth rate, or reducing the anticipated future cash flows through
changes to revenue or costs in each of the years through to the terminal year. The sensitivity
assumptions applied to the value-in-use calculations are set out in the table opposite.
2025 | 2024 | 2025 | 2024 | |
UK | UK | International | International | |
Consumer | Consumer | Consumer | Consumer | |
Increase in discount rate | 1pt | 1pt | 1pt | 1pt |
Reduction in long-term growth rate | ||||
applied in terminal year | 0.5pt | 0.5pt | 0.5pt | 0.5pt |
Decrease in Adjusted EBITDA forecast | ||||
resulting in decrease in cash flows in | ||||
each year | 15% | 15% | 15% | 15% |
None of the individual reasonably possible scenarios listed above resulted in an impairment
This note details the physical assets used by the Group in running its business.
Items of property, plant and equipment (“PPE”) are measured at cost less accumulated
depreciation and any accumulated impairment losses. Any gain or loss on disposal of an item
of property, plant and equipment is recognised in the income statement. Depreciation is
calculated to write off the cost of items of property, plant and equipment less their estimated
residual values using the straight-line method over their estimated useful lives and is
generally recognised in the income statement. The estimated useful lives of property, plant
and equipment are as follows:
Plant and equipment | 3–5 years |
Leasehold improvements | 6–10 years/remaining lease length if shorter |
Right-of-use assets | Lease length |
The Group tests the carrying value of assets including right-of-use (“ROU”) assets for
impairment if there is an indicator of impairment. PPE is included in the carrying value of
the Group’s CGUs and has been included in the CGU impairment assessments (see Note 10).
There were no additional indicators of specific impairment identified during the year relating
continued
Financial Statements
continued
Notes
11. Property, plant and equipment
continued
Trainline plc
Annual Report & Accounts 2025
116
Property, plant and equipment as at 28 February 2025:
Plant and | Leasehold | Right-of-use | ||
equipment | improvements | assets | Total | |
£’000 | £’000 | £’000 | £’000 | |
Cost: | ||||
At 1 March 2024 | 9,231 | 6,834 | 28,833 | 44,898 |
Additions | 1,305 | – | 109 | 1,414 |
Disposals | – | – | (120) | (120) |
Write-offs | (767) | – | – | (767) |
Effects of foreign exchange | (60) | – | (181) | (241) |
At 28 February 2025 | 9,709 | 6,834 | 28,641 | 45,184 |
Accumulated depreciation and | ||||
impairment: | ||||
At 1 March 2024 | (5,500) | (4,193) | (17,257) | (26,950) |
Depreciation | (1,911) | (1,086) | (4,292) | (7,289) |
Disposals | – | – | 78 | 78 |
Write-offs | 1 | – | – | 1 |
Effects of foreign exchange | 36 | – | 13 | 49 |
At 28 February 2025 | (7,374) | (5,279) | (21,458) | (34,111) |
Carrying amounts: | ||||
At 28 February 2025 | 2,335 | 1,555 | 7,183 | 11,073 |
Property, plant and equipment as at 29 February 2024:
Plant and | Leasehold | Right-of-use | ||
equipment | improvements | assets | Total | |
£’000 | £’000 | £’000 | £’000 | |
Cost: | ||||
At 1 March 2023 | 7,729 | 6,835 | 27,875 | 42,439 |
Additions | 1,866 | – | 1,255 | 3,121 |
Disposals | (364) | (1) | (297) | (662) |
At 29 February 2024 | 9,231 | 6,834 | 28,833 | 44,898 |
Accumulated depreciation and | ||||
impairment: | ||||
At 1 March 2023 | (4,443) | (3,358) | (13,449) | (21,250) |
Depreciation | (1,421) | (835) | (4,088) | (6,344) |
Disposals | 364 | – | 280 | 644 |
At 29 February 2024 | (5,500) | (4,193) | (17,257) | (26,950) |
Carrying amounts: | ||||
At 29 February 2024 | 3,731 | 2,641 | 11,576 | 17,948 |
continued
Financial Statements
continued
Notes
Trainline plc
Annual Report & Accounts 2025
117
Trade and other receivables include amounts due from credit card companies for consumer
ticket sales and amounts due from business customers and Train Operating Companies
on account. The contract assets primarily relate to the Group’s rights to consideration for
services provided but not invoiced at the reporting date. Prepayments consist of payments
made prior to year end in respect of transactions in the normal course of business.
Receivables are held with the objective to collect the contractual cash flows and are therefore
recognised initially at fair value and subsequently measured at amortised cost using the
effective interest rate method, less provision for impairment. A provision for the expected
loss on trade and other receivables is established at inception. This is modified when there
is a change in the credit risk. The amount of the expected loss for the Group is £0.4 million
(FY2024: £0.3 million).
2025 | 2024 | |
£’000 | £’000 | |
Trade receivables | 50,345 | 38,860 |
Other receivables | 2,916 | 3,000 |
Prepayments | 5,601 | 5,898 |
Contract assets | 8,350 | 11,412 |
Total trade and other receivables | 67,212 | 59,170 |
There is no material difference between the carrying value and fair value of trade and other
Trade and other payables include liabilities for ticket sale monies to be passed on to
carriers, as well as accounts payable and accruals for general business expenditure and
contract liabilities.
2025 | 2024 | |
£’000 | £’000 | |
Trade payables | 168,529 | 159,252 |
Accruals | 46,008 | 47,367 |
Other creditors | 3,038 | 5,444 |
Contract liabilities | 398 | 703 |
Total trade and other payables | 217,973 | 212,766 |
There is no material difference between the carrying value and fair value of trade and
other payables presented. See Note 20 for more detail on the trade and other payables
continued
Financial Statements
continued
Notes
Trainline plc
Annual Report & Accounts 2025
118
This note details a breakdown of the various loans and borrowings of the Group. It also
provides the terms and repayment dates of each of these. In FY2024, loans and borrowings
included lease liabilities. This has been split out in the current year to support the users of the
Financial Statements.
Borrowings are recognised initially at fair value less attributable transaction costs incurred.
Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost
using the effective interest method. At the date borrowings are repaid any attributable
transaction costs are released as finance costs.
2025 | 2024 | |
£’000 | £’000 | |
Non-current liabilities | ||
Revolving credit facility 1 | 68,100 | 58,292 |
Convertible bonds 2 | – | 81,652 |
Lease liabilities | 3,107 | 7,336 |
Total non-current liabilities | 71,207 | 147,280 |
Current liabilities | ||
Accrued interest on secured bank loans | 828 | 841 |
Convertible bonds 2 | 82,202 | – |
Lease liabilities | 4,345 | 4,992 |
Total current liabilities | 87,375 | 5,833 |
1.
Included within the revolving credit facility is the principal amount of £70.0 million (FY2024: £60.0 million) and
directly attributable transaction costs of £1.9 million (FY2024: £1.7 million).
2.
Included within the convertible bonds is the principal amount of £82.7 million (FY2024: £82.7 million) and
directly attributable transaction costs of £0.5 million (FY2024: £1.0 million). The fair value of this convertible
bond, as determined by the price on the Frankfurt Stock Exchange at 28 February 2025 is £79.0 million
Terms and repayment schedule as at 28 February 2025
Carrying | ||||
Year of | Face value | amount | ||
Agreement | Interest rate | maturity | £’000 | £’000 |
Revolving credit facility | SONIA + 1.2%-1.3% | 2026 1 | 70,000 | 68,100 |
Convertible bonds | 1.0% | 2026 | 82,700 | 82,202 |
Lease liabilities | Various 2 | Various | 7,452 | 7,452 |
Total borrowings | 160,152 | 157,754 |
1. Not including 1-year extension clause.
2. The average interest rate of lease liabilities is 4.1%.
The following are the remaining contractual maturities of financial liabilities at the reporting
date. The amounts are gross and undiscounted, and include estimated future interest
payments, so will not necessarily reconcile to amounts disclosed on the statement of
financial position.
Total contractual | Less than 1 | Between 1 | Between 2 | Over | |
cash flows | year | and 2 years 1 | and 5 years | 5 years | |
£’000 | £’000 | £’000 | £’000 | £’000 | |
Revolving credit facility | 76,435 | 3,766 | 72,669 | – | – |
Convertible bonds | 83,423 | 83,423 | – | – | – |
Lease liabilities | 7,498 | 4,444 | 1,890 | 1,007 | 157 |
Total cash flows | 167,356 | 91,633 | 74,559 | 1,007 | 157 |
1. Not including 1-year extension clause per the revolving credit facility.
continued
Financial Statements
continued
Notes
14. Loans, borrowings and lease liabilities
continued
Terms and repayment schedule as at 28 February 2025
continued
Trainline plc
Annual Report & Accounts 2025
119
Revolving credit facility
The revolving credit facility became effective on 26 July 2022, and the total facility amount is
£325.0 million.
The facility in place during the year allows draw downs in cash or non-cash to cover bank
guarantees. At 28 February 2025 the cash drawn amount is £70.0 million (FY2024: £60.0
million), the non-cash bank guarantee drawn amount is £167.0 million (FY2024: £183.4
million) and the undrawn amount on the facility is £88.0 million (FY2024: £81.6 million). An
option to extend the existing revolving credit facility was exercised in FY2025, extending the
maturity date to November 2026. The facility offers optionality of a further 1-year extension
after the current maturity date.
The facility in place during the year was secured by a fixed and floating charge over certain
assets of the Group. Interest payable on the £325.0 million facility was at a margin of 1.2%
to 1.3% above SONIA.
The Group was subject to bank covenants and required to comply half-yearly, all of which
have been met during the year. In relation to the £325.0 million facility entered into on 26 July
2022: (1) net debt to adjusted EBITDA must be no more than 3.00:1; and (2) adjusted EBITDA
to net finance charges must be no less than 4.00:1.
On 7 January 2021, Trainline plc announced the launch of an offering of £150.0 million of
senior convertible bonds due in 2026. Settlement and delivery of convertible bonds took
place on 14 January 2021.
The total bond offering of £150.0 million covers a five-year term beginning on 14 January
2021 with a 1% per annum coupon payable semi-annually in arrears in equal instalments.
The initial conversion price was set at £6.6671 representing a premium of 50% above share
price on 7 January 2021 (£4.4447).
The bonds were accounted for as a liability of £150.0 million upon issuance. Directly allocable
fees were offset against the liability and will be unwound over the lifetime of the instrument.
The bond was accounted for as a liability as certain terms and conditions attached to the
bonds meant Trainline plc has an unavoidable obligation to settle in cash. Subsequent to this,
bonds are measured at amortised cost.
As at the balance sheet date, the Group had convertible bonds with a principal amount of
The Group holds provisions in relation to dilapidations.
Provisions are determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and the risks specific to
the liability. The unwinding of the discount is recognised as a finance cost.
The Group provides for the cost of dilapidations in relation to the offices over the minimum
term of the leases. It is expected that the cash flows in relation to provisions will occur at the
Provisions
2025 | 2024 | |
£’000 | £’000 | |
As at 1 March | 837 | 778 |
Unwinding of discount | 65 | 59 |
Increase in provision | 50 | – |
As at 28 and 29 February | 952 | 837 |
continued
Financial Statements
continued
Notes
Trainline plc
Annual Report & Accounts 2025
120
During the year the Group has operated a number of equity-settled share-based payment
schemes.
Equity-settled share-based payment schemes are initially measured at fair value at the grant
date and recognised as a charge in the income statement over the vesting period based on
the Group’s estimate of the shares that will eventually vest and adjusted for the effect of non-
Share-based payment charges recognised within administrative costs
2025 | 2024 | |
£’000 | £’000 | |
Share-based payment schemes | 21,445 | 22,629 |
Total income statement impact | 21,445 | 22,629 |
The Group operates the following equity-settled share-based payment schemes with a £nil
exercise price:
Share Incentive Plan
The Share Incentive Plan (“SIP”) was offered to all UK Company staff employed at 16 March
2022, being the grant date. The awards will vest on 16 March 2025 and all employees that
have not opted out or left the business between 16 March 2022 and 16 March 2025 will be
entitled to shares in Trainline plc worth £3,600 at grant date.
International Share Incentive Plan
The International Share Incentive Plan (“SIP”) was offered to all non-UK Company staff
employed at 1 March 2022, being the grant date. The awards vested on 28 February 2025
and all employees that have not opted out or left the business between 1 March 2022 and
28 February 2025 were entitled to shares in Trainline plc worth £3,600 at grant date.
Restricted Share Plan (“RSP”)
The Restricted Share Plan (“RSP”) awards Restricted Share Units (“RSUs”) to certain members
of the executive team and senior management. The majority of awards vest evenly in three
tranches over a three-year period. All participants that have not left the business on the
vesting date will be entitled to RSUs which each represent the right to receive one ordinary
share in Trainline plc.
Performance Share Plan (“PSP”)
The Performance Share Plan (“PSP”) award is offered to certain members of the Board and
extended leadership team. Awards vest three years after the grant date and are subject to
the Group meeting specified performance conditions. Only participants that have not left the
business at the vesting date will be entitled to PSPs which each represent the right to receive
one ordinary share in Trainline plc.
Matching Shares
From 20 April 2020, all Company employees were entitled to one free matching share for
every one partnership share they purchase under the SIPs, subject to remaining employees
for the three-year vesting period.
Deferred Share Bonus Plan (“DSBP”)
The DSBP was offered to the CEO and CFO for the purpose of deferring Executive Director
annual bonus in accordance with Company’s Directors’ Remuneration Policy. The first award
was granted to the CEO on 30 June 2022 and 50% vested on 19 May 2023 and a further
50% vested on 20 May 2024. The second award was granted to the CEO and CFO on 4 May
2023 and 50% vested on 20 May 2024 and a further 50% will vest on 12 May 2025 provided
participants remain an employee on vesting dates. A third award was granted to the CEO
and CFO on 3 May 2024 and 50% vested on 28 February 2025 and a further 50% will vest
on 28 February 2026 provided participants remain an employee on vesting dates.
continued
Financial Statements
continued
Notes
16. Share-based payments
continued
Trainline plc
Annual Report & Accounts 2025
121
Key assumptions used in valuing the share-based payments were as follows:
Share | International Share | Restricted | Performance | Deferred Shares | ||
Incentive Plan | Incentive Plan | Share Plan | Share Plan | Bonus Plan | Matching Shares | |
3 years after the | 3 years after the | 3 years after the | ||||
Exit date | 16 March 2025 | 28 February 2025 | grant date 1 | grant date | 12 May 2025 2 | grant date |
Attrition rate over life of award | 17% | 17% | 14%-19% | 0%–17% | 0% | 18% |
Weighted average fair value estimated at grant date 3 | 199p | 214p | 331p | 246p | 295p | 270p |
1. Exit date for first tranche and then annually for following two years’ awards.
2. Exit date for first tranche and the anniversary following the second tranche.
3. Awards with market-based performance conditions were valued using the Monte Carlo simulation approach. All other awards were valued based on the market value at grant date.
Carrying value and fair value of share-based payment liabilities
The carrying value and fair value of the Group’s equity-settled share-based payment arrangements were determined using option pricing models.
The expense recognised in the year for share-based payments is £21.4 million (FY2024: £22.6 million), including the relevant employer’s social security contributions.
2025 | 2024 | |
£’000 | £’000 | |
Share Incentive Plan | 689 | 599 |
International Share Incentive Plan | 106 | 93 |
Restricted Share Plan | 4,767 | 4,739 |
Performance Share Plan | 15,028 | 16,403 |
Deferred Share Bonus Plan | 159 | 619 |
Matching Shares | 696 | 176 |
Total income statement impact | 21,445 | 22,629 |
continued
Financial Statements
continued
Notes
16. Share-based payments
continued
Trainline plc
Annual Report & Accounts 2025
122
The movements in share awards are summarised as follows:
Share | International Share | Restricted | Performance | Deferred Share | ||
Outstanding Number | Incentive Plan | Incentive Plan | Share Plan | Share Plan | Matching Shares | Bonus Plan |
At 1 March 2023 | 1,014,410 | 126,350 | 1,955,914 | 18,238,648 | 168,973 | 133,243 |
Granted | – | – | 1,618,169 | 7,496,908 | 107,409 | 185,076 |
Lapsed | (140,790) | (12,635) | (188,425) | (2,461,405) | (23,367) | – |
Exercised | (48,636) | – | (1,630,675) | – | (2,449) | (66,621) |
At 29 February 2024 | 824,984 | 113,715 | 1,754,983 | 23,274,151 | 250,566 | 251,698 |
Granted | – | – | 1,798,347 | 4,965,514 | 101,637 | 174,489 |
Lapsed | (106,495) | (10,830) | (356,052) | (4,766,664) | (29,697) | – |
Exercised | (179,524) | (3,610) | (308,206) | (1,446,155) | (42,348) | (159,160) |
At 28 February 2025 | 538,965 | 99,275 | 2,889,072 | 22,026,846 | 280,158 | 267,027 |
The weighted average share price at the date share options were exercised was 350p (FY2024: 277p). The weighted average remaining contractual life of the share options were 1 year and 3
continued
Financial Statements
continued
Notes
Trainline plc
Annual Report & Accounts 2025
123
Share capital represents the number of shares in issue at their nominal value.
Ordinary shares in the Group are issued, allotted and fully paid up. The holders of ordinary
shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company.
Shareholding at 28 February 2025
Number | £’000 | |
Ordinary shares – £0.01 | 445,465,480 | 4,455 |
Shareholding at 29 February 2024
Number | £’000 | |
Ordinary shares – £0.01 | 471,032,086 | 4,710 |
In September 2023, the Company commenced a share buyback programme to purchase its
own ordinary shares. In May 2024, the Company announced an additional share buyback
programme to purchase its own ordinary shares following the completion of the September
2023 programme. The total number of shares bought back in FY2025 was 25,566,606 shares
with a nominal value of £255,666 (FY2024: £96,484) representing 6% (FY2024: 2%) of the
ordinary shares in issue (excluding shares held in treasury). All shares bought back in FY2025
were cancelled.
On 13 March 2025 Trainline plc formally announced the commencement of a share buyback
programme for up to a maximum consideration of £75.0 million.
The shares were acquired on the open market at a total consideration (excluding costs) of
£88.8 million (FY2024: £27.7 million). The maximum and minimum prices paid were £4.42
(FY2024: £3.36) and £2.93 (FY2024: £2.32) per share respectively. The average price paid was
£3.47 (FY2024: £2.87). Costs incurred on the purchase of own shares in relation to stamp duty
Share premium represents the amount over the nominal value which was received by the
Group upon the sale of the ordinary shares. Upon the date of listing the nominal value of
shares was £1.00 (subsequently reduced to £0.01 in FY2020) but the initial offering price
was £3.50.
Share premium is stated net of any direct costs relating to the issue of shares.
On 19 December 2023, the High Court of Justice approved the cancellation of the amount
standing to the credit of the Company’s share premium account in full. The cancellation
resulted in a corresponding increase in the Group’s distributable reserves.
Retained earnings
Retained earnings represents the profit the Group makes that is not distributed as dividends.
No dividends have been paid outside the Group in any year.
Foreign exchange
The foreign exchange reserve represents the net difference on the translation of the
statement of financial position and income statements of foreign operations from functional
currency into reporting currency over the period such operations have been owned by
the Group.
continued
Financial Statements
continued
Notes
17. Capital and reserves
continued
Trainline plc
Annual Report & Accounts 2025
124
Other reserves
Share-based payment | Capital Redemption | ||||
Merger reserve | Treasury reserve | reserve | Reserve | Total other reserves | |
£’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 March 2023 | (1,122,218) | (26,728) | 19,968 | – | (1,128,978) |
Addition of treasury shares | – | (7,500) | – | – | (7,500) |
Allocation of treasury shares to fulfil share-based payment | – | 4,466 | (4,444) | – | 22 |
Share-based payment charge | – | – | 19,909 | – | 19,909 |
Deferred tax on share-based payment | – | – | 3,892 | – | 3,892 |
Purchase of own share for cancellation | – | – | – | 97 | 97 |
Transfer to retained earnings 1 | – | – | (166) | – | (166) |
At 29 February 2024 | (1,122,218) | (29,762) | 39,159 | 97 | (1,112,724) |
Addition of treasury shares | – | (17,143) | – | – | (17,143) |
Allocation of treasury shares to fulfil share-based payment | – | 8,813 | (8,813) | – | – |
Share-based payment charge | – | – | 20,461 | – | 20,461 |
Deferred tax on share-based payment | – | – | (653) | – | (653) |
Purchase of own share for cancellation | – | – | – | 255 | 255 |
Transfer to retained earnings 1 | – | – | (670) | – | (670) |
At 28 February 2025 | (1,122,218) | (38,092) | 49,484 | 352 | (1,110,474) |
1. Transfer to retained earnings relates to the difference between the share price at grant date of the exercised shares and the actual cost of the treasury shares purchased to fulfil the share-based payment.
Merger reserve
Prior to the initial public offering (“IPO”) the ordinary shares of the pre-IPO top company, Victoria Investments S.C.A., were acquired by Trainline plc. As the ultimate shareholders and their
relating rights did not change as part of this transaction, this was treated as a common control transaction under IFRS. The balance of the merger reserve represents the difference between
the nominal value of the reserves from the Victoria Investments S.C.A. Group and the value of reserves in Trainline plc prior to the restructure.
Treasury shares reflect the value of shares held by the Group’s Employee Benefit Trusts (“EBT”). At 28 February 2025 the Group’s EBT held 13.1 million shares (FY2024: 11.5 million) which have
continued
Financial Statements
continued
Notes
17. Capital and reserves
continued
Trainline plc
Annual Report & Accounts 2025
125
Share-based payment reserve
The share-based payment reserve is built up of charges in relation to equity-settled share-
based payment arrangements which have been recognised within the profit and loss account.
Capital redemption reserve
The capital redemption reserve represents the nominal value of shares bought back
This note explains the accounting policies governing the Group’s pension schemes and
details the calculations and actuarial assumptions related to these.
The majority of the Group’s employees are members of a defined contribution pension
scheme. Additionally, the Group operates one defined benefit pension plan which is closed
to new entrants.
For defined contribution schemes, the Group pays contributions into separate funds on
behalf of the employee and has no further obligations to employees. The risks associated
with this type of plan are assumed by the member. Contributions paid by the Group in
respect of the current year are included within Note 6.
The defined benefit scheme is a pension arrangement under which participating members
receive a pension benefit at retirement determined by the scheme rules, salary and length
of pensionable service. The income statement charge for the defined benefit scheme is the
current/past service cost and the net interest cost which is the change in the net defined
benefit liability that arises from the passage of time. The Group underwrites both financial
and demographic risks associated with this type of plan.
(i) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability
is recognised for the amount expected to be paid if there is a present legal or constructive
obligation to pay this amount as a result of past service provided by the employee and the
obligation can be estimated reliably.
(ii) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related
service is provided. Prepaid contribution is recognised as an asset to the extent that a cash
refund or a reduction in future payments is available.
(iii) Defined benefit plans
The Group participates in a defined benefit scheme which is closed to new members.
The assets of the scheme are held separately from those of the Group. Pension scheme
assets are measured using market values.
The Group’s net obligation in respect of defined benefit plans is calculated separately by
estimating the amount of future benefit that employees have earned in the current and
prior years, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed every year end by a qualified
actuary using the projected unit credit method and discounted at the current rate of return
on a high-quality corporate bond of equivalent term and currency to the liability. When the
calculation results in a potential asset for the Group, the recognised asset is limited to the
present value of economic benefits available in the form of any future refunds from the plan
or reductions in future contributions to the plan. To calculate the present value of economic
benefits, consideration is given to any applicable minimum funding requirements.
The scheme is subject to an asset ceiling, meaning when the scheme is remeasured and
shows a net asset position an asset ceiling is applied equal to this amount, meaning the
Group recognises no asset on its statement of financial position. This is because the Group
does not have an irrevocable right to the surplus of the scheme. If the scheme is in a net
deficit the Group would recognise the liability.
Remeasurement of the net defined benefit liability, which comprise actuarial gains and
losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any,
excluding interest), are recognised immediately in other comprehensive income. The Group
determines the net interest expense (income) on the net defined benefit liability (asset) for
the year by applying the discount rate used to measure the defined benefit obligation at the
beginning of the annual period to the then-net defined benefit liability (asset), taking into
account any changes in the net defined benefit liability (asset) during the year as a result
of contributions and benefit payments. Net interest expense and other expenses related to
defined benefit plans are recognised in the income statement.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change
in benefit that relates to past service or the gain or loss on curtailment is recognised
immediately in the income statement. The Group recognises gains and losses on the
settlement of a defined benefit plan when the settlement occurs.
Termination benefits are expensed at the earlier of when the Group can no longer withdraw
the offer of those benefits and when the Group recognises costs for a restructuring. If
benefits are not expected to be settled wholly within 12 months of the end of the reporting
continued
Financial Statements
continued
Notes
18. Other employee benefits
continued
Trainline plc
Annual Report & Accounts 2025
126
Defined benefit pension plan
(a) The Scheme
Qjump Limited, a subsidiary of the Group, operates a defined benefit pension scheme which
is closed to new entrants. The Qjump Shared Cost Section of the Railways Pension Scheme
(“the Scheme”) is a funded scheme and provides benefits based on final pensionable pay.
The assets of the Scheme are held separately from those of the Company and are managed
by Railpen. The Trustees of Railpen are responsible for governance of the plan and for
appointing members to the Railpen Boards. As the scheme is currently in an asset position
no contributions are expected from the Group in the coming year, apart from to cover the
scheme administration costs.
Triennial valuation
The most recent published actuarial valuation was carried out by the Scheme Actuary as at
31 December 2022.
IAS 19 Employee benefits valuation
The IAS 19 valuations of the defined benefit pension scheme have been updated at each
year end, the latest being 28 February 2025 by qualified independent actuaries Willis Towers
Watson Ltd. The main financial assumptions applied in the valuations and an analysis of
schemes’ assets are as follows:
(i) Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as
weighted averages).
2025 | 2024 | |
% pa | % pa | |
Discount rate | 5.70 | 5.20 |
Price inflation (RPI measure) | 3.05 | 3.15 |
Increases to deferred pensions (CPI measure) | 2.70 | 2.75 |
Pension increase (CPI measure) | 2.70 | 2.75 |
Salary increase | n/a | n/a |
Assumptions regarding future mortality have been based on published statistics and
mortality tables. The current longevities underlying the values of the defined benefit
obligation at the reporting date were as follows:
2025 | 2024 | |
years | years | |
Longevity at age 65 for current pensioners | ||
Males | 19.3 | 19.4 |
Females | 22.2 | 22.2 |
Longevity at age 65 for current members aged 45 | ||
Males | 20.5 | 20.6 |
Females | 23.7 | 23.7 |
Assumptions used are best estimates from a range of possible actuarial assumptions, which
may not necessarily be borne out in practice.
Given the net position is not significant, changes in assumptions are not likely to impact the
valuation significantly.
When defined benefit funds have an IAS 19 surplus, they are recorded at the lower of
that surplus and the future economic benefits available in the form of a cash refund or
a reduction in future contributions. Any adjustment to the surplus is recorded in other
comprehensive income.
continued
Financial Statements
continued
Notes
18. Other employee benefits
continued
Defined benefit pension plan
continued
Trainline plc
Annual Report & Accounts 2025
127
2025 | 2024 | |
Liability | £’000 | £’000 |
Deferred members | (2,262) | (2,336) |
Pensioner members (including dependents) | (725) | (821) |
Total | (2,987) | (3,157) |
Assets | ||
Value of assets at end of year | 3,761 | 4,147 |
Funded status at end of year | 774 | 990 |
Adjustment for the members share of surplus | (310) | (396) |
Effect of asset ceiling | (464) | (594) |
Net defined benefit at end of year | – | – |
2025 | 2024 | |
£’000 | £’000 | |
Employer’s share of administration cost | 13 | 17 |
Total employer’s share of service cost | 13 | 17 |
Employer’s share of pension expense | 13 | 17 |
(ii) Other comprehensive income (OCI)
2025 | 2024 | |
£’000 | £’000 | |
Gain due to the liability expense | (6) | (32) |
Gain due to the liability assumption changes | (252) | (64) |
Adjustment for the members’ share | (97) | (118) |
Return on plan assets less than discount rate | 503 | 392 |
Change in effect of the asset ceiling | (161) | (195) |
Total gain recognised in OCI | (13) | (17) |
(b) Movements in net defined benefit liability
The following table shows the reconciliation from the opening balances to the closing
balances for net defined benefit liability and its components.
2025 | 2024 | |
£’000 | £’000 | |
Defined benefit obligation | ||
Opening balance | 3,157 | 3,207 |
Interest cost | 162 | 161 |
Defined benefit obligation | 3,319 | 3,368 |
Actuarial gain arising from: | ||
Financial assumptions | (248) | (76) |
Experience adjustment | (6) | (32) |
Demographic adjustment | (4) | 12 |
(258) | (96) | |
Other | ||
Benefits paid | (74) | (115) |
Closing balance | 2,987 | 3,157 |
Trainline plc
Annual Report & Accounts 2025
continued
Financial Statements
continued
Notes
18. Other employee benefits
continued
128
Reconciliation of value of assets:
2025 | 2024 | |
£’000 | £’000 | |
Opening value of scheme assets | 4,147 | 4,458 |
Interest income on assets | 213 | 224 |
Return on plan assets less than discount rate | (503) | (392) |
Employer and employee contributions | – | – |
Actual benefit payments | (74) | (115) |
Administration costs | (22) | (28) |
Closing value of scheme assets | 3,761 | 4,147 |
(c) Plan assets
Plan assets comprise:
2025 | 2024 | |
£’000 | £’000 | |
Growth assets 1 | 681 | 1,399 |
Government bonds | 1,577 | 2,017 |
Non-government bonds | 879 | 723 |
Other assets | 624 | 8 |
3,761 | 4,147 |
1. Includes funds with a growth focus, predominantly comprising global equity securities and infrastructure assets.
All equity securities and government bonds have quoted prices in active markets.
(d) Risk exposure
Through its defined benefit pension plans, the Group is exposed to a number of risks, the
most significant of which are detailed below:
•
Asset volatility: There is a risk that a fall in asset values is not matched by a corresponding
reduction in the value placed on the Scheme’s defined benefit obligation. The Scheme
holds a proportion of growth assets, which are expected to outperform corporate and
government bond yields in the long term, but gives exposure to volatility and risk in the
short term.
•
Change in bond yields: A decrease in corporate bond yields will increase the value placed
on the Scheme’s defined benefit obligation, although this will be partially offset by an
increase in the value of the Scheme’s corporate bond holdings.
•
Inflation risk: The majority of the Scheme’s defined benefit obligation is linked to inflation,
where higher inflation will lead to a higher value being placed on the defined benefit
obligation. Some of the Scheme’s assets are either unaffected by inflation or loosely
correlated with inflation (e.g. growth assets), meaning that an increase in inflation will
generally increase the deficit.
•
Life expectancy: An increase in life expectancy will lead to an increased value being placed
on the Scheme’s defined benefit obligation. Future mortality rates cannot be predicted
with certainty.
continued
Financial Statements
continued
Notes
18. Other employee benefits
continued
Defined benefit pension plan
continued
Trainline plc
Annual Report & Accounts 2025
129
(e) Sensitivity analysis
A quantitative sensitivity analysis for significant assumptions as at 28 February and
29 February respectively is, as shown below:
Approximate change in | ||
defined benefit obligation | ||
2025 | 2024 | |
£’000 | £’000 | |
Discount rate | ||
0.25% decrease | 109 | 125 |
0.25% increase | (103) | (118) |
Price inflation (CPI measure) | ||
0.25% decrease | (105) | (119) |
0.25% increase | 110 | 126 |
Life expectancy | ||
Decrease by 1 year | (85) | (88) |
Increase by 1 year | 81 | 88 |
The above sensitivity analyses are based on a change in an assumption while holding all
other assumptions constant. In practice, this is unlikely to occur, and changes in some of
the assumptions might be correlated. When calculating the sensitivity of the defined benefit
obligation to significant actuarial assumptions, the same method has been applied as when
calculating the defined benefit liability recognised in the balance sheet. The methods and
types of assumptions used in preparing the sensitivity analysis did not change compared to
the prior year.
(f) Funding arrangements
Under the UK’s scheme specific funding regime, contributions are payable in line with the
Schedule of Contributions from the most recent formal actuarial valuation. There are no
The table below details changes in liabilities arising from financing activities, including both
cash and non-cash changes.
Loans and | |||
borrowings | |||
(current and | Lease | ||
non-current) | liabilities | Total | |
£’000 | £’000 | £’000 | |
Balance at 1 March 2024 | 140,785 | 12,328 | 153,113 |
Changes from cash flows | |||
Interest paid | (6,578) | (287) | (6,865) |
Issue costs and fees | (813) | – | (813) |
Proceeds from revolving credit facility | 180,000 | – | 180,000 |
Repayment of revolving credit facility and other | |||
borrowings | (170,000) | – | (170,000) |
Repayment of lease liability | – | (4,906) | (4,906) |
Total changes from financing cash flows | 2,609 | (5,193) | (2,584) |
Other changes | |||
Amortisation of transaction costs | 1,172 | – | 1,172 |
Net interest expense | 6,564 | 287 | 6,851 |
Remeasurement of lease liabilities | – | 30 | 30 |
Balance at 28 February 2025 | 151,130 | 7,452 | 158,582 |
continued
Financial Statements
continued
Notes
19. Changes in liabilities arising from financing activities
continued
Trainline plc
Annual Report & Accounts 2025
130
Loans and | |||
borrowings | |||
(current and | Lease | ||
non-current) | liabilities | Total | |
£’000 | £’000 | £’000 | |
Balance at 1 March 2023 | 138,858 | 15,047 | 153,905 |
Changes from cash flows | |||
Interest paid | (5,925) | (215) | (6,140) |
Issue costs and fees | (58) | – | (58) |
Proceeds from revolving credit facility | 90,000 | – | 90,000 |
Repayment of revolving credit facility and other | |||
borrowings | (90,000) | – | (90,000) |
Repayment of lease liability | – | (4,013) | (4,013) |
Total changes from financing cash flows | (5,983) | (4,228) | (10,211) |
Other changes | |||
Amortisation of transaction charges | 1,522 | – | 1,522 |
Net interest expense | 6,388 | 370 | 6,758 |
Addition of lease liabilities | – | 902 | 902 |
Remeasurement of lease liabilities | – | 237 | 237 |
Balance at 29 February 2024 | 140,785 | 12,328 | 153,113 |
Financial instruments comprise financial assets and financial liabilities.
The Group classifies its non-derivative financial assets into the following categories: cash and
cash equivalents and trade and other receivables. The classification depends on the purpose
for which the assets are held. The classification is first performed at initial recognition and
then re-evaluated at every reporting date for financial assets other than those held at fair
value through the income statement.
Cash and cash equivalents comprise cash balances and some call deposits.
Trade and other receivables are initially recognised at fair value. Subsequent to initial
recognition, they are measured at amortised cost using the effective interest method, less
any impairment losses. Trade and other receivables are presented in current assets in the
statement of financial position, except for those with maturities greater than one year after
the reporting date.
Trade and other receivables, classified as financial assets, exclude prepayments and
The Group classifies its financial liabilities into the following categories: trade and other
payables, loans and borrowings, other non-current liabilities and lease liabilities.
Trade payables and accruals, which include amounts owed to carriers in respect of ticket
sale monies that the Group has collected on their behalf and amounts due to other suppliers
for general business expenditure, are initially recognised at fair value less any directly
attributable transaction costs. Subsequent to initial recognition, these liabilities are measured
at amortised cost using the effective interest method.
Trade and other payables are classified as financial liabilities, excluding contract liabilities
continued
Financial Statements
continued
Notes
20. Financial Instruments
continued
Accounting definitions
continued
Trainline plc
Annual Report & Accounts 2025
131
(ii) Loans and borrowings
The financial liabilities recognised in this category include secured loan facilities, convertible
bonds and preference shares held by the Group and are presented in borrowings in both
current and non-current liabilities in the statement of financial position.
Borrowings are recognised initially at fair value less attributable transaction costs incurred.
Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost
using the effective interest method.
(iii) Lease liabilities
The Group’s activities expose it to a variety of financial risks: market risk (including interest
rate risk), credit risk and liquidity risk. The Group’s overall risk management framework seeks
to minimise potential adverse effects on the Group’s financial performance.
(i) Risk management framework
The Group’s Directors have overall responsibility for the establishment and oversight of the
Group’s risk management framework.
The Group’s risk management policies are established to identify and analyse the risks faced
by the Group, to set appropriate risk limits and controls and to monitor risks and adherence
to conditions and the Group’s activities. The Group, through its training and management
standards and procedures, aims to maintain a disciplined and constructive control
environment in which all employees understand their roles and obligations.
Market risk is the risk of losses in positions arising from movements in market variables.
The Group was exposed to movements in SONIA on its variable rate revolving credit facility
(see Note 14) and the Group has transactional foreign currency exposures, which arise from
sales and purchases by the relevant segment in currencies other than the Group’s functional
currency. Based on sensitivity analysis performed, an increase in the interest rate of 100
basis points would have decreased FY2025 profit after tax by £0.7 million
1
(FY2024: decrease
by £0.7 million), and a decrease in the interest rate of 100 basis points would have increased
FY2025 profit after tax by £0.7 million
1
(FY2024: increase of £0.7 million).
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations and arises principally from the Group’s
receivables from customers. Trade receivables are assessed for risk of default by customers
on a periodic basis and terms of trade are adjusted accordingly. Default is defined as when
a financial asset is 90 days past due, this being the rebuttal presumption in IFRS 9. Trade
receivables are insured on risk and cost grounds.
Under the terms of Group’s retail licences, carriers require certain security arrangements with
the Group in order to mitigate its credit risk under the payment and settlement procedures
outlined in the licences. The Group satisfies these security arrangements through bank
guarantees from the Group’s lenders. The bank guarantees are provided under the Group’s
revolving credit facility, details of which are included in Note 14.
Debt is reviewed on a weekly basis and any customers who fall overdue are chased
immediately, if payment is not received and the account is put on hold until previous debts
cleared. Exposures to customers are regularly reviewed and management will make a
decision on remedial action to be taken. The expected credit loss as at 28 February 2025
was £0.4 million (FY2024: £0.3 million). Indicators that there is no reasonable expectation of
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another financial
asset. The Group’s approach is to ensure, as far as possible, that it will have sufficient liquidity
to meet its liabilities when they are due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation.
The Group maintains a daily cash forecast in order to ensure that it has sufficient liquidity to
cover all expected cash flows including scheduled repayment of debt.
In addition, a revolving credit facility is in place under which the Group is able to draw down
cash of up to £325.0 million. Of the £325.0 million facility in place at 28 February 2025,
£121.8 million (FY2024: £149.0 million) was utilised by a guarantee provided to the Rail
Settlement Plan Limited. A further £45.2 million (FY2024: £34.4 million) was utilised by
guarantees provided to International Train Operating Companies. The remaining headroom
on the revolving credit facility at 28 February 2025 was £88.0 million (FY2024: £81.6 million),
which is available to draw in cash or bank guarantees.
continued
Financial Statements
continued
Notes
Accounting definitions
continued
Financial risk management continued
Trainline plc
Annual Report & Accounts 2025
132
20. Financial Instruments
continued
The Group was subject to bank covenants, all of which have been met during the year.
In relation to the £325.0 million facility entered into on 26 July 2022: (1) net debt to adjusted
EBITDA must be no more than 3.00:1; and (2) adjusted EBITDA to net finance charges must
Trainline’s primary use of capital is to invest behind its strategic priorities to drive organic
growth and deliver attractive and sustainable rates of return. The Group may supplement
that with inorganic investment, should it help accelerate delivery of the Group’s strategic
growth priorities. Trainline will continue to manage debt leverage, including retaining a
prudent and appropriate level of liquidity headroom should unforeseen circumstances
arise. Any surplus capital thereafter may be returned to shareholders, including through
At inception of a contract, the Group assesses whether or not a contract is, or contains, a
lease. A contract is, or contains, a lease if the contract conveys the right to control the use
of an identified asset for a period of time in exchange for consideration. When a lease is
recognised in a contract the Group recognises a right-of-use asset and a lease liability at
the lease commencement date.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the
lease liability adjusted for any lease prepayments made at or before the commencement date,
plus any initial direct costs incurred and an estimate of costs to dismantle and remove the
underlying asset or to restore the underlying asset or the site on which it is located, less any
lease incentives received. The right-of-use asset is subsequently depreciated using the straight-
line method from the commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets
are based on the length of the leases. In addition, the right-of-use asset is periodically reduced
by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not
paid at the commencement date, discounted using the interest rate implicit in the lease or, if
that rate cannot be readily determined, the Group’s incremental borrowing rate based on the
rate of interest that the Group paid on borrowings at the date of lease inception.
The lease liability is measured at amortised cost using the effective interest method. It is
remeasured when there is a change in future lease payments arising from a change in an index
or rate, or if the Group changes its assessment of whether it will exercise a purchase, extension
or termination option. If there is an extension on the lease term that is not considered a new
lease, the lease liability is remeasured using revised payments and a revised discount rate at
the date of the modification. A corresponding adjustment is made to the right-of-use asset.
The Group presents right-of-use assets in property, plant and equipment and lease liabilities
in loans and borrowings in the statement of financial position.
The Group leases assets including office buildings that are held within property, plant and
equipment. Information about leases for which the Group is a lessee is presented below.
a) Right-of-use assets
Details of right-of-use assets are disclosed in Note 11.
b) Lease liabilities in the statement of financial position
2025 | 2024 | |
£’000 | £’000 | |
Current liabilities | 4,345 | 4,992 |
Non-current liabilities | 3,107 | 7,336 |
7,452 | 12,328 |
The maturity analysis of lease liabilities is disclosed in Note 14.
c) Amounts charged in the income statement
2025 | 2024 | |
£’000 | £’000 | |
Depreciation expense of right-of-use assets | 4,292 | 4,088 |
Interest expense in lease liabilities | 287 | 370 |
4,579 | 4,458 |
d) Cash outflow
2025 | 2024 | |
£’000 | £’000 | |
Total cash outflow for leases | 5,193 | 4,228 |
continued
Financial Statements
continued
Notes
Trainline plc
Annual Report & Accounts 2025
133
The Group holds, directly or indirectly, share capital in the following companies:
Country of | Registered | Nature of | ||
Name of company | Incorporation | Ownership | Address | business |
Victoria Investments Finco Limited | United Kingdom | 100% | a | Holding |
Victoria Investments Intermediate | ||||
Holdco Limited | United Kingdom | 100% | a | Holding |
Trainline International Limited | United Kingdom | 100% | a | Holding |
Trainline France SAS | France | 100% | b | Holding |
Trainline SAS | France | 100% | b | Trading |
Trainline.com Limited | United Kingdom | 100% | a | Trading |
Qjump Limited | United Kingdom | 100% | a | Trading |
Trainline Italia S.R.L | Italy | 100% | c | Holding |
Trainline España, S.L. | Spain | 100% | d | Holding |
Trainline Deutschland TDL GmbH 1 | Germany | 100% | e | In liquidation |
Railguard Limited | United Kingdom | 100% | a | Trading |
Trainline Holdco Limited | United Kingdom | 100% | a | Holding |
Signalbox Technologies Limited | United Kingdom | 100% | a | Trading |
1. Subsidiary went into liquidation on 28 February 2025.
Registered address key:
a
120 Holborn, London, EC1N 2TD
b
20 rue Saint Georges, 75009 Paris
c
Corso Vercelli, 40 20145 Milan, Italy
d
Carrer d’Avila 112, 08018, Barcelona, Spain
e
Reinhardtstraße 31, 10117, Berlin, Germany
The following subsidiaries are exempt from the Companies Act 2006 requirements relating
to the audit of their individual financial statements by virtue of Section 479A of the Act as
this company has guaranteed the subsidiary companies under Section 479C of the Act:
Victoria Investments Finco Limited registered no. 09394939
Qjump Limited registered no. 04124436
Railguard Limited registered no. 09621101
Trainline Holdco Limited registered no. 12098773
Victoria Investments Intermediate Holdco Limited registered no. 09451259
Trainline International Limited registered no. 06881309
During the year, the Group entered into transactions in the ordinary course of business with
related parties.
Key management personnel are defined as the Board of Directors, including
Non-Executive Directors.
During the year key management personnel have received the following compensation:
short-term employee benefits £8,524,526 (FY2024: £3,593,819); post-employment benefits
£62,074 (FY2024: £58,111); and ongoing share-based payment schemes £3,778,778 (FY2024:
£3,033,999). No other long-term benefits or termination benefits were paid (FY2024: £nil).
The highest paid director received: short-term employee benefits £5,050,822 (FY2024:
£1,980,067); post-employment benefits £38,250 (FY2024: £35,304); and ongoing share-based
payment schemes £2,562,309 (FY2024: £2,172,523). There were no Directors to whom
retirement benefits were accruing under defined contribution schemes (FY2024: nil).
Information on the emoluments of the Directors who served during the year, together with
information regarding the beneficial interest of the Directors in the ordinary shares of the
Company is included in the Directors’ Remuneration Report on pages 68 to 80.
At 28 February 2025 key management personnel held 673,700 shares in Trainline plc
continued
Financial Statements
continued
Notes
Trainline plc
Annual Report & Accounts 2025
134
This note details any capital commitments in contracts that the Group has entered which
have not been recognised as liabilities on the balance sheet.
In order to optimise capital allocation to create greater value for its shareholders, on
13 March 2025 Trainline plc formally announced the commencement of a share buyback
programme for up to a maximum consideration of £75.0 million. In April 2025, we announced
our intention to acquire Spanish online retailer Trenes.com (subject to competition authority
approval) as another channel in which to build customer demand. There have been no other
continued
Financial Statements
Alternative performance measures
Trainline plc
Annual Report & Accounts 2025
135
When assessing and discussing financial performance, certain alternative performance
measures (“APMs”) of historical or future financial performance, financial position or cash
flows are used which are not defined or specified under IFRS. APMs are used to improve the
comparability of information between reporting periods and operating segments.
APMs should be considered in addition to, not as a substitute for, or as superior to, measures
reported in accordance with IFRS.
APMs are not uniformly defined by all companies. Accordingly, the APMs used may not be
comparable with similarly titled measures and disclosures made by other companies. These
measures are used on a supplemental basis as they are considered to be indicators of the
underlying performance and success of the Group.
Net ticket sales
1
Net ticket sales represent the gross value of ticket sales to customers, less the value of
refunds issued, during the accounting period via B2C or Trainline Solutions channels. The
Group acts as an agent or technology provider in these transactions. Net ticket sales do not
represent the Group’s revenue.
Management believe net ticket sales are a meaningful measure of the Group’s operating
performance and size of operations as this reflects the value of transactions powered by the
Group’s platform. The rate of growth in net ticket sales may differ to the rate of growth in
revenue due to the mix of commission rates and service fees.
Adjusted EBITDA
The Group believe that adjusted EBITDA is a meaningful measure of the Group’s operating
performance and debt servicing ability without regard to amortisation and depreciation
methods as well as share-based payment charges which can differ significantly.
Adjusted EBITDA is calculated as profit after tax before net financing income/(expense),
tax, depreciation and amortisation, exceptional items and share-based payment charges.
Exceptional items are excluded as management believe their nature could distort trends in
the Group’s underlying earnings. This is because they are one off in nature or not related
to underlying trade. Share-based payment charges are also excluded as they can fluctuate
significantly year-on-year.
1. Net ticket sales is not subject to audit as it is a non-statutory measure.
A reconciliation of operating profit to adjusted EBITDA is as follows:
2025 | 2024 | ||
Notes | £’000 | £’000 | |
Operating profit | 85,578 | 55,579 | |
Adjusting items: | |||
Depreciation and amortisation | 10,11 | 43,167 | 41,662 |
Share-based payment charges | 16 | 21,445 | 22,629 |
Exceptional items | 4 | 8,945 | 2,263 |
Adjusted EBITDA | 159,135 | 122,133 |
Adjusted earnings
Adjusted earnings are a measure used by the Group to monitor the underlying performance
of the business, excluding certain non-cash and exceptional costs.
Adjusted earnings is calculated as profit after tax with share-based payment charges in
administrative expenses, exceptional items and amortisation of acquired intangibles added
back, together with the tax impact of these adjustments also added back.
Exceptional items are excluded as management believe their nature could distort trends in
the Group’s underlying earnings. Share-based payment charges are also excluded as they can
fluctuate significantly year-on-year and are a non-cash charge to the business. Amortisation
of acquired intangibles is a non-cash accounting adjustment relating to previous acquisitions
and is not linked to the ongoing trade of the Group.
continued
Financial Statements
continued
Alternative performance measures
Trainline plc
Annual Report & Accounts 2025
136
A reconciliation from the profit after tax to adjusted earnings is as follows:
2025 | 2024 | ||
Notes | £’000 | £’000 | |
Profit after tax | 58,348 | 33,986 | |
Earnings attributable to equity holders | 58,348 | 33,986 | |
Adjusting items: | |||
Exceptional items | 4 | 8,945 | 2,263 |
Amortisation of acquired intangibles 1 | 10 | 5,605 | 5,988 |
Share-based payment charges | 16 | 21,445 | 22,629 |
Tax impact of the above adjustments | (9,012) | (7,555) | |
Adjusted earnings | 85,331 | 57,311 |
1.
This consists of the amortisation of brand valuation of £5.2 million (FY2024: £5.2 million), customer valuation of
£0.4 million (FY2024: £0.8 million) and software development of £nil (FY2024: £nil).
Net debt
Net debt is a measure used by the Group to measure the overall debt position after taking
into account cash held by the Group. Net debt represents aggregate amount of loans and
borrowings as disclosed in Note 14 (excluding accrued interest on secured bank loans)
and associated directly attributable transaction costs after taking into account cash held
by the Group.
The calculation of net debt is as follows:
2025 | 2024 | ||
Notes | £’000 | £’000 | |
Loans and borrowings 1 | 14 | (160,152) | (155,028) |
Cash and cash equivalents | 76,757 | 91,085 | |
Net debt | (83,395) | (63,943) |
1
This amount is the aggregate amount of loans and borrowings as disclosed in Note 14 amounting to
£157.8 million (FY2024: £152.3 million) and the capitalised finance charges amounting to £2.4 million
(FY2024: £2.7 million).
Operating free cash flow
The Group use operating free cash flow as a supplementary measure of liquidity.
The Group defines operating free cash flow as cash generated from operating activities,
adding back cash exceptional items, and deducting cash flow in relation to purchase of
property, plant and equipment and intangible assets, including those acquired through
business combinations or trade and asset purchases.
The calculation of operating free cash flow is as follows:
2025 | 2024 | |
£’000 | £’000 | |
Cash generated from operating activities | 147,234 | 129,785 |
Cash exceptional items | 5,193 | 2,263 |
Purchase of property, plant and equipment, intangible assets | ||
and acquisition of subsidiary entities | (42,669) | (40,749) |
Operating free cash flow | 109,758 | 91,299 |
continued
Financial Statements
Trainline plc
Annual Report & Accounts 2025
137
2025 | 2024 | ||
Notes | £’000 | £’000 | |
Non-current assets | |||
Investments | 3 | 1,892,409 | 1,892,409 |
Deferred tax asset | 4 | – | 7,097 |
Amounts owing from subsidiaries | 5 | 220,000 | – |
2,112,409 | 1,899,506 | ||
Current assets | |||
Cash and cash equivalents | 9,311 | 7,854 | |
Trade and other receivables | 709 | 1,451 | |
Amounts owing from subsidiaries | 5 | 35,257 | 225,156 |
45,277 | 234,461 | ||
Current liabilities | |||
Trade and other payables | (4,642) | (4,142) | |
Amounts owing to subsidiaries | 5 | (273,808) | (144,574) |
Loans and borrowings | 6 | (83,025) | (804) |
(361,475) | (149,520) | ||
Net current (liabilities)/assets | (316,198) | 84,941 | |
Total assets less current liabilities | 1,796,211 | 1,984,447 | |
Non-current liabilities | |||
Loans and borrowings | 6 | (68,100) | (139,944) |
(68,100) | (139,944) |
2025 | 2024 | ||
Notes | £’000 | £’000 | |
Net assets | 1,728,111 | 1,844,503 | |
Equity | |||
Called up share capital | 7 | 4,455 | 4,710 |
Share premium account | 7 | – | – |
Capital Redemption Reserve | 7 | 352 | 97 |
Retained earnings | 7 | 1,677,032 | 1,804,414 |
Share-based payment reserve | 7 | 46,272 | 35,282 |
Total equity | 1,728,111 | 1,844,503 |
The notes on pages 139 to 141 form part of the Financial Statements. The Financial
Statements on pages 137 to 141 were approved by the Board of Directors of Trainline plc
(registered number 11961132) on 7 May 2025 and were signed on behalf of the Board. In
accordance with Section 408 of the Companies Act 2006, the Company is exempt from the
requirement to present its own income statement and statement of comprehensive income.
The Company’s loss for the year was £38.7 million (FY2024: profit £191.1 million).
Peter Wood
Jody Ford
Chief Financial Officer
Chief Executive Officer
7 May 2025
7 May 2025
continued
Financial Statements
Parent Company statement of changes in equity
For the year ended 28 February 2025:
Trainline plc
Annual Report & Accounts 2025
138
Capital Redemption | Share-based payment | ||||||
Share capital | Share premium | Reserve | Retained earnings | reserve | Total equity | ||
Notes | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 March 2024 | 4,710 | – | 97 | 1,804,414 | 35,282 | 1,844,503 | |
Loss after tax | – | – | – | (38,704) | – | (38,704) | |
Share-based payments | – | – | – | – | 11,660 | 11,660 | |
Purchase of own shares for cancellation | 7 | (255) | – | 255 | (89,348) | – | (89,348) |
Transfer between reserves 1 | – | – | – | 670 | (670) | – | |
Balance at 28 February 2025 | 4,455 | – | 352 | 1,677,032 | 46,272 | 1,728,111 |
1.
Transfer between reserves relates to the difference between the share price at grant date of the exercised shares and the actual cost of the treasury shares purchased to fulfil the share-based payment.
For the year ended 29 February 2024:
Capital Redemption | Share-based payment | ||||||
Share capital | Share premium | Reserve | Retained earnings | reserve | Total equity | ||
Notes | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
At 1 March 2023 | 4,807 | 1,198,703 | – | 442,260 | 19,968 | 1,665,738 | |
Profit after tax | – | – | – | 191,143 | – | 191,143 | |
Share-based payments | – | – | – | – | 15,480 | 15,480 | |
Purchase of own shares for cancellation | 7 | (97) | – | 97 | (27,858) | – | (27,858) |
Capital Reduction | 7 | – | (1,198,703) | – | 1,198,703 | – | – |
Transfer between reserves 1 | – | – | – | 166 | (166) | – | |
Balance at 29 February 2024 | 4,710 | – | 97 | 1,804,414 | 35,282 | 1,844,503 |
The notes on pages 139 to 141 form part of the Financial Statements.
Trainline plc
Annual Report & Accounts 2025
139
Financial Statements
continued
1. Basis of preparation
The Financial Statements are presented in pound sterling (£GBP), rounded to the nearest
thousand, unless otherwise stated. These Financial Statements were prepared in accordance
with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). In preparing
these Financial Statements, the Company applies the recognition, measurement and disclosure
requirements of International Accounting Standards in conformity with the requirements of
the Companies Act 2006 (“Adopted IFRSs”), but makes amendments where necessary in order
to comply with Companies Act 2006 and has set out below where advantage of the FRS 101
disclosure exemptions has been taken.
These Financial Statements have been prepared on a going concern basis. Further details
are given in the Going Concern Statement on page 102 to 103. After due consideration
the Directors consider that the Company has adequate resources to meet its liabilities
as they fall due and remain in operation for the going concern assessment period. As at
28 February 2025 the Company was in a net current liability position of £316.2 million
(FY2024: £84.9 million net current asset). The Group has in place bank guarantees that can
be utilised to settle trade creditor balances. Bank Guarantees are issued by lenders under
the Group’s revolving credit facility (which the Company has access to) and therefore reduce
the Group’s remaining available facility. The Group and in turn the Company has access to
£88.0 million additional funds under its revolving credit facility (FY2024: £81.6 million) with
bank guarantees of £167.0 million (FY2024: £183.4 million) covering the rail creditor liability.
Further to this, the Group has amounts owing from subsidiaries of £220.0 million classified as
non-current assets. These amounts are repayable on demand and should it be required, the
Company will seek repayment of these amounts. As such the Company has sufficient liquidity
to easily cover the net current liability position.
Accordingly, the Board is satisfied that it is appropriate to adopt the going concern basis of
accounting in preparing these Parent Company Financial Statements.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions
available under that standard in relation to share-based payments, financial instruments,
capital management, presentation of comparative information in respect of certain assets,
presentation of a cash flow statement, standards not yet effective, impairment of fixed
and intangible assets and certain related party transactions. Where required, equivalent
disclosures are given in the Consolidated Financial Statements.
As permitted by section 408(4) of the Companies Act 2006, a separate income statement
and statement of comprehensive income for the Company has not been included in these
Financial Statements. The principal accounting policies adopted are described below.
They have all been applied consistently to all years presented.
Amounts receivable by the Company’s auditors and its associates in respect of services to the
Company and its associates, other than the audit of the Company’s Financial Statements, have
not been disclosed as the information is required instead to be disclosed on a consolidated basis
in the Consolidated Financial Statements.
Key Source of Estimation Uncertainty
The following estimate is deemed critical as it has been identified by Management as one
which is subject to a high degree of estimation uncertainty.
•
Note 3 – Investment impairment test: key assumptions underlying recoverable amounts
The Company’s investment in subsidiaries has been subject to an impairment test, as
the market capitalisation is lower at year end than the carrying value and therefore is
considered an indicator of impairment under IAS 36. Accordingly, the Company has assessed
the recoverable amount of its investment in subsidiary. The recoverable value has been
determined to be the fair value less costs of disposal. There is inherent estimation uncertainty
in determining fair value as it is sensitive to changes in share price (a Level 2 input under
IFRS 13) and control premium (a Level 3 input under IFRS 13). These are considered to be
key assumptions and are dependent on changes in both the macroeconomic environment
and industry-specific factors. An unfavourable change in these assumptions would have
an impact on headroom. Details of the impact of reasonably possible changes to control
premium and share price are evaluated in Note 3 of the Company Financial Statements.
2. Employee benefit expenses
Staff costs presented in this note reflect the total wage, tax, pension and share-based
payment charge relating to employees of the Company. These costs are allocated between
administrative expenses and cost of sales. The allocation between these areas is dependent
on the area of business the employee works in and the activities they have undertaken.
Average number of full-time equivalent employees
2025
Number of
employees
2024
Number of
employees
Management and administration
9
9
Total number of employees
1
9
9
1.
In determining the monthly employee numbers, in respect of leavers and joiners, employee numbers have been
prorated by the number of days they were employed within the Group.
Notes to the Parent Company Financial Statements
Trainline plc
Annual Report & Accounts 2025
140
Financial Statements
continued
2. Employee benefit expenses
continued
Employee benefits expense
2025
£’000
2024
£’000
Wages and salaries
5,628
5,878
Social security contributions
818
871
Contributions to defined contribution plans
96
97
Share-based payment expense
2,132
1,736
Total employee benefits
8,674
8,582
Information on the emoluments of the Directors who served during the year, together
with information regarding the beneficial interest of the Directors in the ordinary shares
of the Company is included in the Directors’ Remuneration Report on pages 68 to 80.
3. Investments
Investments in subsidiaries are stated at cost less any provision for impairment.
The investment relates to the Company’s investment in Trainline Holdco Limited.
2025
£’000
2024
£’000
Opening balance
1,892,409
1,892,409
Closing balance
1,892,409
1,892,409
Assessment of carrying value of investments in subsidiaries
The Company’s investment in subsidiaries has been subject to an impairment test, as the
market capitalisation is lower at year end than the carrying value and therefore is considered
an indicator of impairment under IAS 36. Accordingly, the Company has assessed the
recoverable amount of its investment in subsidiary. Recoverable amount is determined
as the higher of the fair value less costs of disposal and value in use (“VIU”) based on
estimated future cash flows that are discounted to their present value. Management have
calculated both the VIU and fair value less costs of disposal and have determined that
the higher of these is the fair value less costs of disposal and as such this represents the
recoverable amount.
Management acknowledge that the Company’s market capitalisation at the reporting date
was lower than the carrying amount of its investments in subsidiaries. However, reflecting
that the Company’s investment is a 100% holding in Trainline Holdco Limited rather than the
Company’s own shares in isolation, management have considered a more reliable measure
of fair value to be based on market capitalisation plus a reasonable control premium. The
recoverability of the investment is sensitive to changes in share price (a Level 2 input under
IFRS 13) and control premium (a Level 3 input under IFRS 13). These are considered to be key
assumptions and are dependent on changes in both the macroeconomic environment and
industry-specific factors. Management consider an appropriate control premium to be 45%,
based on which a 3.4 percentage point decrease in the control premium or a 2.4% decrease
in the share price, at the measurement date, would lead to the removal of the modelled
headroom in our impairment analysis.
No impairment to the carrying amount of the investment has been recorded in the current
year, reflecting the fact that the recoverable amount exceeds the carrying amount.
4. Deferred tax asset
At the balance sheet date, the Company has not recognised a deferred tax asset on unutilised
carried forward losses of £11.8 million and on carried forward unvested share award
schemes of £6.5 million giving rise to an undisclosed deferred tax asset of £18.3 million. This
is on the basis that it is not probable that future taxable profit and economic benefit will
flow directly to the entity to support recognition under IAS 12. The future tax losses and tax
deduction arising on share schemes, do not expire and are expected to be available for group
relief to Trainline.com Limited in a future accounting period.
5. Amounts owing from and to subsidiaries
Amounts owing from and to subsidiaries are comprised of intercompany loans with
companies within the Group as well as a dividends receivable balance. Amounts owing from
and to Group companies are unsecured, have no fixed date of repayment and are repayable
on demand. IFRS 9 expected credit losses have been assessed as immaterial in relation to
these balances. The dividend receivable has been classified as non-current as it hasn’t been
determined if it will be settled in the normal operating cycle or within 12 months from the
reporting date.
6. Loans and borrowings
Loans and borrowings relate to the revolving credit facility and the convertible bonds.
Please refer to Note 14 of the Consolidated Financial Statements for details.
Notes to the Parent Company Financial Statements
continued
Trainline plc
Annual Report & Accounts 2025
141
Financial Statements
continued
7. Capital and reserves
Share capital
Share capital represents the number of shares in issue at their nominal value.
Ordinary shares in the Company are issued, allotted and fully paid up. The holders of ordinary
shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company.
On incorporation on 24 April 2019, the Company issued 50,000 preference shares for a total
consideration of £50,000, with 1 ordinary share to be issued. The preference shares were
redeemed in full on 20 August 2020. On 26 June 2019, the Company allotted 449,095,131
ordinary shares as part of a share for share exchange in consideration for; the transfer of the
entire issued share capital of Victoria Investments S.C.A to the Company; the acquisition of
the Convertible preferred equity certificates (“CPECs”) and relating interest held by Victoria
Investments S.C.A; and the acquisition and extinguishment of the liability relating to Tracker
shares held by Victoria Investment S.C.A. The nominal value of these shares was £1.00 and
the consideration per share was £3.50.
On 26 June 2019, the Company issued 31,526,093 ordinary shares in its primary listing. The
nominal value of these shares was £1.00 and the consideration per share was £3.50. Share
premium is stated net of directly attributable fees of £3.0 million. On 26 June 2019, the
Company issued an additional 59,284 ordinary shares. The nominal value of these shares was
£1.00 and the consideration per share was £3.50. Following a reduction in capital the nominal
value of ordinary shares was reduced from £1.00 to £0.01 each. The reduction of capital had
no effect on the net asset position of the Company.
In September 2023, the Company commenced a share buyback programme to purchase its
own ordinary shares. In May 2024, the Company announced an additional share buyback
programme to purchase its own ordinary shares following the completion of the September
2023 programme. The total number of shares bought back in FY2025 was 25,566,606 shares
(FY2024: 9,648,422) with a nominal value of £255,666 (FY2024: £96,484) representing 6%
(FY2024: 2%) of the ordinary shares in issue (excluding shares held in treasury). All shares
bought back in FY2025 were cancelled.
The shares were acquired on the open market at a total consideration (excluding costs)
of £88.8 million (FY2024: £27.7 million). The maximum and minimum prices paid were
£4.42 (FY2024: £3.36) and £2.93 (FY2024: £2.32) per share respectively. The average price
paid was £3.47 (FY2024: £2.87). Costs incurred on the purchase of own shares in relation
to stamp duty and broker expenses were £534,134 (FY2024: £166,878).
Shareholding at 28 February 2025
Number
£’000
Ordinary shares – £0.01
445,465,480
4,455
445,465,480
4,455
Shareholding at 29 February 2024
Number
£’000
Ordinary shares – £0.01
471,032,086
4,710
471,032,086
4,710
Share premium
Share premium represents the amount over the nominal value which was received by the
Company upon the sale of the ordinary shares. Upon the date of listing the nominal value
of shares were £1.00 but the initial offering price was £3.50.
Share premium is stated net of any direct costs relating to the issue of shares.
On 19 December 2023, the High Court of Justice approved the cancellation of the amount
standing to the credit of the Company’s share premium account in full. The cancellation
resulted in a corresponding increase in the Company’s distributable reserves.
Retained earnings
Retained earnings represents the profit the Company makes that is not distributed as dividends.
No dividends have been paid outside the Group during the current or prior financial year.
Share-based payment reserve
The share-based payment reserve is built up of charges in relation to equity-settled
share-based payment arrangements which have been recognised within the profit and
loss account.
The Company allocates the share-based payment charges to the entities in which the
employees’ employment contracts sit through the amounts owing from/to subsidiaries.
Capital redemption reserve
The capital redemption reserve represents the nominal value of shares bought back
and cancelled.
Notes to the Parent Company Financial Statements
continued
Trainline plc
Annual Report & Accounts 2025
142
Financial Statements
continued
trainline.com