Europe’s most

downloaded

rail travel app

Annual Report & Accounts 2026

Empowering

greener travel

choices,

connecting

people and places

Strategic Report

02

Highlights

04

Chair’s statement

06

At a glance

08

Business model

10

CEO’s statement

12

International case studies

14

Regulatory overview

15

Our technology

21

Strategic priorities

22

Strategy in action

27

Key performance indicators

29

CFO’s financial highlights

32

Principal risks and

uncertainties

38

Viability statement

39

People, community and

planet

46

TCFD, SECR and SASB

disclosures

53

Stakeholder engagement

and Section 172(1) statement

Financial Statements

90

Independent auditors’ report

103 Consolidated income statement

103

Consolidated statement of comprehensive income

104 Consolidated balance sheet

105

Consolidated statement of changes in equity

106

Consolidated statement of cash flows

107

Notes to the Group Financial Statements

142

Alternative performance measures

144 Parent Company balance sheet

145

Parent Company statement of changes in equity

146

Notes to the Parent Company Financial Statements

Governance

58

Chair’s governance statement

59

Governance structure

61

Board of Directors

65

Report of the Nomination Committee

67

Report of the Audit and Risk Committee

72

Directors’ remuneration report

85

Directors’ report

88

Statement of Directors’ responsibilities

Trainline plc Annual Report & Accounts 2026

01

Contents

Strategic priorities

Growing

supply

Offering all the tickets,

fares and value-saving

features in the UK, while

aggregating new carriers

and routes as markets

liberalise across Europe.

Enhancing

the customer

experience

Enhancing the customer

experience through in-app

travel companion features

that help customers get

from A to B, including

AI-powered rail disruption

features.

Building

demand

Encouraging rail travel and

growing brand awareness,

while also leveraging

emerging AI distribution

channels.

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 21

Find out more on page 29

1. Constant currency (“CCY”) year-on-year growth calculated for International Consumer and Trainline Solutions using prior period average €/£ exchange rate applied to current year reported numbers.

Basic EPS

+48%

Improved to 19.4p, from 13.1p in

FY2025

Operating profit

+43%

Increased to £122 million from

£86 million last year

Financial highlights

Adjusted EBITDA

+11%

Adjusted Basic EPS

+23%

Net ticket sales

+7%

Revenue

+2%

02

12

International case

studies

Trainline’s structural tailwinds across

both its domestic and foreign travel

markets.

39

People, community

and planet

Progress made in the year with our

people through diversity indicators

and Trainline’s cultural values, and

our efforts in the community and

environment.

10

CEO’s statement

Updates from our CEO, Jody Ford,

on our milestones in the year, and

progress made towards Trainline’s

strategic priorities.

29

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.

Strategic Report

02

Highlights

04

Chair’s statement

06

At a glance

08

Business model

10

CEO’s statement

12

International case studies

14

Regulatory overview

15

Our technology

21

Strategic priorities

22

Strategy in action

27

Key performance indicators

29

CFO’s financial highlights

32

Principal risks and

uncertainties

38

Viability statement

39

People, community and

planet

46

TCFD, SECR and SASB

disclosures

53

Stakeholder engagement and

Section 172(1) statement

Trainline plc Annual Report & Accounts 2026

Strategic report

03

Positioned for growth

Strong strategic progress and robust operating performance.

Trainline delivered a year of continued strategic progress,

underpinned by resilient growth, strong cash generation

and further enhancement of its product and technology.

This reflects the team’s unwavering focus on the customer

and championing of rail as a greener way to travel. The

business remains well positioned against attractive long-

term structural tailwinds in both the UK and across Europe.

UK rail reform and GBR

The publication of the Great British Railways (GBR)

consultation output in November 2025 provided greater

clarity on the future structure of rail retailing. At a high

level, it reaffirmed the Government’s commitment to

a fair, open and competitive retail market, alongside

recognition of the important role independent retailers

play in driving innovation and improving customer

outcomes.

The proposed framework includes GBR assuming

industry governance responsibilities, a formal code of

practice, with independent oversight from the Office of

Rail and Road (ORR), and clear mechanisms for industry

consultation and challenge.

Maintaining an assertive stance with Government

The Board views the GBR consultation output as a

constructive step towards establishing appropriate

level playing field safeguards for rail retailing. However,

Trainline maintains its assertive stance with the

Government to ensure that they meet their commitments

to a fair, open and competitive retail market, particularly

around the development of its new code of practice.

In addition, Trainline is making progress in rectifying

examples where TOCs self-preference their own retail

channels. An important example is the denial of access to

Delay Repay for third-party retailers – a consistent priority

for our customers and a key focus of our engagement

with Government.

In March 2026, the Government announced that, once

GBR is established, customers will be able to access Delay

Repay compensation through the retailer from which they

purchased their ticket, including independent retailers.

Disciplined capital allocation

The Group continues to generate strong cash flows,

supported by its scalable, asset-light model, and we have

a clear and consistent capital allocation framework. In line

with this framework, we have continued to execute our

share buyback programme. As at 30 April 2026, we have

repurchased £94 million of shares under the current £150

million programme.

This brings total capital returned to shareholders to £294

million since September 2023, equivalent to around 23%

of issued share capital

1

.

The Board considers this a disciplined use of capital,

reflecting both strong cash generation and confidence in

the long-term value of the business.

The business remains

well positioned with

attractive long-term

structural tailwinds in

both the UK and across

Europe.”

Brian

McBride

Chair

1. Calculated by reference to the original number of shares in issue at the

start of Trainline’s first share buyback programme in September

2023

(481 million shares).

Leadership transition

I would like to thank Jody Ford for his outstanding leadership

of Trainline. Over his tenure, the Group has undergone a

period of exceptional growth, establishing itself as Europe’s

leading rail app, now serving 27 million customers

1

. The

business has doubled net ticket sales across both UK and

International Consumer segments, more than doubled

profits, and strengthened its position in key European

markets including France, Spain and Italy.

Jody has also built a high-quality leadership team and

a strong platform for continued growth. On behalf of

the Board, I

would like to thank him for his significant

contribution during this important phase in the Company’s

development. We have initiated a succession process and

will appoint a CEO with the experience and capabilities

to lead Trainline through its next phase. This will include

navigating the establishment of Great British Railways as

the strategic authority for UK rail, alongside the continued

liberalisation of European rail markets, where we see

significant long-term opportunity.

Looking ahead

The rail industry is entering a period of significant transition.

While some uncertainty remains, the direction of travel is

becoming clearer. The Board remains focused on ensuring

Trainline continues to deliver value for customers and

partners, engages constructively with Government and

regulators and invests to strengthen its competitive position.

I would like to thank our colleagues for their continued

commitment, and our shareholders for their ongoing support.

Brian McBride

Chair

5 May 2026

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

Enhancing:

Leveraging scale, data and

technology to offer a superior

customer experience

Connecting:

Offering carrier partners

distribution and online retail

services at a lower cost to serve

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:

1. Number of customers across the UK and Europe who

have transacted at least once over the last 12 months.

Trainline plc

10

Currencies and multiple

payment methods

including Apple Pay,

Google Pay, PayPal,

SOFORT and iDEAL

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 customers

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.

We are Europe’s leading

independent rail platform

>270

rail and coach companies

>40

countries travelled

in and across by

Trainline customers

93%

of our UK transactions

are through our App

4.9/5

star app rating¹

1. iOS rating as at 30 April 2026.

Trainline plc Annual Report & Accounts 2026

At a glance

06

UK Consumer:

#1 Travel App in the UK

We are the #1 travel app in the UK

1

, with 18 million

total active customers

2

. Trainline continues to

invest in its customer proposition, strengthening

the loyalty and engagement of our customer base

and, in turn, deepening our competitive moat.

Trainline is well placed to scale, particularly in

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

3

.

Within Trainline Solutions, B2B distribution was

the fastest-growing sub-segment and represents

our primary growth opportunity. Within a €6 billion

European business travel market

3

, our Global

API enables multi-carrier rail distribution, driving

strong growth across partners and markets.

International Consumer:

#1 Rail Aggregator in Europe

Trainline Solutions:

#1 B2B Rail

Platform Across UK and Europe

Our three business units are leaders in their

respective markets and each has significant

headroom to scale.

Read more on page 23

Read more on page 10

Read more on page 26

3. OC&C 2024 analysis and internal estimates.

1. Trainline is the number one app in the UK versus

major travel peers as per daily average active user

data in

H2

FY2026, as sourced from Sensor Tower.

2. Number of customers across the United Kingdom who

have transacted at least once over the last 12 months.

Trainline plc Annual Report & Accounts 2026

07

At a glance

07

Leveraging our

advantages to further

strengthen our

competitive position.

We understand the travel needs and

patterns of our customers in over

40 countries through our B2C and

B2B channels with around 130

million visits to our platform

each month.

Scaling

Europe’s

#1 rail

platform

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 are leveraging AI to further

enhance our customer proposition.

Expertise

Expertise and scale

to invest

Technology

Scalable tech platform

optimised for

rail travel

Customers

We earn a commission and fees on B2C ticket sales. We also generate

revenue from advertising and ancillary services such as hotel booking,

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.

We seek to expand the services we provide, meeting more of our

customers’ needs and increasing our monetisation.

Most of our customers transact through our

mobile App, benefitting from products and

features like Travel Forecast, AI Travel Assistant

and digital railcards, which in turn build loyalty

and engagement.

Brand

Strong brand

affinity and

trust

Supply

All tickets, fares 

and value-saving

features

Trainline plc

Annual Report & Accounts 2026

08

4.9/5

star-rated app on iOS

A highly-rated user

experience for our

customers and

partners

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

• Allowing 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 products

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 modal shift while advising on fair, open and competitive rail markets.

Environment

Building motivation and pride to switch from driving and flying to rail, with route

emission information and brand campaigns to drive awareness for sustainability of rail.

Our wider stakeholders…

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

Innovating at pace

FY2026: A year of strong delivery from Europe’s #1 rail app.

This has been a strong year for Trainline, delivering record

net ticket sales and revenue alongside double-digit growth

in profitability, making good progress in strengthening our

competitive position, and leveraging AI to innovate at pace.

Robust financial performance

Group net ticket sales increased 7% year-on-year

1

to

£6.3 billion. Revenue grew 2%

1

to £453

million, reflecting

the impact of the previously announced UK commission

rate change. We delivered double-digit adjusted EBITDA

growth, underpinned by operating leverage, our cost

optimisation exercise last year, and ongoing cost discipline.

We maintained a disciplined approach to capital

allocation, supporting both strategic investment and

significant returns to shareholders through our enhanced

share buyback programme.

Strengthening our competitive position

UK Consumer

In UK Consumer, we focused on building loyalty and

deepening engagement across our customer base. We

launched AI-powered features under the banner ‘The

Way to Train’ to help customers navigate disruption on

the rail network. We grew our digital railcard user base

16% year-on-year to 2.7 million

2

, which is notable given

railcard users are typically amongst our most frequent

and loyal customers. Such initiatives are strengthening

customer loyalty and helping to mitigate industry

headwinds, including Transport for London’s (TFL)

expansion of contactless travel (Project Oval) and TOCs

self-preferencing their own retail channels.

Self-preferencing occurs where operators offer features

that we are prevented from offering, or market in ways

that we are not allowed to do. These examples highlight

areas where competition is not yet fair and open. Through

our sustained engagement we have made progress to

remove examples where we are discriminated against. The

Government has confirmed our access to all temporary

fares and granted our ability to advertise in stations and on

trains. Furthermore, in March 2026 they announced that,

once GBR is established, passengers will be able to claim

Delay Repay compensation from wherever they purchased

their ticket – including through Trainline. This was a

meaningful step forward, however it will take some time for

this change to come into effect. Similarly, we are still unable

to offer customers access to train operator loyalty schemes.

We continue to engage Government stakeholders and the

wider industry to remove these restrictions.

We are also increasing the opportunity to monetise our

18 million customer base in the UK through our range

of ancillary products and services. We have made these

services more prominent and visually engaging within the

App, helping drive strong double-digit growth in hotels

and insurance sales in the UK.

International Consumer

In International Consumer, we are actively focusing

marketing investment on European high-speed routes

with emerging carrier competition. We saw encouraging

progress on newly competitive routes, particularly in

South-East France where we grew 26% this year following

Trenitalia’s expansion of services.

We are strengthening our

competitive position and

leveraging AI to innovate

at pace.”

Jody

Ford

Chief Executive

Officer

1. Constant currency (“CCY”) year-on-year growth calculated for International Consumer and Trainline Solutions using prior period average €/£ exchange rate

applied to current year reported numbers.

2. Trainline’s digital railcard user base in the United Kingdom as at 3 January 2026.

Our progress in France builds on our learnings in Spain.

Spain has been an ideal market to hone our aggregation

playbook and over the past few years we have scaled our

net ticket sales, giving us a considerable lead versus other

market aggregators. While we continue to see runway

for further growth in Spain, this year we evolved our

approach to strike more of a balance between growth and

profitability, including normalising our brand marketing

investment.

With the next wave of liberalisation in Europe set to

commence from late 2027 in Italy and from 2028 in

France, we are well positioned to scale our presence and

capture a growing share of this significant opportunity.

Foreign travel sales reaccelerated in the second half of

the year as we lapped the negative impact of changes to

Google’s search results page while also benefiting from

increasing generative AI

sales traffic.

Overall, our approach is driving improved profitability and

in FY2027 we expect the International Consumer business

to breakeven

1

.

Trainline Solutions

Trainline Solutions delivered another strong year,

driven by growth in business travel. B2B Distribution

net ticket sales were up 36

%, reflecting strengthening

business travel sales from a growing number of travel

management company clients (including Amex GBT,

Navan, Perk and Havas). This was particularly evident in

Europe, where International B2B sales through Trainline’s

Global API were up 58%.

Leveraging AI to innovate at pace

Our AI strategy focuses on three core areas: AI-enabled

products and features, extending distribution through

emerging AI channels, and AI-enabled acceleration.

AI-enabled products and features

We increasingly use AI to enhance our App user

experience, leveraging first-party data from our

18 million

UK customer base alongside a breadth of industry supply

data. Our new AI-powered features help customers

navigate disruption on the rail network. Travel Forecast

provides customers with personalised notifications if

their journey is likely to be disrupted. It features a map-

view interface, powered by our Signalbox technology, so

customers can see the location of their train in real-

time. AI Travel Assistant is our in-app conversational

support feature, which offers a live native chat function

to customers on the go, with real-time rail travel advice

and agentic tools like refund processing without human

intervention.

Extending distribution through emerging AI channels

Emerging AI channels represent a new way for Trainline to

engage with customers and drive incremental demand for

our products and services. We are the number one cited

rail app in Google Gemini across all our core markets, and

the number one in ChatGPT in all core markets except

France. However, sales traffic from generative engine

optimisation (GEO) remains low, representing less than

1% of International new customers.

We recently launched an integrated app within the

ChatGPT ecosystem. Through ChatGPT, users can now

seamlessly search for routes and compare options – all

within a conversational interface – before completing

their booking within Trainline.

AI-enabled acceleration

AI-enabled acceleration is becoming a core capability,

enabling faster execution, greater agility and more

scalable innovation across the Group. For example, in

Customer Service, we will trial Voice AI, while in software

development, our teams are using AI to support and

accelerate product development and are now shifting

their focus towards scaling AI agent capabilities.

Significant opportunity for growth

At Trainline, our purpose is centred around empowering

greener travel choices. Looking ahead, we see a clear

pathway for growth. Structural tailwinds, including

increasing rail liberalisation in Europe and growing

demand for more sustainable travel, remain firmly

in place. We are mindful of regulatory and legislative

developments in the UK – where we are engaging

with Government and regulators to deliver on their

commitments for a fair and open retail market. However,

we remain confident in our ability to execute against our

strategy and deliver long-term value for customers and

shareholders.

As

this will be my final Annual Report as

CEO, I would like

to thank the Board for the opportunity to lead Trainline

over the past six years.

I am proud of what the team has achieved and deeply

grateful to colleagues across the Group whose energy,

resilience and commitment have made this possible.

Together, we have built a stronger, more internationally

diversified business, with a clear platform for continued

growth.

As Trainline enters its next multi-year chapter, I believe

this is the right time to transition to new leadership.

I will work closely with the Board and the team to ensure

a smooth and orderly handover, and I look forward to

seeing the business continue to thrive in the years ahead.

Jody Ford

Chief Executive Officer

5 May 2026

1. International adjusted EBITDA including the internal transaction fee paid

to Trainline Solutions to access Platform One.

Trainline plc

Annual Report & Accounts 2026

Our core markets in Europe are Spain, France and Italy – markets that have

liberalised or are set to liberalise in the next couple of years. In aggregate, these

markets generate industry passenger revenues of around €17 billion per annum

1

.

Those revenues are expected to grow to €23 billion by 2030

1

, €12 billion of which

will come from routes with carrier competition.

Spain

•

Since 2021, Spain has increased from one high-speed carrier – the national incumbent

Renfe – to four different carrier brands competing across its five largest

high-speed routes (representing €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

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 late 2027 – connecting Turin-Naples

and Turin-Venice with 13 daily round trips – becoming the third nationwide competitor

France

•

In FY2026, Trenitalia significantly expanded services across South-East France’s

c.€1 billion high-speed rail network

1

, increasing Paris–Lyon frequencies from five

to 14 daily return services and introducing four daily return services on Paris–Marseille

•

Several new entrant carrier brands are due to launch, with the first arriving in 2028:

–

Velvet launching on Bordeaux, Rennes, Nantes and Angers to Paris from 2028

–

Le Train to launch services to Bordeaux, Rennes, Tours and Nantes

–

Illisto planning to launch on Lille, Strasbourg and Lyon to Paris

•

Carrier competition on the Channel Tunnel expected to arrive from 2029 on the

lucrative €1.7 billion route

1

. Trenitalia and Virgin Trains have both announced plans to

launch competitor services to Eurostar

1. OC&C 2024

analysis and internal estimates.

Carrier competition set to expand across

France and Italy from next year

Trainline plc

Foreign travel opportunity

An attractive market driving

International Consumer profitability

Alongside the aggregation opportunity in Europe,

foreign travel represents a large and attractive growth

opportunity. Foreign travel comprises customers

travelling in Europe from the

US, UK and the rest of the

world, alongside intra-EU cross-border travel.

The foreign travel market in Europe today is worth €

4

billion

1

and offers significant headroom for growth.

Foreign travel benefits from favourable economics, with

a less price-elastic customer base and a greater skew

towards long-distance travel. Foreign travel sales are

relatively higher-margin, generating double-digit revenue

take-rates, supported by higher attach rates for ancillary

products and carriers willing to pay higher commission

rates for inbound travellers.

International Consumer is well placed to win

Trainline is well positioned to capture the headroom

opportunity in foreign travel. We combine broad

inventory coverage (including recently adding rail supply

from Ireland and Poland), with a consistent, high-quality

user experience across multiple European markets. We

offer a broad range of features tailored to international

customers, including multi-language support, multi-

currency pricing and flexible payment options. Together

with our post-sales capabilities, this enables customers to

plan, book and manage their journeys seamlessly.

Trainline citing prominently within

generative AI search results

We see signals that emerging AI channels are playing an

increasing role in foreign travel, given its ability to inspire

travel plans while compressing journey research time. In

terms of generative engine optimisation (GEO) rankings,

Trainline is the early market leader for ticket retailing,

with GEO

channels contributing c

.3% of our new foreign

travel customers.

1. OC&C 2024

analysis and internal estimates.

Trainline plc

Annual Report & Accounts 2026

13

Regulatory and political environment

UK:

GBR Online Retail and future market design

Major focus points for investors are the

UK

Government’s intention to launch GBR

Online Retail – its

consolidated app and website – and the design of the future retail market.

In November

2025, the UK

Government published the output from its industry consultation on the

Railways Bill. This represented a further step towards the establishment of Great British Railways (GBR

) as

an arm’s-length body responsible for rail services and infrastructure.

The document included key points around rail retailing, providing more clarity around the Government’s

commitment to a fair, open and competitive future market design, most notably:

•

Separation of governance of third-party rail retailing from GBR’s own commercial retailing arm

•

A commitment to develop for the first time a ‘code of practice’, codifying how GBR should interact with

third-party retailers

•

A strengthened role for the Office of Rail and Road (ORR), who will provide independent oversight and

binding enforcement of the code

The Railways Bill is currently progressing through Parliament and the

ORR

has begun developing GBR’s

code of practice in consultation with third-party retailers like Trainline. In our engagement with this

process, we are maintaining an assertive stance with the Government for it to deliver on its commitment

to an open, fair and competitive future retail market.

In late 2025, the UK

Government announced a preliminary market engagement exercise to deliver GBR

Online Retail. Trainline has engaged with this exercise thus far, however the full procurement process

is still yet to begin. The Government intends to award a procurement contract from January 2027

, and

thereafter hold two phases of work under the GBR Online Retail project:

•

Phase 1: build phase for GBR Online Retail (app and website)

•

Phase 2: TOC integration – over up to 12 months post-launch to integrate capabilities, across all

Department for Transport (DfT) publicly owned operators

Rectifying TOC self-preferencing

We are also actively challenging where operators self-preference their retail channels currently. Key

examples include

TOCs

deploying features like automated Delay Repay or branded loyalty schemes,

where third-party retailers like Trainline are effectively locked out. In March

2026, the UK

Government

announced that, for the first time, once GBR is established passengers will be able to claim Delay Repay

compensation from wherever they purchased their ticket. This will include independent retailers such as

Trainline. While this change may take a couple of years to come into effect, it represents a positive signal

from the UK

Government of their commitment to a fair and level rail retailing market.

Protecting and growing UK rail industry revenues

We are taking steps to prevent fraud and protect industry revenues.

Over the past year, we have blocked over £

40

million of fraudulent ticket

purchases, while our real-time machine learning has contributed towards

us preventing over £

20

million of fraudulent refunds. We are sharing our

data with

TOCs

through bespoke agreements, supporting their revenue

recovery and revenue protection resource deployment, and are trialling a

railcard validation service in partnership with Greater Anglia to prevent

fraudulent railcard use.

We continue to innovate to grow

UK

rail.

We are pleased with the

performance of our digital pay-as-you-go (DPAYG) trial on the East Midlands

Railway network, which is expected to end in the summer. Of the three trials

awarded by the DfT, the East Midlands trial is arguably the most complex as

it encompasses three different cities – Derby, Nottingham and Leicester.

Europe:

The European Commission is expected to publish a formal proposal as

part of its upcoming Mobility Package, aimed at making cross-border rail

travel simpler, more transparent and more passenger-friendly by improving

access to tickets. While details of the proposal are not yet available, it is

expected to address the role of distribution, including reducing operator

control over retail channels. This may include measures to ensure

incumbent operators provide access to timetables, fares and real-time data

on a fair, reasonable and non-discriminatory (FRAND

) basis, remunerate

intermediaries appropriately, and potentially make third-party inventory

available through their own digital channels. Following publication, the

proposal will be subject to negotiation in the European Parliament and

Council, with implementation likely to be phased over several years.

In a similar vein, in April

2026 the French Senate adopted an amendment

to existing transport legislation that would introduce obligations on

SNCF

Connect to distribute competitor tickets, alongside broader requirements

to provide access to rail content on FRAND terms. The legislative process

remains at an early stage, with material uncertainty around both timing and

final scope.

Trainline plc

Annual Report & Accounts 2026

14

Regulatory overview

Our technology is optimised for rail travel

At Trainline, we pride ourselves on our proprietary, modern, scalable tech platform.

Deep inventory connections

• Rail and coach

• Pre and post-sales

• Real-time data

•

Add-on travel services: insurance, hotels etc.

Personalised data-driven products

•

>12 TB data processed per day

•

Scalable agentic AI system underpins our

AI Travel Assistant

>12

TBs of data processed daily

>400

searches per second

Reliable, scalable, secure

•

>700 microservices, increasing speed of

development, flexibility and scalability

• c.500 engineers, data and tech specialists

•

>300 releases per week

Customer-centric ecommerce

•

Simple new App homescreen: hides

industry complexity

•

10+ payment options, including Google Pay

and Apple Pay

>300

releases a week

>700

microservices

Trainline plc

Annual Report & Accounts 2026

15

Our technology

Our teams comprise developers, designers,

infrastructure and data scientists, working

together to create a world-class experience

for our customers and carrier partners.

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

•

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

c.500

engineers, data and tech specialists

~3m

origin-destination pairs per month

Supply data (UK and EU)

Trainline plc

Annual Report & Accounts 2026

16

Trainline’s AI strategy

At Trainline, we benefit from clear advantages when

it comes to deploying our AI strategy. These include

unparalleled first-party data from our scaled user base,

an agile and scalable single global tech platform, and a

tech team of over 500 people. In addition, we operate in

an online rail retailing market that is inherently complex,

providing barriers to disintermediation.

Our AI strategy focuses

on three core areas:

AI-powered products and

features:

leveraging AI and

proprietary data to enhance the

customer experience.

Extending distribution through

emerging AI channels:

meeting

customers where they are to drive

incremental demand.

AI-enabled acceleration:

enabling

faster execution, greater agility and

more scalable innovation across

the Group.

Trainline plc

Annual Report & Accounts 2026

Our technology

continued

17

We increasingly use AI to enhance our App user experience, leveraging first-party data

from our

18

million UK

customer base alongside a breadth of industry supply data.

We have launched AI-powered features within the App to help customers navigate

disruption on the rail network. They include:

•

Travel Forecast:

provides personalised customer notifications if their train is likely

to be delayed or cancelled, alongside a live map-based interface powered by our

Signalbox technology that tracks trains in real time. The feature is powered by a

combination of large language models (

LLMs) and our proprietary algorithms trained

on complex rail datasets, and will continually improve as it learns from real-world data

across our platform. Since launch, Travel Forecast has delivered updates to over 3

million users.

•

AI Travel Assistant:

provides in-app conversational support to customers, with real-

time travel information that is personalised to their specific journey. It also allows

customers to complete actions such as refund requests without human intervention.

Our

AI Assistant has handled over two million conversations since launch, reducing

workloads of our customer service teams.

•

Delay Repay notifications:

alert customers when they are entitled to compensation

for a delayed train, calculating an estimate of the amount they are owed in real-time

and then redirecting them directly to the relevant train operator to complete their

claim. Since launch, we’ve redirected one million customers to complete their claim.

AI-powered products and features

Trainline plc

Annual Report & Accounts 2026

Our technology

continued

18

Extending distribution

through emerging

AI channels

Emerging AI channels represent a new way for

Trainline to engage with customers and to drive

incremental demand for our products and services.

We have made a strong start. We are the number one cited rail app in Google AI

Search (i.e. Google

AI Overviews, AI mode and Gemini) across all our core markets, as

well the number one in ChatGPT in all core markets except France. Our strong early

progress reflects our ongoing leadership in search engine optimisation (SEO), positive

sentiment within public forum sites and high brand awareness and brand trust scores.

In March

2026

, Trainline launched an integrated app within the ChatGPT ecosystem.

Through ChatGPT, users can now seamlessly search for routes and compare options –

all within a conversational interface – before completing their booking within Trainline.

This is an early deployment and we will continue to iterate the experience, with a focus

on conversion, customer engagement and long-term monetisation potential.

While we engage with the new AI channels, sales traffic from generative AI

remains

low, representing less than

1

% of International new customers (N.B

. data does not

capture new customer acquisition from Google’s AI Overviews and AI Mode). However,

GEO is delivering c.3% of our new foreign travel customers in International, with

generative AI appearing to be more popular for journeys that customers are less

familiar with, given its ability to provide journey inspiration and compress research

time.

Trainline plc

Annual Report & Accounts 2026

19

Our technology

continued

AI-enabled acceleration

AI-enabled acceleration is becoming a core

capability. It is enabling faster execution,

greater agility and more scalable innovation

across the Group.

Software Development

Our Software Development teams are increasingly using AI

to code

and accelerate auxiliary tasks, such as updating documentation, test

generation and code review. The focus of teams is now shifting towards

agents, moving from experimentation phase to scaling AI

agent

capabilities.

Creative Marketing

Within Creative Marketing, AI agents are now generating around

20% of

in-house studio content, creating and applying imagery and copywriting

that are aligned with Trainline brand’s tone and voice. It has enabled

Trainline to scale the production of performance marketing ads to 19

times our previous output using traditional design methods.

Customer Service

In Customer Service, we will soon rollout Voice AI in partnership with

ElevenLabs to help manage enquiries more efficiently, with further

iterations planned through the year to progressively automate enquiry

handling. We have also introduced Zendesk, a new CRM system providing

AI Agent tools and insights, as well as AI

language translation.

Trainline plc

Annual Report & Accounts 2026

20

Trainline plc

Annual Report & Accounts 2026

continued

20

Our strategic growth priorities

Positioning ourselves as the market aggregator for European rail, while in the UK further

deepening our relationship with our 18 million customer base.

Enhance customer

experience

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 AI, we

offer features that enhance the

journeys of our customers at

every stage, from planning and

booking through to post-sales.

Build demand

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.

Increase customer lifetime

value

Increasing customer lifetime

value means deepening our

relationships with customers.

This includes customers using

Trainline frequently for more of

their travel needs.

While helping to drive net

ticket sales growth, increasing

customer lifetime value is

also improving our customer

economics, allowing us in turn to

invest more in product innovation

and customer acquisition.

Expand Trainline Solutions

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 through

our branded channels and our

B2B Distribution business.

Grow supply

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. As European rail markets

liberalise, we integrate new

carrier inventory, providing one

convenient online experience for

customers.

Trainline plc

Annual Report & Accounts 2026

21

Strategic priorities

Grow supply

In the UK, we are the number one travel app.

We invest in our customer 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.

In Europe, we are deploying our aggregation

playbook as high-speed routes liberalise. In

doing so, we are creating the virtuous cycle of

the marketplace: as we add more inventory,

we become more attractive to passengers and

increasingly relevant for rail operators.

In FY2026, we added new supply from Trenitalia

ahead of the carrier significantly expanding its

services across South-East France’s c.€1 billion

high-speed rail network

1

. This included almost

tripling their operations between Paris and

Lyon to 14 services a day and launching

four daily return services between Paris and

Marseille. This is already having a notable

impact, with average fares between Paris and

Marseille down 27% since Trenitalia’s expansion.

Foreign travel customers also benefit from

broad inventory coverage. We recently added

rail supply from Ireland and Poland, making it

easier and more accessible for our foreign travel

customers to travel via train across Europe.

Strategy in action

1. OC&C 2024 analysis and internal estimates.

Trainline plc

Annual Report & Accounts 2026

22

Strategy in action

Enhance the

customer experience

Rail is a relatively high frequency mode of transport.

However, booking rail travel can be complicated and

journeys often face disruption. In this context, our App

is adept at meeting the needs of rail users. It delivers

clear visual search and journey planning, quick booking

flow with stored payment cards, in-app railcards,

tickets downloaded directly to the App, on-the-go travel

information and self-serve refunds and change of

journeys. It has therefore become central to our customer

experience and our core customer touchpoint, delivering

over 90% of customer transactions in the UK.

In FY2026, we enhanced our App with the launch of AI-

powered rail disruption features, under the marketing

banner ‘The Way to Train’. The new features provide end-

to-end support to help customers navigate disruptions

that might arise on their rail journey. They include:

• Travel Forecast, which provides customers with

personalised push notifications if their journey is likely

to be disrupted and a map-view interface so they can

see the location of their train in real-time.

• AI Travel Assistant, our in-app conversational support

feature, providing customers with rail information and

agentic refund tools while on the go.

•

Delay Repay notifications, which help customers claim

compensation in the event their train is delayed.

23

Trainline plc

Annual Report & Accounts 2026

Strategy in action

continued

Build demand

South-East France

Net Ticket Sales Growth

+26%

Net ticket sales growth on the

French South-East corridor

In Europe, we have resumed brand

marketing in South-East France given new

entrant carrier Trenitalia’s expansion in

the region, which includes running large

online video and out-of-home campaigns;

hosting music festivals; and sponsoring

Lyon-based football team, Olympique

Lyonnais. This has helped drive a 5-point

increase year-on-year in our brand

awareness to 50% across Paris, Lyon and

Marseille. This is supporting our growth in

the region, with net ticket sales up 26%.

Trainline has cultivated strong brand

affinity over many years, building

customer trust and loyalty. We are the

most trusted brand in UK rail retailing

today and our brand consideration is at

record levels, significantly ahead of all

other rail retailers. In FY2026, our brand

campaigns supported the rollout of ‘The

Way to Train’ disruption features.

South-East France

Brand Awareness

50%

3 month average prompted brand

awareness across Paris,

Lyon & Marseille

Trainline plc

Annual Report & Accounts 2026

Strategy in action

continued

24

In FY2026, we took steps to further build the trust and loyalty of our customers, while

increasing their engagement with us. We scaled our digital railcard user base 16%

year-on-year to 2.7 million through enhanced upsell and renewals, as well as targeted

partnerships. Given railcard users transact four times more often than non-users

1

, it

is contributing towards our upwards trajectory of transaction frequency in the UK. We

have driven particularly strong adoption among younger cohorts, with Trainline digital

railcards representing 45% of 16-30 year-old railcard users.

We are increasing engagement with our 18 million customer base in the UK through our

range of ancillary products and services. We have made these services more prominent

and visually engaging within the App, helping drive strong double-digit growth in hotels

and insurance sales in the UK. We continue to broaden our ancillary product range,

testing adjacent services such as car hire to see which resonates with our customers.

In addition, we are enhancing the way we advertise within the App, moving away from

ad slots and placements to integrated and contextual advertisements through the

customer journey. We believe this will provide customers with insights into products

and services they might value, while improving the delivery of the objectives of our

advertising partners.

1. Railcard users who have held a digital railcard for more than one year.

Increase customer

lifetime value

UK Total Active

Customers

18m

Number of Trainline customers

who have transacted in the last

12 months

Trainline Digital

Railcard Users

2.7m

Number of Trainline

digital railcard users

as at 3 January 2026

Trainline plc

Annual Report & Accounts 2026

25

continued

Expand Trainline Solutions

Trainline Solutions

Trainline Solutions was our fastest-

growing business unit in FY2026, with

net ticket sales growing 14% to surpass

£1 billion. We primarily focus on growing

business travel, which now represents over

50% of its total sales, both through our

own branded channels as well as our B2B

Distribution business.

B2B Distribution

B2B Distribution helps travel management

companies (TMCs) retail train tickets to

their business travel 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. In

FY2026,

we grew B2B distribution net ticket sales

36%, within which International B2B sales

grew 58

%. Our growth reflects many of the

world’s largest TMCs and travel platforms

now being connected to our Global API,

including Amex GBT, Navan, Perk, Havas.

Trainline Business

Trainline Business, our branded online

B2B sales channel, performed well

too. Having invested in an enhanced

experience for users and client companies

over the past few years, we grew active

business clients 47% year-on-year to over

35,000 in FY2026.

Carrier IT Solutions

Our Carrier IT Solutions business provides

white-label online retail solutions to rail

carriers.

This business is participating in digital

pay-as-you-go (DPAYG) trials in 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 and

integrated railcard functionality.

Trainline plc

Annual Report & Accounts 2026

26

Strategy in action

continued

13.1

19.4

7.3

86

56

122

122

159

177

397

442

453

5,295

5,907

6,319

Net ticket sales

1

(£m)

Adjusted EBITDA

1

(£m)

Operating profit (£m)

Revenue

(£m)

Basic earnings

per share (p)

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 is a profit

measure reflecting profit

or loss 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 £6,319

million, an increase of

7% vs prior year, with UK

Consumer increasing by 6%,

International Consumer by

3%

3

and Trainline Solutions

by 14%

3

.

Performance

Revenue was £453 million,

an increase of 2% vs prior

year. This was supported

by continued growth of

ancillary revenues, offset

by a reduction in the

headline UK commission

rate as announced in 2022.

Performance

Adjusted EBITDA increased

to £177 million, an increase

of 11% vs prior year.

Performance

Operating profit improved

to £122 million, up 43% vs

prior year. This reflected

higher adjusted EBITDA,

lower share-based payments

charge, and lapping of one-

off costs to deliver the cost

optimisation exercise in the

prior year.

Performance

Basic earnings per share

was 19.4 pence, up from

13.1 pence in the prior year.

1. See page 142

this KPI.

2. See page 143

this KPI.

3. Constant currency (“CCY”) year-

on-year growth calculated for

International Consumer and

Trainline Solutions using prior

period average €/£ exchange

rate applied to current year

reported numbers.

67

72

66

2.1

12.3

2.3

19.2

2.7

23.6

92

90

93

69

62

70

23

Adjusted basic

earnings per share

1

(p)

Trainline UK digital

railcard users (m)

App share of

transactions –

UK Consumer (%)

Adjusted free cash

flow

2

(£m)

App share of

transactions –

INT Consumer (%)

Description

Adjusted basic EPS is profit

or loss after tax for the year,

excluding exceptional items,

amortisation of acquired

intangibles and share-based

payment charges together

with the tax impact of

these items, divided by the

weighted average number

of ordinary shares.

Description

Adjusted free cash flow

is cash generated from

operating activities after

adding back cash exceptional

items and one-off cash items.

Cash flows in relation to

the purchase of property,

plant and equipment and

intangible assets, excluding

those acquired through

business combinations or

trade and asset purchases,

and cash flows in relation

to taxes, interest, lease

payments and treasury share

purchases are also deducted.

Description

Total number of Trainline

digital railcard users.

Description

Gross transactions through

the mobile App 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 23.6 pence,

up from 19.2 pence in the

prior year.

Performance

Adjusted free cash flow was

£66 million, down from £72

million in the prior year.

Performance

Trainline increased digital

railcard users 16% year-

on-year through enhanced

upsell and renewals, as well

as targeted partnerships.

Performance

The percentage of UK

Consumer transactions that

went through the Trainline

mobile App increased

to 93%, from 92% in the

prior year.

Performance

The percentage of

International Consumer

transactions that went

through the Trainline mobile

App increased to 70%,

from 69% in the prior year.

Trainline plc

Annual Report & Accounts 2026

28

We delivered robust

net ticket sales and

revenue, and double-

digit growth in

profitability.”

Pete Wood

Chief Financial

Officer

Net ticket sales

£6.3bn

FY2025: £5.9bn

Revenue

£453m

FY2025: £442m

Adjusted EBITDA

£177m

FY2025: £159m

Basic earnings per share

19.4p

FY2025: 13.1p

Group overview

Group net ticket sales increased to £6.3 billion, 7% higher

year-on-year

1

, within Trainline’s FY2026 guidance range

for growth of between 6% to 9%. The drivers of net ticket

sales growth for each business unit are provided below.

Increased net ticket sales helped Group revenue grow

2%

1

to £453 million, towards the upper end of Trainline’s

guidance range of 0 to 3

%. Gross profit grew

6% to

£374

million. This reflected step-reductions in the

UK of

central industry system costs (also announced as part of

the Memorandum of Understanding agreement in 2022)

and ticket fulfilment costs in the

UK

, as well as efficiency

savings in payment processing and customer service

across the Group.

Adjusted EBITDA increased 11% to £177 million, outpacing

net ticket sales and revenue growth, reflecting the benefit

of Trainline’s operating leverage, our cost optimisation

exercise last year and our continued cost discipline.

UK Consumer

Net ticket sales were £4.1 billion, up 6% year-on-year,

driven by continued strength in leisure travel sales and

faster market growth in the commuter segment in H1.

As expected, Trainline’s growth slowed in the second half

given the impacts from Project Oval, TFL’s expansion of its

contactless payment network. Growth was also impacted

by UK TOCs self-preferencing of their own online retail

channels, including offering automated Delay Repay, a

feature third-party retailers are expressly prohibited from

providing to their customers.

Revenue decreased by 2% to £204 million. This was driven

primarily by the reduction in the headline commission

rate in the UK from April 2025 (from 5.0% to 4.5%, as

previously announced in 2022). Excluding the impact of

the commission rate cut, Trainline’s revenue in FY2026

would have grown 7%, outpacing net ticket sales growth

as the Company continues to scale its ancillary products

and features.

1. Constant currency year-on-year growth calculated for International

Consumer and Trainline Solutions using prior period average €/£

exchange rate applied to current year reported numbers.

Gross profit grew

4% to £154 million, outpacing revenue

growth due to reductions in central industry system costs

(as per our MOU

agreement) and the ticket fulfilment cost

rate payable to TOCs

, alongside cost of sale efficiency

savings in customer service and payment processing.

Adjusted EBITDA of £87 million was 2

% lower, reflecting

higher legal and public affairs costs relating to

GBR, as

well as other operating items not expected to recur.

International Consumer

Net ticket sales were £1.1 billion, up 3% (5% reported),

as Trainline focused marketing investment on European

high-speed routes with emerging carrier competition.

Net ticket sales grew 9% across South-East France and

Spain, our most liberalised European markets (c.22% of

International Consumer), including 26% growth on the

French South-East network following Trenitalia’s recent

expansion. This was offset by moderating growth in Spain,

reflecting a rebalancing of growth and profitability and

the impact of a series of tragic rail accidents. Elsewhere in

France and Italy (c.64% of International Consumer), sales

grew 2%, with markets in an incubation phase as we await

carrier competition. Sales declined 6% in Germany and

the rest of Europe (14% of International Consumer), as

we prioritise markets that are liberalising or expected to

liberalise over the medium term.

Foreign travel sales reaccelerated in H2, up 5% year-on-

year (-2% in H1), as the business lapped the negative

impact of changes to Google’s search results page and

benefited from increasing generative

AI

sales traffic.

Revenue was £60 million, 10% higher than prior year

(12

% on a reported basis). This reflected higher carrier

incentive payments and growing ancillary revenues,

benefiting from the recent rollout of a new trip insurance

product, as well as recovering foreign travel sales that

generate relatively higher levels of revenue than ticket

sales to domestic customers.

Gross profit of £

41 million was up 20%. The gross margin

improvement reflected the increase in carrier incentive

payments and ancillary sales, as well as efficiency savings

in customer service and payment processing. Adjusted

EBITDA loss was £(11) million versus £(20) million in the

prior year, reflecting a reduction in marketing spend

in Spain and in Italy, and we expect next year for it

to breakeven

1

. Excluding the internal transaction fee,

adjusted EBITDA was £11 million, up from £2 million in

the prior year.

Trainline Solutions

Net ticket sales grew 14% (15% on a reported basis) to

£1.1 billion. B2B Distribution was the fastest growing

sub-segment, up 36

%, reflecting strengthening business

travel sales from a growing number of travel management

company clients. This was particularly evident in Europe,

where International B2B sales through Trainline’s Global

API were up 58

%. Growth was partly offset by the loss of

Trainline’s white label contract in the UK with rail operator

Cross-Country.

FY2026

£m

FY2025

£m

Change from PY

% (reported basis)

Change from PY

% (constant currency)

Net ticket sales

UK Consumer

4,135

3,912

+6%

+6%

International Consumer

1,104

1,055

+5%

+3%

Trainline Solutions

1,081

941

+15%

+14%

Total Group

6,319

5,907

+7%

+7%

Revenue

UK Consumer

204

208

-2%

-2%

International Consumer

60

53

+12%

+10%

Trainline Solutions

189

181

+4%

+4%

Total Group

453

442

+2%

+2%

Gross profit

UK Consumer

154

147

+4%

International Consumer

41

34

+20%

Trainline Solutions

179

171

+5%

Total Group

374

352

+6%

Adjusted EBITDA

177

159

+11%

Operating profit

122

86

+43%

1. International Consumer adjusted EBITDA including the internal transaction fee paid to Trainline Solutions to access

Platform One.

Revenue increased by 4% to £189 million. The internal

transaction fee paid by UK Consumer and International

Consumer represented c.79% of Trainline Solutions

revenue.

Gross profit was £

179 million, 5% higher, while adjusted

EBITDA was £101 million, 11

% higher, reflecting the benefit

of operating leverage and our cost optimisation exercise

last year.

Operating profit

The Group reported operating profit of £

122 million,

up £37 million or 43

%. Operating profit included:

• Depreciation and amortisation charges of £41 million,

£2 million lower compared to the prior year

• Share-based payment charges of £13 million, down £8

million vs. prior year due to the vesting of the Group’s

enhanced FY2023 Performance Share Plan in March

2025 and updated assumptions of inflight schemes

• No exceptional items were recognised in the year

(FY2025: £9 million, relating to one-off costs to deliver

the Group’s cost optimisation exercise)

Profit after tax

Profit after tax was £

80 million, up 37% year-on-year.

Profit after tax reflected operating profit of £

122 million,

net finance charges of £

8 million, and a tax charge of

£35

million. Net finance charges increased in the year,

primarily driven by higher borrowing levels though partly

offset by foreign exchange gains. The effective tax rate of

30% was above the UK corporation tax rate, primarily due

to a reduction in the deferred tax asset related to share-

based payments.

Earnings per share (EPS)

Basic earnings per share was 19.4 pence vs 13.1 pence in

FY2025. Adjusted basic earnings per share was 23.6 pence

vs 19.2 pence in FY2025. Adjusted basic earnings per

share adjusts for exceptional one-off items in the period,

amortisation of acquired intangibles, and share-based

payment charges, together with the tax impact of these

items.

Balance sheet and cash flow

Net current liabilities decreased to £(86) million from

£(160) million in FY2025. This was predominantly driven

from the repayment of the convertible bond in January

2026. Non-current liabilities increased to £(261) million

compared to £(72) million in FY2025

, largely reflecting

drawings of the revolving credit facility to support the

Group’s share buyback programme and repayment of the

convertible bond, plus the addition of a new 10

-year office

lease. Total net assets at the end of FY2026 were £204

million, a decrease from £283 million in FY2025.

Net debt was £170 million at the end of February 2026, up

from £76 million in February 2025. The Group’s leverage

ratio was 1.0x adjusted EBITDA (February 2025: 0.5x). This

primarily reflected the Group repurchasing £

147 million of

its own shares over the last twelve months, partly offset

by cash flow generation.

Adjusted free cash flow was £

66 million, down £6 million

or 9

% year-on-year. Adjusted free cash flow constituted

adjusted EBITDA of £177

million, partly offset by adjusted

capital expenditure of £39

million, which reflected the

Group’s ongoing product and technology investment,

net working capital outflows of £

30 million and other

recurring cash costs of £42 million.

Statement of financial position

FY2026

£m

FY2025

£m

Change from PY

%

Non-current assets

551

515

+7%

Cash and cash equivalents

60

77

(22)%

Other current assets

89

68

+30%

Current liabilities

(235)

(305)

(23)%

Non-current liabilities

(261)

(72)

+261%

Net assets and total equity

204

283

(28)%

Outlook for FY2027

Looking forward, we see significant growth opportunities

for the business, including increasing the value we derive

from our 18 million customers in the UK, the upcoming

wave of carrier competition in Italy and France – with

aggregated routes across both countries expected to be

worth €10 billion by 2030 – and growing B2B rail travel

across the UK and Europe.

At the same time, we expect previously-flagged

headwinds to weigh on near-term growth. In the UK, they

include Project Oval (TFL’s expansion of its contactless rail

network), the Government’s

regulated fare freeze until

March 2027, and TOCs self-preferencing their own retail

channels. In Europe, they include a series of tragic rail

accidents in Spain. In addition, the effects of geopolitical

tensions in the Middle East on inbound air traffic into

Europe is also weighing on foreign travel sales.

In FY2027, we expect net ticket sales of £6.2 to £6.45

billion, revenue of £440 to £455 million, and adjusted

EBITDA as a percentage of net ticket sales at c.2.9%,

a 10 basis point increase on FY2026

reflecting our

expectation that International Consumer will break even

this year.

Pete Wood

Chief Financial Officer

5 May 2026

Trainline plc

Annual Report & Accounts 2026

At Trainline, we adopt a 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.

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, monitored in a timely manner,

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.

Trainline

Board

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

Trainline plc

Annual Report & Accounts 2026

32

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.

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 regard 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 lie 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 eight Principal

Risks. As

part of our continued effort to improve our

risk disclosures, we have now split out our “Technology

Operations” and “Cybersecurity“ as standalone

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.

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, we ensure that these potential longer-

term uncertainties are proactively identified and discussed.

Trainline plc

Annual Report & Accounts 2026

33

Principal risks and uncertainties

continued

1. Regulatory and political environment

Status:

The UK Government (HMG) formally introduced the Railways Bill in November 2025 to create Great British Railways (GBR) with Royal Assent expected towards the end of 2026. Under

a proposed Code of Practice, the Government is committed to a fair, open and competitive regulatory framework with safeguards to “ensure fairness” and to “promote a thriving third-party

retail market” when a consolidated, fee-free GBR Online Retail enters in several years. Consumer protection, including fee transparency, is emerging as a strategic priority for regulators which

may increase scrutiny of our customer proposition.

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 maintains a positive, engaged and assertive stance with the UK Government (HMG) and carriers to deliver the fair and

open future framework. In addition, we challenge where Train Operating Companies (TOCs) self-preference their retail channels

today. The Corporate Affairs team closely monitors public policy developments and maintains a structured advocacy programme

to positively influence it. The recent announcement (March 2026) of plans to enable third-party retailers to access automatic Delay

Repay compensation features under GBR reflects this programme.

As part of our growing business in European markets, we also proactively engage with key stakeholders at European Union

institution and Member State levels to influence public policy development. For more information on our regulatory landscape, see

page 14.

This engagement in the UK and EU is coordinated within the overall communication and brand positioning to present a coherent

message to our audiences and industry stakeholders.

Link to strategy:

2. Macroeconomic and external market conditions

Status:

Though macroeconomic pressures across our principal markets in the UK and EU have continued to ease during the year, the recent flare-up in geopolitical tensions may contribute to

renewed inflationary pressures and could negatively impact consumer confidence and overall travel demand.

In the UK, the Government has introduced a rail fare freeze on regulated tickets

until March 2027 which may create a more price-constrained operating environment.

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.

The successful refinancing of our credit facilities enhances our financial flexibility, enabling us to better support future growth and

manage liquidity effectively. We continue to 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:

Grow

supply

Enhancing the

customer experience

Build

demand

Increase customer

lifetime value

Expand Trainline

Solutions

Increase

No change

Decrease

Link to Strategic Priorities

Risk Change

Trainline plc

3. Technology operations

Status:

As an online retailing platform, our operations depend on the uptime and availability of our technology infrastructure, systems and key third-party relationships. Any significant outage

in our services may materially impact our operations, reputation and financial performance.

Description of risk

How we monitor and mitigate the risk

Reliance on complex technology systems and third-party

infrastructure exposes the business to risks of potential

system outages, performance degradation, and service

disruptions. Significant disruptions to our online platform,

as well as outages at our key third-party technology service

providers, could significantly impact our financial results

and reputation.

As a ‘cloud-first’ platform, we continuously review our business and technology resilience. We have been continuing the migration

of our legacy services to ‘cloud-native’ equivalents to reduce our technology debt. We introduced chaos testing practices to

improve overall platform resilience and have strengthened our ability to maintain service reliability.

Our Reliability 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. We have 24/7

monitoring of our systems, services and infrastructure. In FY2026, we successfully re-certified for the ISO 22301 certification for

the business. For more information on our technology, see pages 15 and 16.

Our Engineering teams manage and deploy changes based on formally documented standards and guidelines to ensure changes

to our live environment are formally planned, tested and authorised before deployment. We are actively exploring use-case

scenarios for the deployment of AI tools to assist with our engineering efforts. For more information on AI, see page 17.

Link to strategy:

4. Cybersecurity

Status:

Potential security events and data breaches may result in disruptions to our systems and services and could significantly impact our financial results and reputation.

Description of risk

How we monitor and mitigate the risk

Cybersecurity threats continue to evolve in scale and

sophistication, increasing the risk of unauthorised access,

data breaches, and disruption to our critical systems

and services. A successful cyber incident may result in

financial loss, regulatory penalties, operational disruption,

and reputational damage.

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. We conduct annual ‘Red Team’ exercises – simulated

cyberattacks carried out by internal or external experts to identify vulnerabilities and test our defenses – to evaluate the strength

and integrity of our security perimeter.

The Chief Information Security Officer (CISO) periodically reports to the Audit and Risk Committee on our security controls, and any

relevant analysis of internal and external security threats and trends.

We have expanded the information security team by bringing in additional experienced security and governance professionals to

help with longer-term strategic security projects.

Trainline is certified PCI Level 1 compliant. In FY2026, we successfully re-certified for the ISO 27001 certification for the business.

For more information on our technology, see pages 15 and 16.

Link to strategy:

Grow

supply

Enhancing the

customer experience

Build

demand

Increase customer

lifetime value

Expand Trainline

Solutions

Increase

No change

Decrease

Link to Strategic Priorities

Risk Change

Trainline plc

Grow

supply

Enhancing the

customer experience

Build

demand

Increase customer

lifetime value

Expand Trainline

Solutions

Increase

No change

Decrease

Link to Strategic Priorities

Risk Change

5. Competitive landscape

Status:

We operate in a competitive landscape that will continue to evolve. Key developments include: HMG’s intended launch of GBR Online Retail and its subsequent consolidation of TOC

retail channels; the emergence of AI channels that offer new ways to attract customers and generate demand; the rollout of zonal pay-as-you-go (PAYG) ticketing in certain UK cities and

regions.

Description of risk

How we monitor and mitigate the risk

Failure of our customer proposition to meet evolving

customer needs, or to remain competitive in a changing

market, could adversely impact our financial performance.

We monitor and respond to changes in the competitive landscape through our operations, strategic planning, and product

roadmap.

We closely monitor the development of GBR Online Retail, including its expected capabilities and customer proposition once

launched (e.g. as with existing TOC retailing, GBR Online Retail is not expected to charge a booking fee). We also assess the

potential for anti-competitive behaviour and continue to engage with Government and regulators to deliver on their commitments

for a fair and open retail market.

We continue to invest in our customer proposition, including AI-driven products and features, leveraging our capabilities and

proprietary data. We are expanding our revenue streams through ancillary products and services, such as hotel bookings and

travel insurance. We have responded to the emergence of AI distribution channels in recent years (including ChatGPT, Google AI

search, Claude) by evolving our organic search capabilities, with a strong focus on AI citations. We have developed early market

leadership in AI citations and in March 2026 launched an integrated Trainline app within the ChatGPT ecosystem.

The expansion of PAYG ticketing, including through Project Oval, places up to £150 million of net ticket sales at risk, reflecting

our current inability to fulfil contactless journeys on the TfL network. Other regions are exploring similar models, and the UK

Government is currently conducting digital PAYG trials. Trainline is participating in these trials, having developed its own digital

PAYG solution, and is engaging with the Government’s Code of Practice to support fair access to products and features under the

future GBR retail framework. We continue to monitor the adoption of PAYG ticketing across our key markets.

Link to strategy:

6. 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 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 continue to run periodic employee engagement surveys. Survey results as well as the corresponding action plans are presented

as part of our Company All-Hands sessions for full visibility and transparency.

There has been a decrease in Company engagement

scores throughout FY2026 driven in part by the uncertainty around GBR and the share price performance.

The recent announcement around the departure of the CEO and the succession planning may introduce organisational and

retention risks, especially at the senior leadership levels.

For more information on our people, see pages 39 to 42.

Link to strategy:

Trainline plc

7. 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 have a robust

compliance training programme in place to propagate regulatory and compliance messaging and updates to all Trainliners.

As AI capabilities expand within our product, we continue to assess and monitor our obligations under the evolving legislative and

compliance agenda.

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:

8. Supply and partnerships

Status:

In the EU, regulatory rulings to enforce the parity and uniformity of access to carrier data have reduced risk exposure in those markets. In the UK, the future launch of GBR Online Retail

could impact our IT Solutions business within Trainline Solutions.

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, could have a material impact on our

operations and financial results.

We have a dedicated and highly experienced carrier relationship team in the UK and EU that closely engage with 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 ability to retail on behalf of carriers with commercially and operationally viable terms. For more

information on our regulatory landscape, see page 14. As highlighted under the “Regulatory and political environment” section, we

have engaged with the recent market engagement exercise to potentially build the GBR platform.

In the EU, we continue to engage with other independent rail distributors to advocate for fair, reasonable and non-discriminatory

commercial terms in carrier relationships across core markets.

Link to strategy:

Grow

supply

Enhancing the

customer experience

Build

demand

Increase customer

lifetime value

Expand Trainline

Solutions

Increase

No change

Decrease

Link to Strategic Priorities

Risk Change

Trainline plc

Assessing the Group’s longer-term prospects and viability.

The Directors have assessed the long-term viability of the

Group and its ability to meet its liabilities over a three-

year period. As part of their considerations the Directors

carried out a robust assessment of the Group’s principal

and emerging risks as set out on pages

32

to

37

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 14 to the Financial Statements, would

be met in all applicable periods, and that sufficient levels

of liquidity under each scenario are in place.

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 initial maturity date of the RCF is 25 July 2028, with the option to extend for a further two, one-year

periods to 25 July

2030. 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.

Sensitivities applied

The sensitivity scenarios applied were as follows:

Scenario 1

Link to principal risks

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

All

Scenario 2

Link to principal risks

20% additional marketing spend with

no upside in sales/revenue

Macroeconomic and external market conditions;

Competitive landscape

Scenario 3

Link to principal risks

£10 million additional capex in each year

with no upside in sales/revenue

Technology operations; People; Competitive landscape

Scenario 4

Link to principal risks

Data breach in FY2028, resulting in

reduced revenue, compliance fines and

ongoing increased IT security costs

Cybersecurity; Compliance; Regulatory and political

environment

Trainline plc

Annual Report & Accounts 2026

38

Our approach to people, community and planet reflects

who we are and what we aspire to be. We believe long-

term success is best supported by investing in our people,

being a positive role model in the communities around us,

and taking a responsible approach to the planet.

We invest in our people by working to create an inclusive

environment where they can grow and do their best work.

We do this through development programmes, learning

opportunities, and initiatives that strengthen connections

and create a sense of belonging that help make Trainline

a place where people can thrive.

We support our communities through volunteering,

charitable donations and long-term corporate

partnerships, with our people regularly giving their time

and energy to causes that matter.

And because greener travel is central to our purpose, we

work to empower customers to make more sustainable

travel choices. Alongside this, we continue to look for

ways to improve our own sustainable practices and

reduce our environmental footprint over time.

People, Community and Planet

Our Values

Think Big

We’re building the future

of rail

Own It

We focus on every

customer, partner and

journey

Travel Together

We are one team

Do Good

We make a positive impact

Trainline plc

Annual Report & Accounts 2026

People, community and planet

39

Learning and growth

We are committed to helping our people build meaningful

careers. Through a broad range of development

opportunities, we support growth at every stage – with

particular focus on strengthening leadership capability.

This year, we launched our

L3

Leadership Programme

for our ‘heads of’ leaders, delivered through a series of

masterclasses designed to equip leaders with practical

tools and support to lead their teams. We also introduced

Leading with Intent, two bespoke leadership development

programmes designed to stretch and support some of

our strongest leaders, enabling them to Think Big and

amplify their impact even further.

To support our managers, we launched a comprehensive

Manager Toolkit, combining workshops and self-led

learning across managing capability, presentation skills

and talent hiring, helping managers lead with greater

clarity and consistency.

For newly promoted managers, Summit programmes

were delivered to help build their confidence and

capability to Own It in their new roles and we continued

to invest in inclusive leadership through the Raise The

Bar – Women in Leadership apprenticeship, funded by our

apprenticeship levy.

People

At Trainline, our people are

at the centre of everything we

do. Creating an environment

where everyone can grow,

contribute and feel connected

is fundamental to how we bring

our values – Think Big, Own It,

Travel Together and Do Good

– to life.

We also extend our learning opportunities beyond

formal programmes. All employees have access to

Learning Express, our internal learning platform offering

on-demand resources, alongside a personal learning

budget to invest in development aligned to their goals.

This year we also ran an in-person Learning Day focused

on

AI skills, and a self-led Learning Day focused on

working smarter.

We introduced coaching sessions available to all

Trainliners, alongside dedicated coaching programmes for

L3

leaders and above to strengthen communication and

ways of working, and workshops on giving and receiving

feedback to support a consistent feedback culture.

This investment in developing, recognising and growing

talent from within is reflected in outcomes with

92 people

promoted in the past year, and

11

% of open roles being

filled by internal candidates.

Trainline plc

Annual Report & Accounts 2026

40

People, community and planet

continued

Building skills for the AI age

As technology continues to evolve, we are investing in

the skills our people need to stay ahead. This year, we

held a dedicated

AI Learning Day to build a practical

understanding of how AI can enhance the way we work.

We have rolled out AI tools across the business, including

specialist AI solutions for our developers, to attempt to

solve a broad range of real, day-to-day problems across

the business.

Our annual Tech Summit brought technology colleagues

together for in-depth learning and collaboration, with

expert sessions spanning microservices, security, AI

and machine learning, and developer productivity.

In partnership with AWS, we also hosted a Gen AI

Hackathon, enabling teams to innovate, test ideas

and Own It in a fast-paced, creative environment.

Staying safe, responsible and trusted

Mandatory compliance training remains a core part of

how we operate. Covering diversity and inclusion, cyber

security, data protection and ethical conduct, all content

is designed by subject matter experts within Trainline to

ensure it is directly relevant to how we work. This training

plays an important role in keeping the business safe,

responsible and trusted.

Creating a great employee experience

We believe great performance starts with a great

experience at work. Throughout the year, we look to

create opportunities for connection, transparency and

shared understanding.

Our monthly Company Day brings colleagues together

to hear updates, celebrate success and connect as one

team. Regular leader Ask Me Anything sessions provide

open forums where no topic is off the table and reinforce

our culture of openness and accountability.

We also support employees to build communities

of their own. Our five employee networks – Gender

Equality, Ethnic Diversity, Rainbow Train, Sunflower and

Sustainability – each supported by an Executive Sponsor,

play an important role in fostering belonging and

inclusion. Throughout the year these networks organise

events and initiatives covering Black History Month,

Breast Cancer Awareness and Men’s Mental Health,

alongside fundraising and volunteering activity, that

extends our impact into our wider communities.

Together, these initiatives ensure our people feel

supported to Think Big about their impact and careers,

Own It in their growth, Do Good in how they work, and

Travel Together as one connected team.

Trainline plc

Annual Report & Accounts 2026

41

People, community and planet

continued

60%

60%

40%

40%

FY2026

FY2025

64%

46%

36%

FY2026

FY2025

78%

67%

22%

33%

FY2026

FY2025

60%

60%

40%

40%

FY2026

FY2025

74%

72%

26%

28%

FY2026

FY2025

Male

Female

Ethnicity

1

Trainline

UK 2021

3

62%

5%

9%

14%

3%

3%

4%

6%

17%

12%

1%

3%

3%

1%

2%

73%

82%

54%

Gender

All People

c.990

c.60

c.500

92

Technical Roles

Management Team

Senior Leadership

Junior Leadership

Community

At Trainline, we are excited to

continue to work together to

amplify our positive impact

and create meaningful,

lasting change.

Customers

Supporting customers is at the heart of what we do.

Throughout the year, teams leaned in during major

disruption and difficult events – including severe weather

across Europe – to provide customers with the guidance

and reassurance they needed. This is Do Good in

practice: being there when customers most rely on us,

and turning complex, fast-moving situations into clear,

timely information.

We continue building and operating product experiences

that improve passenger confidence and inclusion, including

features that help customers feel safer while travelling and

make it easier for them to access support when they need

it. These initiatives are central to our purpose and they

reflect the rail experience we want to help enable.

Our charity work

Our community impact is shaped by both partnerships and

people. This year, we partnered with charities in ways that

naturally connect to travel, using our platform, scale and

technology as a force for good while continuing to enhance

the passenger experience. We also supported these efforts

through volunteering days, bringing our Do Good value to

life and amplifying the positive impact we create together.

We partnered with Parkinson’s

UK

to co-create an

awareness campaign designed with input from the

Parkinson’s community, helping increase understanding

of the unseen challenges people with Parkinson’s can face

while travelling.

We continued our work with Missing People, using our

platform to help share appeals widely and demonstrate how

our technology can support urgent, real-world outcomes.

We also partnered with Dogs Trust to launch a campaign

aimed at making travelling with your dog more stress-free,

helping customers feel more confident and supported.

Employee-led volunteering and fundraising continued

to grow, with overall charitable donations reaching

£37,943

for the year. Specifically through match funding,

colleagues raised £

10,580

, doubling the impact of

many individual fundraising efforts. Employees used

their Charity Day to support causes close to them, from

community food initiatives to local volunteering and

awareness-raising.

Seasonal giving was another clear example of community

support in action. In Edinburgh, colleagues donated gifts,

helping ensure local children and families had something

extra at Christmas. Further giving activity also took place

across other offices, reflecting the strength of collective

action across locations.

We also launched a new partnership with Every Child

Online, a charity helping close the digital divide by

refurbishing donated technology and distributing it to

those facing digital poverty, all whilst addressing skills gaps

and online safety. This initiative turns end-of-life equipment

into opportunity – supporting access to education and

learning opportunities, while reducing waste.

Trainline plc

Annual Report & Accounts 2026

43

People, community and planet

continued

Planet

Our commitment

Our sustainability strategy is shaped by our purpose: accelerating the shift to low-carbon

travel and making more sustainable choices the easy option for customers. We have set

ambitious, science-based climate targets, with a long-term ambition to reach net zero

emissions across our full value chain by

2040

. We remain committed to these targets.

Our Science Based Targets include a commitment to reduce absolute Scope

1 and

2

emissions by 55.2% by

2030

, alongside action to address Scope

3

emissions. The

full scope of our targets is listed below. These targets form part of our approach, to

measure, reduce and address residual emissions through offsetting. With over c.98

%

of our emissions sitting within our supply chain, our efforts are concentrated on

engaging our supply chain to reduce our emissions. We expect this will also help drive

wider emission reduction outside of our own supply chain.

In addition, we have taken action towards our Scope

1 and 2

targets by moving our

London base to a new office which operates without gas and secured the use of green

energy in our contract. We expect this to contribute meaningfully to our Scope

1 and 2

trajectory once we complete the transition to the new office in

FY2027

.

Helping customers choose rail and coach is a

meaningful lever for reducing transport emissions.

Alongside enabling modal shift through our product

and partnerships, we have continued to strengthen

the foundations of our operational environmental

footprint – improving measurement, increasing

accountability, and taking practical steps forward.

Long-term targets

Reduce absolute Scope

1 and 2

greenhouse gas emissions by

90

% by

2040

versus

2020

.

Reduce absolute scope

3

GHG greenhouse gas emissions by

90

% within the same

time frame.

Near-term targets

Reduce absolute Scope

1 and 2

greenhouse gas emissions by 55.2% by

2030

from

a 2020

base year.

That

80

% of our suppliers by spend covering purchased goods and services will

have science-based targets by

2028

.

Overall net-zero target

Reach net-zero greenhouse gas emissions across the value chain by

2040

.

Our targets

Trainline plc

Annual Report & Accounts 2026

Improving our understanding to enhance

our impact

We continue to strengthen our own approach to

sustainability, in particular by improving the quality and

scope of our data to help us take more targeted action

and deliver the greatest impact.

AI-associated emissions

We have expanded our greenhouse gas accounting to

include emissions arising from our use of AI. As a digital

platform we recognise the evolving environmental

footprint of our digital infrastructure arising from our

increasing use of AI-driven products and tools.

Double Materiality Assessment

We conducted our first Double Materiality Assessment

during

FY2026

, which provided a robust, evidence-based

assessment of our most significant ESG (Environmental,

Social, Governance) impacts, risks, and opportunities

across our operations and value chain. The findings are

helping to inform our sustainability strategy, supplier

engagement approach, and future reporting priorities.

Engaging our suppliers

A

significant proportion of our emissions sit within our

value chain, making supplier engagement a critical lever

for decarbonisation. Insights from our Double Materiality

Assessment reinforced the importance of supplier

relationships and helped prioritise where we can have

the greatest influence.

During the year, we strengthened how we engage

suppliers through our tender and procurement processes,

clearly communicating our climate expectations from the

outset. This proactive engagement has already delivered

tangible outcomes with a number of suppliers committing

to set science-based targets. We intend to build on

this progress, with supplier engagement increasingly

embedded in our sustainability and procurement strategy,

supporting greater transparency, stronger governance,

and long-term resilience across our value chain.

The role of offsetting

Offsetting plays a complementary role within our climate

strategy, supporting action on residual emissions while

emissions reductions remain the priority.

This year, we offset

1,524

tonnes of CO₂e towards our

previous year’s footprint. We do not remove this from

our overall net greenhouse gas footprint results; this

is an additional act of good to help our planet. This

covered Scope

1

, Scope

2

, and selected Scope

3

emission

categories, with an additional

411

tonnes of CO₂e offset

as an estimated contribution to our

FY25

increased AI use.

Our offsets are delivered through a high-quality portfolio

that balances emissions avoidance and carbon removal

and aligns closely with our purpose.

Last year we supported three projects:

•

SELCO Solar Energy Access, India (

404

tCO₂e):

Supporting access to clean, reliable solar energy in a

rapidly growing data centre market.

•

BasiGo Electric Buses, Kenya (

404

tCO₂e): Enabling a

shift from diesel to electric public transport, aligned

with our mission to accelerate low-carbon travel.

•

Agreena Regenerative Agriculture, Spain (

716

tCO₂e): Supporting regenerative farming practices

that improve soil health and sequester carbon in a

key market for us.

All offsets meet high-quality standards and deliver

verified climate impact alongside social and

environmental co-benefits, supporting our progress

as longer-term emissions reductions continue.

Trainline plc

Annual Report & Accounts 2026

45

People, community and planet

Reducing our carbon footprint

Office

We have continued to take steps to reduce the

environmental impact of our workplaces including:

•

the forthcoming move to our new London office

which operates 100% on green electricity; and

• continuing to use 100% renewable electricity

tariffs for our Edinburgh office.

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.

People

We have continued to educate our People in how

to reduce their environmental impact by providing

guidance and knowledge via our learning and

development platform and introduced a salary

sacrifice benefit to help them transition to an electric

vehicle to reduce their personal carbon footprint.

Task Force on Climate-related

Financial Disclosures (TCFD)

The following disclosures provide 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, in line with the TCFD recommendations.

Due to the nature of our business, Trainline has inherently

lower direct carbon emissions compared to other business

sectors and a significant proportion of our greenhouse gas

(GHG

) emissions arises from our suppliers. 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, in particular the validation of Google’s

net-zero targets by the SBTi during FY2026

.

Whilst the GHG emissions we have direct control over

from our office spaces are not substantial, we have taken

significant steps to reduce them with the forthcoming

move to our new London office which we expect will

result in a material reduction of our direct emissions.

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 have disclosed our Scope 1, 2 and 3 greenhouse gas

emissions for FY2026 on page 50 in this Annual Report,

which have been independently verified with a third party.

Trainline plc

Annual Report & Accounts 2026

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 Corporate Sustainability team, which is responsible for

developing and managing delivery of the sustainability strategy and identifying climate-

related risks and opportunities.

The Corporate Sustainability team provides periodic updates

to the CEO and the wider Management Team.

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 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 44 and 45.

A number of climate-related risks have been identified and considered 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 2026

Strategy

continued

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

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.

These risks were included in the FY2026 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 FY2026

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;

•

partnering with Premier League, La Liga and Ligue 1 football clubs and the Glastonbury

Festival to promote more sustainable fan travel by providing incentives, education, and

rewards for those who choose to travel by train; and

•

continuing to engage our supply chain on their net zero targets and our expectations.

As climate-related risks are assessed to have no material

potential financial impact, they had no noteworthy impact

on Trainline in FY2026.

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 Fourth 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 outcome 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 continued liberalisation of

rail markets in Europe. 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.

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 Corporate Sustainability team meets to discuss our sustainability strategy

and climate-related matters. These are then considered as part of the wider risk

management framework.

These meetings help to identify relevant climate-related risks

that are then assessed by the Internal Risk Committee.

Describe the organisation’s

process for managing

climate-related risks

As part of its assessment of climate-related risks, the Corporate Sustainability team

considers: the probability and significance of each climate-related risk identified, the

mitigants in place, their suitability and appropriate actions where required. The Corporate

Sustainability team 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 Internal Risk Committee

will consider appropriate actions that can be taken to introduce

optimal controls and/or mitigants. The Internal Risk 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 Corporate Sustainability team 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 32 and 33.

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

Government and industry reports on climate-related risks to rail infrastructure, such as the

Network Rail Fourth Adaptation Report and the Climate Change Committee Independent

Assessment of UK Climate Risk, and continued investment in and promotion of rail by UK

and European Governments are the main metrics used to assess climate-related risks and

opportunities.

In relation to our ability to meet our net zero commitments,

these are predominantly dependent on UK and European

governments and our suppliers meeting their own net zero

commitments. We aim to actively engage with our suppliers to

encourage transparent emissions reporting in accordance with

our supplier code of conduct.

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) requirements,

emissions have been reported on a ‘like-for-like’ basis with the previous year’s data for

comparative purposes.

We have disclosed our Scope 1, 2 and 3 greenhouse gas

emissions for FY2026 on page 50 in this Annual Report,

which have been independently verified with a third party.

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 time frame.

In Q4 FY2024, our London office was transitioned away from renewable energy supply

which increased our Scope 2 emissions and had a short-term negative impact on

performance against our SBTi net zero targets. We expect the move to our new London

office will result in a material reduction in our Scope 1 and Scope 2 emissions.

We have also taken steps to better understand the increasing

usage of AI on our emissions and increased our CO

2

e offsets

to reflect this. In addition, we have provided guidance to our

People on how best to use AI sustainably.

You can read more on page 41.

Trainline plc

Annual Report & Accounts 2026

49

SECR global GHG emissions and energy use data

Current reporting year

FY2026

Previous reporting year

FY2025

UK

Global

UK

Global

Emissions from activities which the Company

owns or controls including combustion of fuel

and operation of facilities (Scope 1)/tCO

2

e

77.84

–

89.43

–

Emissions from the purchase of electricity,

heat, steam and cooling purchased for own

use (Scope 2, location-based)/tCO

2

e

170.43

3.69

248.39

1.76

Emissions from the purchase of electricity,

heat, steam and cooling purchased for own

use (Scope 2, market-based)/tCO

2

e

382.45

3.69

409.27

1.82

Total gross Scope 1 and Scope 2 emissions/tCO

2

e

248.27

3.69

337.82

1.76

Total energy consumption used to calculate

emissions in kWh

1,388,338

78,464

1,643,428

44,658

Intensity ratio: tCO

2

e gross figure based from

mandatory fields above/m

2

of office space

0.04

0.003

0.05

0.001

Intensity ratio: tCO

2

e gross figure based from

mandatory fields above/FTE

0.30

0.02

0.39

0.01

Current reporting year

FY2026

Previous reporting

year FY2025

All markets

(market-based)

All markets

(market-based)

Scope 3 Category 1: Purchased goods and services

17,119.70

18,842.90

Scope 3 Category 2: Capital goods

596.79

356.75

Scope 3 Category 3: Well-to-tank fuels and electricity

70.24

95.79

Scope 3 Category 4: Upstream transportation and distribution

59.00

72.12

Scope 3 Category 5: Waste

8.03

6.87

Scope 3 Category 6: Business travel

374.58

578.62

Scope 3 Category 7: Employee commuting and working from home

710.22

751.93

Scope 3 Category 8: Upstream leased assets

15.93

21.70

Scope 3 Category 11: Use of sold products

248.29

409.20

Total tCO

2

e Scope 1, 2 and 3 (market-based)

19,666.75

21,636.40

Sustainability Accounting Standards Board (SASB) Disclosures

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

FY2026

.

SASB accounting metric

SASB code

Trainline disclosure

(1) Total energy consumed,

(2) percentage grid electricity,

(3) percentage renewable

TC-IM-130a.1

1) Electricity: 1,041,364 kWh (1,244,633 kWh in FY2025), Gas: 425,438 kWh (443,453 kWh in FY2025; 2) 86.35% (88.25% in

FY2025); and 3) 13.65% (11.75% in FY2025).

(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) 35,568 m

3

(30,184 m

3

in FY2025); 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. We have actively engaged suppliers to set climate reduction targets in order to secure a

contract with us this year.

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 throughout 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 2.

(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) 704 (567 in FY2025). 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

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 ISO 22301 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

10% of all employees (15% in FY2025). 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 People, community and planet section on page 42 and Governance section on page 60.

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 2026

52

TCFD, SECR and SASB disclosures

Stakeholder engagement

The following pages summarise the stakeholder groups we consider to be key to the Group, what’s important to them,

and how we have engaged with them during the financial year.

Trainline’s long-term success depends on effective engagement

with our key stakeholder groups. We aim to provide the best experience

for our customers, to support and promote the rail industry, and

generate sustainable value and growth for our People and shareholders.

Stakeholder perspectives are considered in our decision-making

and discussions, which are important to achieving our overall purpose

and strategy.

Key

Build demand

Increase customer

lifetime value

Grow supply

Enhancing the

customer experience

Expand Trainline

Solutions

Our key stakeholders and their significance

What is important to them

Engagement

Board engagement

1. Our customers

Customer experience is a core focus 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 engage regularly with and learn 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.

During FY2026, this included:

•

insight programmes designed to understand

our customers’ relationship with emerging

technologies – particularly AI; and

•

creating ‘customer communities’ that aim to

get us closer to our customers when defining

new features.

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.

Our key stakeholders and their significance

What is important to them

Engagement

Board engagement

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, multinational 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 FY2026, 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 FY2026.

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 seeks to create a positive regulatory

environment across all markets. We regularly

engage in consultations and meet 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;

•

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.

Trainline plc

Annual Report & Accounts 2026

54

Stakeholder engagement and Section 172(1) statement

continued

Our key stakeholders and their significance

What is important to them

Engagement

Board engagement

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 as 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 FY2026, the Board also visited

our Barcelona 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, roadshows and fireside chats.

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 2026

55

Stakeholder engagement and Section 172(1) statement

continued

Section 172(1) statement

Section 172(1) 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

(1) 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

63 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(1) 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

.

Non-financial and sustainability information statement

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

People, community and

planet

Global GHG emissions

and data

44 to 45

50

Climate-related

financial

disclosures

Energy and carbon policy

None

Climate-related risks

and opportunities

46 to 49

Our People

Trainline staff handbook

People policies and

procedures

People

People, community and

planet

Stakeholder engagement

39 to 43

55

Social matters

n/a

None

People, community and

planet

39 to 45

Human rights

Human rights, anti-slavery

and human trafficking policy

Supplier code of conduct

Compliance

Principal risks and

uncertainties

Stakeholder engagement

37

53 to 54

Business model

n/a

All

None

8 to 9

Anti-corruption

and anti-bribery

Anti-fraud, corruption and

bribery policy

Conflicts of interest policy

Compliance

Supply and

partnerships

Principal risks and

uncertainties

People, community and

planet

Report of the Audit and

Risk Committee

37

41

71

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

5 May 2026

Trainline plc

Annual Report & Accounts 2026

Governance

58

Chair’s Governance Statement

59

Governance Structure

61

Board of Directors

65

Report of the Nomination Committee

67

Report of the Audit and Risk Committee

72

Directors’ Remuneration Report

85

Directors’ Report

88

Statement of Directors’ Responsibilities

65

Report of the

Nomination

Committee

Update from the Nomination

Committee on its activities.

72

Directors’

Remuneration Report

Remuneration outcomes for the

Board and the structure for the

next financial year.

58

Chair’s governance

statement

An introduction from our Chair,

Brian McBride, on our Board and

Trainline’s governance.

67

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.

Trainline plc Annual Report & Accounts 2026

57

Governance

Succession

On behalf of the Board,

I

would like to thank Jody and

Duncan for their contributions to Trainline’s success.

Jody’s leadership has been outstanding during what has

and continues to be a pivotal period for Trainline. Finding

the right candidate to deliver Trainline’s strategic priorities

and ensuring a smooth transition from Jody to our next

CEO

has been a key priority for me and the Board and

I

look forward to announcing our new

CEO once our

rigorous recruitment process has been completed.

Duncan has stewarded the Audit and Risk Committee

masterfully since

IPO and has provided immense

guidance, constructive challenge and advice to me, the

Board and Trainline during his tenure. It will be a challenge

to replace someone of Duncan’s calibre but we look

forward to announcing his successor as Audit and Risk

Committee Chair in due course.

Culture

A

strong culture that is aligned to our purpose and values

is critical to Trainline achieving its strategic priorities. The

Board receives regular updates on cultural indicators,

including employee engagement, feedback and retention,

and sets a clear tone from the top when engaging with

our people to help ensure that the right behaviours are in

place across the business.

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 Barcelona

team during the year to gain first-hand insights into

Trainline’s culture outside of the

UK and experience

aggregation in Spain first hand. More information on our

people and culture is available on pages

39 to 43.

Sustainability

Trainline has continued to live its purpose by taking

steps to reduce the impact of our own operations on the

environment, in particular the move to our new London

office which we expect will result in a significant reduction

in our direct emissions and positions us well to achieve our

Scope

1

and Scope

2

SBTi net zero targets. We have also

accelerated engagement with our suppliers to encourage

them to set their own net zero targets and are seeing

strong successes here. Additional information on our

sustainability initiatives is available on pages

44 to 52.

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 is pleased to support 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

42 and 60.

Annual General Meeting

We will be holding our

AGM on 18

June at our new London

office at

1

Stonecutter, London,

EC4A 4AH. 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

5

May

2026

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 2026

58

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 objectivity 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.

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.

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.

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.

More information on Trainline’s Management Team is available at: https://www.trainlinegroup.com/who-we-are

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.

Trainline plc

Annual Report & Accounts 2026

2

1

3

5

2

1

5

Board balance

Executive Director

Chair of the Board

Independent

Non-executive Director

0

-

3

years

3

-

6

years

6

-

9

years

Non-executive

Director tenure

Division of responsibilities

There is a clear division between executive and non-executive

responsibilities to ensure accountability and appropriate oversight.

The roles of the Chair of the Board, the

CEO

and the Senior

Independent Non-executive Director 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

Board at a glance

High-growth business

•

•

•

•

•

•

•

•

People

•

•

•

•

Finance

•

•

•

•

Digital & Commerce

•

•

•

•

•

•

•

•

Operations

•

•

•

•

•

•

•

•

Risk Management

•

•

•

•

•

•

•

•

Government & Regulatory

•

•

•

Technology

•

•

•

•

•

•

•

•

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

7

70%

Women

3

37.5%

1

3

30%

Ethnicity

White British or other White

(including minority-White groups)

6

75%

4

7

70%

Asian/Asian British

1

12.5%

–

–

–

Not specified/prefer not to say

2

1

12.5%

–

3

30%

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

C

Committee Key

Audit and Risk Committee

Nomination Committee

Remuneration Committee

C

Chair of Committee

Brian

McBride

Chair

Jody

Ford

Executive Director and CEO

Pete

Wood

Executive Director and CFO

Jennifer

Duvalier

Senior Independent

Non-executive Director

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.

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.

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.

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.

Other appointments

Brian is a Senior Adviser to Scottish Equity

Partners and Chair of the Public Interest

Committee at KPMG.

Other appointments

Jody is a Non-executive Director of

the BBC.

Other appointments

None.

Other appointments

Jennifer is Senior Independent Director,

Chair of the Remuneration Committee and

the designated Non-executive Director

for employee engagement of Mitie

plc. She is Chair of the Remuneration

Committee of NCC Group plc, and is Chair

of the Sustainability Committee of The

Cranemere Group Ltd.

Trainline plc

Annual Report & Accounts 2026

C

C

Duncan

Tatton-Brown

Independent Non-executive Director

Rakhi

Goss-Custard

Independent Non-executive Director

Andy

Phillipps

Independent Non-executive Director

Marie

Lalleman

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.

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 and Kingfisher plc.

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. Andy is the

co-founder of the Better Futures

Programme at the University of Cambridge.

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.

Other appointments

Duncan is Chair of Oxford Nanopore

Technologies plc and Loveholidays.com.

Other appointments

Rakhi is a Non-executive Director of

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, Chair of the Advisory Board of

Vusion, a member of the Advisory Board

of TechForRetail, and a Non-executive

Director and Chair of the Nomination

and Remuneration Committee at PayFit.

Committee Key

Audit and Risk Committee

Nomination Committee

Remuneration Committee

C

Chair of Committee

Trainline plc

Annual Report & Accounts 2026

Strategy and performance

1

2

3

5

The Board reviewed and approved the Company’s strategy and budget and received updates throughout the year on execution, in

particular: engagement with UK Government and other stakeholders on the Railways Bill and development of the Code of Practice

for GBR; continued focussed marketing investment on European high-speed routes with emerging carrier competition; new product

launches such as the ‘Way to Train’ disruption features; and Trainline Solutions growth opportunities.

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.

Workforce engagement and culture

4

The Board monitors workforce engagement and culture throughout the year, in particular by attending events, visiting our

Barcelona 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.

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.

Capital allocation – returning value to shareholders and Convertible Bond redemption

5

During the year, the Board continued to implement the Company’s capital allocation policy, approving a further two share buyback

programmes totalling £225 million, to provide the Company with flexibility in capital management and to enable the return of

surplus capital to shareholders. The Board also approved the redemption of the Company’s Convertible Bond at maturity in January

2026 utilising existing liquidity resources.

In reaching these decisions, the Board considered the prudent application of the capital allocation policy and modestly increasing

Group leverage at a time of strong commercial lending to maximise cash utilisation, while maintaining a balance sheet consistent

with the Board’s strategic priorities.

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

•

2025 Annual General Meeting

•

Trainline’s sustainability strategy and net

zero commitments

•

The material internal controls environment in

preparation for Provision 29 of the UK Corporate

Governance Code 2024

Board in action

Links to Key Stakeholders

1

Our Customers

2

Our Carrier Partners

3

Government and Regulators

4

Our People

5

Our Shareholders

Evaluation, composition and succession

Board and Committee performance

During FY2026, Trainline engaged Sam Allen Associates

Ltd (‘SAA’) to facilitate an external review of the Board and

Committees’ performance. The review was undertaken to

comply with the

UK Corporate Governance Code 2024 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.

SAA

has no other

connection to Trainline.

The review process began with initial scoping between

SAA and the Chair, the Senior Independent Non-executive

Director and the Company Secretary to set the context for

the evaluation and to tailor towards Trainline’s business.

The outcomes of the externally facilitated evaluation from

FY2025 were also considered.

Board members were invited to answer bespoke

questionnaires and to attend one-to-one meetings with

SAA

based around the performance of the Board, its

Committees’ and the Chair. In addition, feedback on the

Board was sought from the executives, regular presenters

and third-party service providers. SAA

then attended to

observe a Board & Committee meeting cycle.

The results of the evaluation were reviewed by the Board,

as a whole. The Committee performance reviews were

considered by their respective members. Overall, it was

concluded that the Board continues to operate with

clarity of purpose, strategic foresight and strong fiduciary

discipline, supported by a constructive and collaborative

culture. Overall, the Board’s performance was considered

to materially strengthen the business’ strategic direction

and its capacity to deliver long-term value.

Actions were identified and agreed by the Board and its

Committees, in particular:

•

continuing with knowledge-building sessions on

significant strategic matters, such as AI and cyber

risk developments from internal and external subject

matter experts; and

•

evolving Board and Committee papers to include

additional insights on leading indicators of performance.

Skills, knowledge and experience

As

set out on pages

61 to 62, 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

The Board recognises that effective succession planning is

critical to maintaining strong leadership and the delivery

of Trainline’s long-term strategy.

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 during FY2026. For more information

on any succession planning processes in the year, please

read page

66.

Trainline plc

Annual Report & Accounts 2026

64

Board of Directors

continued

The Committee’s activities planned for FY2027

In

FY2027

, the Committee intends to undertake the

following key activities:

•

complete the CEO and Audit and Risk Committee Chair

appointment process;

•

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

5

May

2026

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

* Independent Director

Our responsibilities

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

FY2026 included:

•

talent and succession planning, in particular for the

CEO and the Audit and Risk Committee Chair;

•

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;

•

Director time commitments and conflicts of interest;

•

Trainline’s diversity and inclusion programme; and

•

oversight and agreement of the process for reviewing

the performance of the Board, its Committees and

individual Directors.

Succession planning

As announced, the CEO

intends to step down during

FY2027 and the Audit and Risk Committee Chair will also

step down from the Board at our forthcoming

AGM.

The Committee maintains active and ongoing succession

planning for both Non-executive and Executive Directors,

as well as the broader Management Team, including

the development of internal talent pipelines and the

identification of potential external candidates to ensure

Trainline is well positioned for future transitions. However,

for a European technology platform business such as

Trainline, it is not always possible to have immediate

“ready-now” successors for every role.

In light of the forthcoming Board changes, the Committee

implemented the planned succession process. This includes:

•

for the CEO, the consideration of both internal

and external candidates to ensure the strongest

possible shortlist;

•

the use of external search support to broaden the

candidate pool and access specialist expertise;

•

careful assessment of the skills and experience required

to lead the business through the next phase of growth

including: government engagement; international

expansion; and the evolving AI, data and technology

landscape; and

•

ensuring appropriate transition and handover

arrangements to maintain continuity and stability.

The Board is confident that these processes will support

the appointment of high-quality successors and ensure

continuity of leadership, while maintaining the right

balance of skills, experience, independence and diversity

across the Board.

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

female, 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

UK Corporate Governance Code 2024

nine-year director

independence consideration.

Diversity and inclusion

The Committee supports Trainline’s commitment to a

diverse and inclusive workplace. Further information on

Trainline’s employee diversity initiatives is available on

pages

40 to 42.

Director reappointments, time commitments and

conflicts of interest

In accordance with the provisions of the UK Corporate

Governance Code 2024

, 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

reappointment acting on the advice of the Committee.

Further information on the Directors’ current external

appointments can be found on pages

61 to 62.

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

The Board and Board Committee performance review for

FY2026 was externally facilitated. More information on the

evaluation is available on page

64.

Trainline plc

Annual Report & Accounts 2026

66

Report of the Nomination Committee

continued

Duncan

Tatton-Brown

Chair of the

Audit and Risk

Committee

•

monitoring the effectiveness and independence of the

External Auditor, and the effectiveness of the Internal

Audit function;

•

considering the going concern and viability

statements; and

•

monitoring the adequacy and effectiveness of the

Group’s internal control systems, in particular in

preparation for the application of Provision 29 of the

UK Corporate Governance Code 2024 when it comes

into effect for FY2027.

The Committee’s activities planned for FY2027

Prior to the Committee’s FY2027 report, it intends to

undertake the following activities:

•

support the transition of the mandatory lead audit

partner rotation for the FY2027 audit;

•

review the implementation of the material controls

declaration framework in preparation for disclosure in

FY2027, in compliance with Provision 29 of the 2024

Corporate Governance Code; and

•

monitor the preparation for disclosure against the UK

Sustainability Reporting Standards for FY2028.

Duncan Tatton-Brown

Chair of the Audit and Risk Committee

5

May 2026

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

I am pleased to introduce my final Audit and Risk

Committee Report for Trainline before I step down

as Chair of the Committee at the forthcoming AGM.

I would like to thank my fellow Committee members,

the wider Board, the Management Team and our

colleagues across the business for their support,

challenge and commitment throughout my time

with Trainline.

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, and informs the Board

of any recommendations made.

The Committee’s key activities during

FY2026 included:

•

overseeing the integrity of the Group’s financial

reporting, including accounting policies, alternative

performance measures, significant reporting issues,

judgements and estimates;

•

considering whether the Annual Report and Financial

Statements, taken as a whole, are fair, balanced

and understandable, and provide shareholders with

the information necessary to assess the Company’s

position, performance, business model and strategy;

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.

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.

As part of the year-end reporting process the Committee

reviewed this Annual Report and considered whether it is

fair, balanced and understandable; a Management report

on accounting estimates and judgements; Management

and the External Auditor’s reports on internal controls,

accounting and reporting matters; and Management

representation letters concerning accounting and

reporting matters.

The Committee also considered the FRC’s corporate

reporting focus areas during the year and their relevance

to the Group’s reporting.

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.

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.

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.

Carrying value of investments in

subsidiaries (Parent Company only)

The carrying value of investments in

subsidiaries is assessed at year-end for

indicators of potential impairment. Where

such indicators are identified, management

exercises judgement in estimating the

recoverable amount, including the preparation

of discounted cash flow models. This involves

determining appropriate assumptions such as

the discount rate and long-term growth rate.

As such, this area 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 businesses.

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.

The Committee reviewed and discussed

Management’s conclusions around the carrying

value of investments in subsidiaries including:

•

the methodology applied;

•

the achievability of the business plan;

•

the appropriateness of the discount rate

and long-term growth rate applied; and

•

the outcome of sensitivity analysis.

The Committee agreed with Management’s

conclusion that the recoverable value is

lower than the carrying value and that an

impairment of the investments in subsidiaries

balance is required.

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.

Trainline plc

Annual Report & Accounts 2026

68

Report of the Audit and Risk Committee

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.

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 accordance with the FRC’s Minimum Standard for

Audit Committees, audit quality indicators (AQIs) were

presented by Management, which provide the Committee

with 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 2026 were approved by the Committee

and amounted to £64,000, which were attributed to

half-year review services undertaken by the External

Auditor and subscriptions for business and accounting

knowledge. The ratio of audit to non-audit fees for FY2026

was 14.2. 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 FY2027, which

must take place by FY2032. The lead audit partner for the

External Auditor is Jaskamal Sarai. The Committee will look

to support the transition of the mandatory lead audit

partner rotation 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

£905,784

(

FY2025: £767,351), was appropriate and that the

increases in fees related to inflationary increases and an

increased external audit scope.

Trainline plc

Annual Report & Accounts 2026

69

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 FY2026.

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.

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 Board 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 32

to

37.

The Committee also receives periodic updates from the

Chief Information Security Officer (CISO), which help

provide additional guidance on the technology and

cybersecurity-related risks facing the business. In addition,

the Committee gains an understanding of the audit work

performed and conclusions reached by PwC over the

control environment of the Group’s critical IT systems.

During the year, the Audit and Risk Committee oversaw

Management’s programme of work to support and

embed a stronger anti-fraud culture, in preparation for

the UK

’s new corporate offence of “failure to prevent

fraud” introduced by the Economic Crime and Corporate

Transparency Act 2023, which came into force on

1 September 2025. As part of the work, Management

refreshed the Group’s fraud risk assessment process

to help identify potential fraud-related risks and

where appropriate decide on mitigating actions. The

Committee agreed that the Group’s current fraud risk

mitigation processes demonstrated reasonable fraud

prevention measures.

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 2026

70

Report of the Audit and Risk Committee

continued

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.

Throughout the year, Internal Audit assesses the

operating effectiveness of these controls, and where

necessary works with Management to define plans to

remediate gaps and improve the operating effectiveness

of the control environment. Formal updates are provided

to the Committee on these remediation activities.

The Committee advises the Board on its review of the

effectiveness of the systems and processes including

financial, operational and compliance controls during

the year.

During FY2026, the Committee continued to receive

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

UK

Corporate Governance Code 2024.

The development of the framework is now in advanced

stages, with Internal Audit having conducted a “pilot

programme” process in preparation. The Group is well

placed to begin reporting on the framework in FY2027,

in accordance with Provision 29 of the

UK

Corporate

Governance Code 2024.

Overview of our anti-bribery, corruption and whistleblowing policies and procedures:

Trainline plc

Annual Report & Accounts 2026

71

Report of the Audit and Risk Committee

In relation to the FY2024 PSP award, Trainline has

performed strongly on financial measures over the three-

year performance period, with average annual revenue

growth of 11.7

% and cumulative

EPS

adjusted for share-

based payments of 52.7

pence (

8.2

pence in the financial

year preceding the start of the performance period to

22.7

pence in

FY2026

). The share price performance has

however been disappointing and as a result the

TSR

element did not achieve threshold and will not vest.

As a

result of this performance,

44.5% of the FY2024 PSP award

for the CEO and CFO

will vest.

A

two-year holding period

will apply to the FY2024 PSP

award during which vested

shares may not be sold (save to cover tax liabilities).

When reviewing the outcome of the

FY2026

annual

bonus and the

FY2024 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

of performance over the relevant periods and that no

discretion would be applied.

Remuneration arrangements for FY2027

The remuneration arrangements for

FY2027 will align

with the Remuneration Policy and broadly mirror those

for FY2026

, being a maximum bonus opportunity of

250%

and 200% of salary for the CEO and CFO

respectively and

a PSP award of 250% of salary for the CFO. Considering

his departure from Trainline during

FY2027, Jody will only

be eligible for the cash element of the bonus (which is

limited to 100

% of salary), prorated for service in the year.

No deferred element will be paid. Jody will also not be

eligible for an FY2027 PSP award.

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

* Independent Director

Our responsibilities

•

and monitor its ongoing appropriateness

•

•

•

Trainline’s performance during FY2026

Trainline has delivered a robust financial performance

in FY2026

with continued growth in profitability with

adjusted EBITDA increasing by

11

% year-on-year to

£177

million and Group revenue growth of

2%

. Good

progress has also been made on net ticket sales with

record sales for the fourth year in a row, continued

growth in Consumer net ticket sales in the

UK of 6% and

3%

(

5% on a reported basis) in International, and strong

performance in Trainline Solutions where net ticket sales

were 14%

(

15

% on a reported basis) higher year-on-year.

Remuneration outcomes for FY2026

For the FY2026

annual bonus financial measures

revenue performance was between target and stretch,

net ticket sales performance was above threshold and

adjusted EBITDA financial performance exceeded the

maximum target resulting in overall financial measure

achievement of

44.5

% out of

75%.

Performance against strategic measures for the

FY2026

annual bonus varied across measures but overall resulted

in an outturn achievement of

11.2

% of total bonus

opportunity, being

44.7

% of the total strategic measure

opportunity, highlighting the stretch of the targets set by

the Committee at the start of the year. As

a result of this

performance, the

CEO and CFO

achieved

55.7% of their

FY2026

annual bonus total opportunity.

The value of the

FY2026

annual bonus above

100% of

salary will be deferred into shares.

Chair of the

Remuneration

Committee

Docusign Envelope ID: 78BAB3B0-3093-8F30-83

87-7D30A39286AE

➔

Directors' remuneration report

continued

Remuneration arrangements for FY2027

conti

nued

Weight

ings for the annual bon

inancial measures, spl

it

equal

les, revenue and adj

usted EBITDA, and 25% on

strategic objectives. For FY2027, strateg

ic object

ives w

ith the

UK Government; growth in new revenue; prof

itab

ing a refreshed people metr

ic

which prov

ides a more holistic view of the emp

ure wo

the basis that progress aga

inst Tra

inline's overa

l

ticket sales.

EPS and average annual reven

ual

ly.

Committee takes these into account when sett

ing Execut

ion.

For FY2027, the Committee cons

increase of 3.1%. The

Remuneration arrangements for departing CEO

As announced on 25 Febr

uary 2026, Jody intends to step down as CEO aſter more than

six years at Trainl

ine. He w

in

CEO through the transit

ion to new leadersh

considered remuneration arrangements in connection w

ion Pol

icy approved by shareholders and d

iscret

ions ava

ided on page 78.

Looking ahead to FY2027

implementat

ion to ensure

it cont

inues to s

priorities and continues to attract and retain h

igh-cal

ibre executive talent in a

5 May 2026

Based on actual outturn as set out be

wil

l receive 47.8% and

55.7% of their respective maximum bonus, represent

for the CEO

l vest.

Annual bonus outcome

s

rev

Resulting

total)

Threshold

(%of total)

25%

£442m

£450m

25%

£171m

44.5% out of 75%

1. See page 141 for the defin

ition of Group adjusted EBITDA.

Strategic obj

es

PSP awards vesting

Resulting outcome

(%of total bonus)

(%of total bonus)

25%

Performance targets

(29%of total

(71%of total award)

Threshold

Resulting

Actual

total)

(%of total)

85th

1

50%

Median

quartile

percentile

median

0%

Average annual

revenue growth

25%

11%

14%

25%

26.6p

33.2p

40.6p

25.0%

100%

44.5% out of 100%

2. For the period 1 March 2023 to 28 Februa 2026

ith the

r the period 1 March 2023 to

back to be excluded, cumu

lative EPS wou

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

FY2027.

Element of pay

Purpose and link to strategy

Policy and implementation for FY2027

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 FY2027, Pete Wood’s salary will increase by 2.8% which is less than the wider workforce average of 3.1%, to £464,768. Jody Ford will not receive a

salary increase for FY2027 given his upcoming departure.

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 FY2027, 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 FY2027, awards of up to 250% of salary for the CEO and 200% of salary for the CFO are 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. For

FY2027, given his departure from the business, Jody Ford will only be eligible for the cash element of the bonus (which is limited to 100% of salary,

prorated for service in the year).

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 FY2027, an award of 250% of salary for the CFO is based on average annual revenue growth, cumulative EPS and relative TSR with measures

weighted equally. Jody Ford will not receive an FY2027 PSP award.

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.

Malus and clawback: The circumstances in which malus and clawback can be applied are outlined in the Remuneration Policy. The Committee considers that the malus and clawback time horizons (as outlined above) are appropriate

considering the nature and risk profile of the business and the incentive time horizons, and provide sufficient time for any potential malus and clawback event to arise. There was no application of malus and clawback in the reporting

period in relation to Executive Directors.

Trainline plc

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 FY2026 and how the Committee intends to apply

the Remuneration Policy in FY2027.

The Directors’ Remuneration Report, other than page

74

, will be subject to an advisory

shareholder vote at the

AGM to be held on 18

June

2026. 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 at

the 2025 AGM

and the Remuneration Policy vote 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

316.4

96.56%

11.3

3.44%

10.1

Remuneration Policy

266.0

81.72%

59.5

18.28%

61.3

Implementation of the Remuneration Policy in FY2026

Single figure of total remuneration for Executive Directors (Audited)

The Committee considered that the Remuneration Policy operated as intended during

the year and no discretion was applied in relation to

FY2026

remuneration outcomes.

Context for

FY2026

remuneration outcomes is available on page

72.

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

FY2026

£726

£40

£3

£769

£870

1

£883

2

£1,753

£2,522

FY2025

£695

£38

£3

£737

£1,262

£2,501

3

£3,763

3

£4,500

3

Peter

Wood

FY2026

£451

£25

£3

£478

£503

£569

2

£1,072

£1,551

FY2025

£433

£24

£2

£459

£627

£1,324

3

£1,951

3

£2,410

3

1

2026 or if he is asked to step aside before

1,012,825.

2. The PSP

12 May 2026

ending 28

2026 being £2.113

2.406. As

3. In the FY2025

28

2025 being £3.853

2.639.

Executive Director base salary

During

FY2026

, as disclosed in last year’s Annual Report, the Committee approved an

increase for Jody Ford’s salary as

CEO to £728,000

(

FY2025

: £

700,000

) and an increase

for Pete Wood’s salary as

CFO to £452,109

(

FY2025

: £

434,720).

Pension and benefits

During

FY2026

, 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 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.

Single figure of total remuneration for Non-executive Directors (Audited)

Financial year

Fees (‘000)

Taxable benefits (‘000)

Total fees (‘000)

Andy Phillipps

FY2026

£88

£0

£88

FY2025

£75

£0

£75

FY2026

£280

£0

£280

FY2025

£265

£0

£265

FY2026

£95

£0

£95

FY2025

£85

£0

£85

FY2026

£98

£0

£98

FY2025

£85

£0

£85

FY2026

£95

£0

£95

FY2025

£85

£0

£85

Marie Lalleman

FY2026

£88

£0

£88

FY2025

£75

£0

£75

Non-executive Director fees

During

FY2026

, the Committee reviewed the Board Chair fee given it had remained

unchanged since our

IPO in 2019

and taking into account the time commitment of the

role and market practice in similarly sized

FTSE 250

companies. Overall it was determined

that the Board Chair fee should be increased to £

287,000

(

FY2025

: £

265,000

). The Board

also undertook a review of

NED

fees and approved an increase in the basic

NED fee to

£65,000

(

FY2025

: £

60,000

) and an increase to the Committee Member fee to £

10,000

(

FY2025

: £

5,000).

Annual bonus (Audited)

The maximum bonus opportunities for

FY2026 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 strategic

objectives weighted

25

%. Achievement of threshold, target, stretch and maximum

performance target results in a

0%, 50%, 90% and 100

% of maximum payment

respectively. Performance targets and actual outturn are set out below.

Financial element

Measures

Weighting

(% of total)

Performance targets

Actual

FY2026

achievement

Resulting

outcome (%

of total)

Threshold

Target

Stretch

Maximum

Group net

ticket sales

25%

£6,303m

£6,356m

£6,409m

£6,500m

£6,319m

3.8%

Group revenue

25%

£442m

£450m

£457m

£469m

£453m

16.3%

Group adjusted

EBITDA

1

25%

£168m

£171m

£173m

£178m

£177m

24.3%

Total

75%

44.5% out of 75%

Strategic element

Measure

Weighting

(% of total)

Key progress during FY2026

Actual

FY2026

achievement

Resulting

outcome

(% of total)

Government

engagement

13%

Assertive approach to

secure key level playing

field changes, in particular

commitment to access to

Delay Repay

Target

substantially

achieved

8.5%

Enhance customer

experience and build

demand

8%

International profitability

target was achieved.

International NTS growth

threshold target was not

achieved

Threshold

2.7%

Purpose linked and

culture

4%

Recognition of Trainline as

a sustainable brand and

culture threshold targets

were missed

Below

threshold

0%

Total

25%

11.2% out of 25%

The Company considers the individual strategic elements to be commercially sensitive.

Annual bonus (Audited)

The resulting bonus outcomes for

FY2026

for the Executive Directors are set out below.

Jody Ford

47.8%

119.6%

£870,413

1

Pete Wood

55.7%

111.3%

£503,195

100

% of salary will be paid in cash, and the balance, being £

142,413

(

19.6% of salary) for

Jody Ford and £51,086

(

11.3

% 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 FY2027 (Audited)

DSBP

awards in relation to the FY2026

annual bonus will be granted in

FY2027. 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. Jody Ford is only eligible to

receive the first tranche of his deferred award.

DSBP share awards granted in FY2026 (Audited)

The CEO and CFO

were granted conditional share awards under the DSBP as set out in

the table below:

Jody Ford

4

7 May 2025

209,049

£2.688

£0.56m

80.3%

12 May 2027

Pete Wood

7 May 2025

71,515

£2.688

£0.19m

44.2%

12 May 2027

Share awards vesting (Audited)

PSP

awards granted during

FY2024 to the CEO and CFO

will vest on

12 May 2026.

Achievement against the performance targets is set out in the table below.

Measures

Performance targets

Core award

(71% of total award)

Kicker award

(29% of total award)

Weighting

(% of total)

Threshold

(20% vesting of

core award)

Max

(100% vesting

of core award)

Max

(100% vesting of

kicker award)

Actual

achievement

Resulting

outcome

(% of total)

Relative

TSR vs

FTSE 250

1

50%

Median

Upper

quartile

85th percentile

Below

median

0%

Average

annual

revenue

growth

2

25%

9%

11%

14%

11.7%

19.5%

Cumulative

EPS

3

25%

26.6p

33.2p

40.6p

52.7p

4

25%

Total

100%

44.5% out of 100%

1

2. For the period 1

2023 to 28

2026.

3

EPS

1

2023 to

28

2026.

4

EPS

48.8

No. of shares vesting

Estimate value of

shares vesting (‘000)

1

Jody Ford

417,912

£883,048

Pete Wood

269,371

£569,181

1

MMQ to 28

2026 being £2.113.

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 and Pete will be subject

to a two-year holding period. DSBP

awards granted in relation to the FY2023 and FY2024

bonuses vested

12 May 2025. Jody and Pete sold 74,338 and 10,405

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 FY2026 (Audited)

The CEO and CFO

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

Face value

Award as %

of salary

Vesting

date

Jody Ford

7 May 2025

769,854

£2.8369

£2.18m

300%

7 May 2028

Pete Wood

7 May 2025

398,417

£2.8369

£1.13m

250%

7 May 2028

1

MMQ on the 30

Vesting of the awards will be subject to performance over the three-year period

1

March

2025 to 29

February

2028

for revenue and

EPS

performance, and

TSR

performance will

be measured over the three-year vesting period, 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:

Performance targets

Measure

Weighting

Threshold

(20%

vesting)

Stretch

(80%

vesting)

Maximum

(100%

vesting)

1

33.3%

Median

75th

80th

33.3%

3%

5%

7%

2

33.3%

58.2p

64.6p

69.7p

1

2. The EPS

EPS

Remuneration arrangements for departing CEO

As

announced on

25

February

2026

, Jody Ford intends to step down as Chief Executive

Officer after more than six years at the Company. He will remain in employment

and continue to lead Trainline as

CEO

through the transition to new leadership.

The Remuneration Committee carefully considered remuneration arrangements in

connection with Jody’s departure, which are in line with the Remuneration Policy

approved by shareholders and discretions available under the relevant incentives.

Jody will continue to receive his salary, pension and benefits whilst in employment.

To the extent he ceases to be employed during his notice period, a

PILON

would

be made in relation to the remaining portion of his 12

-month notice period. Any

PILON

would be paid in monthly instalments and would be subject to mitigation.

Jody will retain his outstanding

FY2024 and FY2025

DSBP awards in full.

As noted

elsewhere in this report, he will also remain eligible for the first tranche of his

FY2026

DSBP award provided he remains in service until December

2026 or if he is asked to

step aside before then. These awards will remain subject to their original terms and

conditions in respect of vesting time horizons and malus and clawback provisions.

Jody will also retain his FY2025 and FY2026 PSP

awards if he remains in service for at

least half of their respective performance period. The awards will be prorated to reflect

time in role and would remain subject to their original terms and conditions in respect

of time horizons, performance conditions and malus and clawback provisions. He will

retain outstanding

PSP

awards which remain in a holding period in full. No

FY2027 PSP

award will be made.

Following cessation of his employment, Jody will be required to maintain a holding in

Trainline shares at a level equal to the lower of the in-post shareholding guideline of

250

% of salary and his actual shareholding for a period of two years from the date he

ceases to be a Director.

Payments for loss of office (Audited)

No payments for loss of office were made during the year under review (

FY2025

: none).

Payments to past Directors (Audited)

No payments were made to past Directors during the year under review (

FY2025

: none).

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.

Measure

% change

FY2026

FY2025

Total employee pay

1

(5)%

£120m

£127m

Share buybacks

71%

£152m

£89m

Revenue

2%

£453m

£442m

Group adjusted EBITDA

2

11%

£177m

£159m

1. See Note 6

to the Financial Statements. The decrease in total employee pay in

FY2026

is predominantly due to the

lower share-based payments expense incurred following the vesting of all-employee share awards attributable

to FY2025

. Total wages and salaries remained flat year-on-year as general employee pay rises were offset by a

decreased headcount.

2. See page 141

for the definition of Group adjusted EBITDA

.

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.

During

FY2026

, all employees who were with the Group before November

2022 had

share awards vest during the year to reward them for their contribution to achieving

Trainline’s ambitious long-term growth targets over the three-financial-year period to

and including

FY2025

. In addition, a cash award of between £

700 and £1,500 was made

in December

2025

to those who would not normally be eligible to receive a bonus to

thank those more junior members of our People for their role in the success of Trainline

during

FY2026

, and in February

2026

all employees received a £

300

voucher to book a

leisure rail journey. Furthermore,

SIP Free Share awards and either RSP or PSP awards,

depending upon their seniority, were granted to all employees to align them with

shareholders over the next three financial years.

Trainline plc

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.

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.

Method

25th

percentile

pay ratio

50th

percentile

pay ratio

75th

percentile

pay ratio

FY2026

A

45.8:1

27.6:1

21.1:1

FY2025

1

A

91.9:1

48.5:1

39.4:1

FY2024

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 FY2025

Annual Report to incorporate the value at vest of the

FY2023 PSP

which vested

7 May 2025.

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

2026 for 1

March

2025 to 28

February

2026

. 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 FY2026

, the total pay and benefits for the 25th, 50th and 75th percentile were £55k,

£91k and £120k respectively, and the base salaries were £43k, £85k and £97k.

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 ratios for the three percentile employees, all of whom were full-time employees

during the year, broadly aligns with those in

FY2024

and has declined significantly

from those in FY2025

, the increase in which was driven primarily by the vesting of the

enhanced

FY2023 PSP

award which comprised 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

FY2026. 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